Sec Form 4 Filing - HPS Group GP, LLC @ Mediaco Holding Inc. - 2025-05-01

FORM 4 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 HPS Group GP, LLC 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) 40 WEST 57TH STREET, 33RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2025 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Class A Common Stock 05/01/2025 M 7,051,538 A 7,051,538 I See Footnote ( 2 ) ( 3 )

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 ) 05/01/2025 M 7,051,538 ( 1 ) ( 1 ) Common Stock 7,051 ,538 ( 1 ) 0 I See Footnote ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HPS Group GP, LLC 40 WEST 57TH STREET 33RD FLOOR NEW YORK, NY10019 X Kapnick Scott 40 WEST 57TH STREET 33RD FLOOR NEW YORK, NY10019 X SLF LBI Aggregator, LLC 40 WEST 57TH STREET 33RD FLOOR NEW YORK, NY10019 X Signatures HPS Group GP, LLC; By: /s/ Scott Kapnick, its sole member 05/05/2025 Signature of Reporting Person Date By: /s/ Scott Kapnick 05/05/2025 Signature of Reporting Person Date SLF LBI Aggregator, LLC; By: /s/ Scott Kapnick, its sole member 05/05/2025 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On April 17, 2024, the Issuer and certain subsidiaries entered into an option agreement with certain subsidiaries of SLF LBI Aggregator, LLC ("Aggregator"), including Estrella Media, Inc. ("Estrella Media"), pursuant to which, among other things, Estrella Media was granted the right to put the equity of certain subsidiaries of Estrella Media to a subsidiary of the Issuer in exchange for 7,051,538 shares of Class A Common Stock from and after October 17, 2024 until April 17, 2031, subject to certain extensions (the "Option Transaction"). On May 1, 2025, the parties consummated the Option Transaction and, pursuant to Estella Media's designation right, Aggregator received the 7,051,538 shares of Class A Common Stock. ( 2 )HPS Group GP, LLC ("HPS Group") is the non-member manager of Aggregator. Scott Kapnick is the sole member of HPS Group. ( 3 )On March 19, 2025, Estrella Media filed an Initial Statement of Beneficial Ownership to add Estrella Media as a reporting person with respect to the Put Right. This Form 4 reflects withdrawal of Estrella Media as a reporting person.

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