Sec Form 3 Filing - Estrella Media, Inc. @ Mediaco Holding Inc. - 2025-03-10

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Estrella Media, Inc. 2. Issuer Name and Ticker or Trading Symbol Mediaco Holding Inc. [ MDIA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1 ESTRELLA WAY 3. Date of Earliest Transaction (MM/DD/YY) 03/10/2025 (Street) BURBANK, CA91504 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option ( 1 ) ( 2 ) ( 3 ) ( 1 )( 2 ) ( 1 )( 2 ) Class A Common Stock 7,051,538 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Estrella Media, Inc. 1 ESTRELLA WAY BURBANK, CA91504 X Signatures Estrella Media, Inc.; By: /s/ Peter Markham, its Chief Executive Officer 03/19/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 17, 2024, the Issuer and certain subsidiaries entered into an option agreement (the "Option Agreement") with certain subsidiaries of SLF LBI Aggregator, LLC ("Aggregator"), including Estrella Media, Inc. ("Estrella Media"), pursuant to which, Estrella Media has the right to put the equity (the "Put Right") of certain subsidiaries of Aggregator to a subsidiary of the Issuer in exchange for the consideration described herein from and after October 17, 2024 until April 17, 2031 (the "Option Period"). Pursuant to the terms of the Option Agreement, on October 17, 2024, the Put Right became exercisable for a warrant to purchase 7,051,538 shares of Class A Common Stock, until the Issuer's stockholders approved the issuance of the shares issuable upon the exercise of the Put Option and related transactions (the "Stockholder Proposal"). (cont'd in FN 2) ( 2 )(cont'd from FN 1) On March 10, 2025, the Issuer announced the results of the special meeting of stockholders held on March 6, 2025, where the Stockholder Proposal was approved by the Issuer's stockholders. Following the approval of the Stockholder Proposal, the Put Right became exercisable for 7,051,538 shares of Class A Common Stock. The Option Period will be automatically extended for seven years, unless the parties mutually agree otherwise in writing at least 90 days prior to the expiration of the initial Option Period. ( 3 )Estrella Media is indirectly wholly-owned by Aggregator. HPS Group GP, LLC ("HPS Group") is the non-member manager of Aggregator. Scott Kapnick is the sole member of HPS Group. On April 24, 2024, each of Aggregator, HPS Group and Scott Kapnick filed an Initial Statement of Beneficial Ownership with respect to, among other things, the Put Right. This Initial Statement of Beneficial Ownership reflects the addition of Estrella Media as a reporting person with respect to the Put Right.

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