false
0000894871
0000894871
2026-08-10
2026-08-10
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report: (Date of Earliest Event Reported): August
10, 2026
THE
ARENA GROUP HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| delaware |
|
001-12471 |
|
68-0232575 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
200
VESEY STREET, 24TH
FLOOR
NEW
YORK, new
york |
|
10281 |
| (Address of principal executive offices) |
|
(Zip code) |
212-321-5002
(Registrant’s
telephone number including area code)
(Former
name or former address if changed since last report)
Securities
registered pursuant in Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.01 per share |
|
AREN |
|
NYSE
American |
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|
Item
2.02 | Results
of Operations and Financial Condition. |
On
August 10, 2026, The Arena Group Holdings, Inc. (the “Company”) issued a press release announcing its financial results for
the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated
by reference herein in its entirety.
On
August 10, 2026, the Company also posted to its investor relations website at https://investors.thearenagroup.net/events-and-presentations/presentations,
as well as on its LinkedIn, Instagram and X (formerly known as Twitter) pages, a video presentation by Paul Edmondson, the Company’s
Chief Executive Officer, discussing the Company’s rebranding to Paladium.AI. A copy of the transcript of Mr. Edmondson’s
comments from the presentation and a copy of the slides from the presentation are furnished as Exhibit 99.2 to this Current
Report on Form 8-K, respectively, and are incorporated by reference herein in their entirety. The presentation, the transcript and the
slides should be viewed and/or read in conjunction with the press release.
The
information furnished with this Item 2.02, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities of that section, nor shall they be deemed incorporated by reference into any other filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item
7.01 | Regulation
FD Disclosure. |
On
August 10, 2026, the Company issued a press release announcing the closing of an acquisition of 100% of the issued and outstanding equity
interests of Fantasy Journalist, Inc. (d/b/a InfoSentience), a copy of which is furnished as Exhibit 99.4 to this Current Report on Form
8-K and incorporated by reference herein in its entirety. A copy of the press release is also available on the Company’s website
at www.thearenagroup.net.
The
information furnished with this Item 7.01, including Exhibit 99.3 hereto, shall not be deemed “filed” for purposes
of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference
into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference
in such a filing.
| Item
9.01. | Financial
Statements and Exhibits. |
(d)
Exhibits
| 99.1 |
Press release dated August 10, 2026 announcing financial results for the quarter ended June 30, 2026. |
| |
|
| 99.2 |
Transcript of comments in video presentation by Paul Edmondson, Chief Executive Officer of the Company. |
| |
|
| 99.3 |
Press release dated August 10, 2026 regarding the acquisition of Fantasy Journalist, Inc. (d/b/a InfoSentience). |
| |
|
| 104 |
Cover Page Interactive Data
File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
THE ARENA GROUP HOLDINGS, INC. |
| Dated: August
10, 2026 |
|
|
| |
By: |
/s/ Paul Edmondson |
| |
Name: |
Paul Edmondson |
| |
Title: |
Chief Executive Officer |
Exhibit
99.1

The
Arena Group Reports Q2 2026 Results, Announces Rebrand to Paradium.AI, Refinance of Debt, Completion of Strategic Acquisition of InfoSentience
and Launch of Cutter Studios
Acquisition
of Data-Driven Language Generation Leader and Launch of Proprietary AI-Powered Content Production Engine Mark Strategic Evolution and
Updated Corporate Identity
NEW
YORK – August 10, 2026 – The Arena Group Holdings, Inc. (NYSE American: AREN) (“The Arena Group” or “Arena”),
the brand, data and IP company home to many of the nation’s most recognizable brands, including Parade, TheStreet, Men’s
Journal, Athlon Sports, ShopHQ and the Adventure Sports Network (including Surfer, Powder, Bike Magazine and more), today announced financial
results for the three months ended June 30, 2026 (“Q2 2026”), its rebrand to Paradium.AI, refinance of its current
debt, the acquisition of InfoSentience and the launch of Cutter Studios.
Financial
Highlights for Q2 2026:
| ● | Q2
2026 revenue was $22.2 million, compared to $45.0 million in Q2 2025. |
| ● | Gross
margin was 39.2% in Q2 2026, compared to 56.4% in Q2 2025. |
| ● | Loss
from continuing operations for Q2 2026 was $0.2 million, compared to income from continuing
operations of $12.4 million in Q2 2025. |
| ● | Net
loss in Q2 2026 was $0.2 million, or -0.9% of revenue, compared to net income of $108.6 million,
or 241.3% of revenue, which included gain from discontinued operations of $96.2 million,
in Q2 2025. |
| ● | Adjusted
EBITDA for Q2 2026 was $4.4 million compared to Adjusted EBITDA of $18.6 million in Q2 2025.
Adjusted EBITDA margin was 19.8% in Q2 2026 compared to 41.3%, in Q2 2025. |
| ● | Cash
balance of $11.2 million, including $2.1 million generated in cash flow from operating activities
in Q2. |
Paradium.AI,
InfoSentience, and Cutter Studios:
Following
the successful close of the InfoSentience acquisition, Arena is immediately leveraging this market-leading technology alongside Cutter
Studios, the company’s proprietary, AI-driven video and article production and distribution platform. These initiatives are
expected to unlock new B2B revenue streams, scale enterprise relationships, and drive growth across previously underserved content
verticals. Arena believes that the high-margin, asset-light model enables rapid, scalable expansion without the heavy capital
requirements of traditional media infrastructure. This integrated tech stack operates as a powerful force-multiplier for corporate workflows,
deploying advanced AI tools engineered to significantly increase scale and augment human talent rather than replace it.
By
seamlessly blending the authority of legacy media brands with automation, Arena believes it is uniquely positioned
to empower modern creators and media entrepreneurs to scale at unprecedented speeds, cementing an evolution far beyond traditional publishing.
This strategic transformation will culminate with the official corporate rebranding to Paradium.AI, which is expected to be completed
by the end of August.
“We
believe this quarter marks the official pivot point where our operational groundwork has converted into a durable technology advantage,”
said Paul Edmondson, CEO of The Arena Group. “We are actively executing our corporate transition to Paradium.AI, moving decisively
away from legacy publishing and emerging as a differentiated technology company built to empower independent creators. Driven by our
acquisition of InfoSentience’s automated data engine, the launch of Cutter Studios and our first-party data platform Encore, we
believe that we are delivering the scale, tools and reach that creators and brands simply cannot build independently.”
Debt
Refinance:
Following
a comprehensive review of the Company’s refinancing options, including engagement with multiple banks, The Arena Group elected
to extend its existing term debt facility with its current lender, Renew Group Private Limited, rather than pursue alternatives
that would have created unnecessary dilution. The amended facility extends the maturity by three years, underscoring the lender’s
continued confidence in the business.
“Extending
our debt maturity by three years is an important milestone for the company,” said Geoffrey Wait, Principal Financial Officer.”
This transaction strengthens our financial flexibility, eliminates a significant near-term uncertainty, and allows us to remain focused
on executing our strategic priorities without unnecessary equity dilution. We appreciate the continued confidence of our lending partner
and believe this positions us well as we continue our transformation.”
The
new facility was structured to align closely with our strategic roadmap, providing the necessary operational flexibility and financial
headroom to comfortably meet all obligations and covenants as we execute our ongoing strategic pivot while also reducing near term refinancing
risk. Arena believes this will enable it to selectively evaluate additional financing opportunities over time as market conditions improve.
“AI
has created an inflection point in digital media where you either evolve or get left behind—and we intend to lead,” continued
Edmondson. “We believe that we have built the foundational infrastructure to support today’s creator ecosystem, with
AI-powered tools designed to enable independent content creators. We believe we are stepping into Q3 with operational momentum. By extending
the maturity of our debt by three years on non-dilutive terms, we believe we have cleared our runway to aggressively execute our new
vision, position our platform for rapid scale, and deliver long-term value into our traditionally strongest quarters.”
About
The Arena Group
The
Arena Group Holdings, Inc. (NYSE American: AREN) is a brand, data and IP company that builds, acquires and scales high-performing digital
assets. We combine technology, storytelling and entrepreneurship to create deep content verticals that engage passionate audiences across
sports & leisure, lifestyle and finance. Through our portfolio of owned and operated brands including Parade, TheStreet, Men’s
Journal, Athlon Sports, ShopHQ, TravelHost and the Adventure Sports Network (ASN) (Surfer, Powder, etc.), we deliver trusted content
and meaningful experiences to millions of users each month. Visit us at thearenagroup.net to learn more.
THE
ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED BALANCE SHEETS
(In
thousands of dollars, except for share data)
| | |
As
of | |
| | |
June 30, 2026 | | |
December 31,
2025 | |
| | |
(Unaudited) | | |
| |
| Assets | |
| | | |
| | |
| Current assets: | |
| | | |
| | |
| Cash and cash
equivalents | |
$ | 11,170 | | |
$ | 10,338 | |
| Accounts receivable (net
of allowances of $1,073 and $1,255 at June 30, 2026 and December 31, 2025, respectively) | |
| 18,489 | | |
| 22,270 | |
| Prepayments
and other current assets | |
| 2,776 | | |
| 3,022 | |
| Total current assets | |
| 32,435 | | |
| 35,630 | |
| Property and equipment, net | |
| 41 | | |
| 56 | |
| Operating lease right-of-use assets | |
| 1,881 | | |
| 2,031 | |
| Platform development, net | |
| 8,428 | | |
| 9,762 | |
| Acquired and other intangible assets, net | |
| 20,625 | | |
| 22,412 | |
| Other long-term assets | |
| 130 | | |
| 137 | |
| Goodwill | |
| 42,575 | | |
| 42,575 | |
| Total assets | |
$ | 106,115 | | |
$ | 112,603 | |
| Liabilities and stockholders’
deficiency | |
| | | |
| | |
| Current liabilities: | |
| | | |
| | |
| Accounts payable | |
$ | 2,315 | | |
$ | 1,676 | |
| Accrued expenses and other | |
| 4,995 | | |
| 7,631 | |
| Unearned revenue | |
| 1,651 | | |
| 3,251 | |
| Subscription and returns
reserve liability | |
| 587 | | |
| 508 | |
| Operating lease liability,
current portion | |
| 424 | | |
| 402 | |
| Liquidated
damages payable | |
| 3,686 | | |
| 3,535 | |
| Total current liabilities | |
| 13,658 | | |
| 17,003 | |
| Unearned revenue, net of current portion | |
| 28 | | |
| 43 | |
| Operating lease liability, net of current portion | |
| 1,853 | | |
| 2,071 | |
| Deferred tax liabilities | |
| 520 | | |
| 733 | |
| Term debt | |
| 97,606 | | |
| 97,578 | |
| Total liabilities | |
| 113,665 | | |
| 117,428 | |
| Commitments and contingencies | |
| | | |
| | |
| Stockholders’ deficiency: | |
| | | |
| | |
| Common stock, $0.01 par
value, authorized 1,000,000,000 shares; issued and outstanding: 47,610,653 and 47,594,930 shares at June 30, 2026 and December 31,
2025, respectively | |
| 482 | | |
| 482 | |
| Additional paid-in capital | |
| 349,307 | | |
| 349,198 | |
| Accumulated
deficit | |
| (357,339 | ) | |
| (354,505 | ) |
| Total stockholders’
deficiency | |
| (7,550 | ) | |
| (4,825 | ) |
| Total liabilities and
stockholders’ deficiency | |
$ | 106,115 | | |
$ | 112,603 | |
THE
ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
(In
thousands of dollars, except for share data)
| | |
Three
Months Ended June 30, | |
| | |
2026 | | |
2025 | |
| | |
| | |
| |
| Revenue | |
$ | 22,183 | | |
$ | 45,012 | |
| Cost of revenue (includes
amortization of platform development and developed technology for the three months ended June 30, 2026 and 2025 of $1,078 and $1,108,
respectively. | |
| 13,515 | | |
| 19,577 | |
| Gross profit | |
| 8,668 | | |
| 25,435 | |
| Operating expenses | |
| | | |
| | |
| Selling and marketing | |
| 1,825 | | |
| 1,942 | |
| General and administrative | |
| 3,655 | | |
| 6,200 | |
| Depreciation
and amortization | |
| 908 | | |
| 881 | |
| Total operating expenses | |
| 6,388 | | |
| 9,023 | |
| Income from operations | |
| 2,280 | | |
| 16,412 | |
| Other (expense) | |
| | | |
| | |
| Interest expense, net | |
| (2,450 | ) | |
| (2,945 | ) |
| Liquidated
damages | |
| (76 | ) | |
| (76 | ) |
| Total other expense | |
| (2,526 | ) | |
| (3,021 | ) |
| (Loss) income before income taxes | |
| (246 | ) | |
| 13,391 | |
| Income tax benefit (provision) | |
| 70 | | |
| (979 | ) |
| (Loss) income from continuing operations | |
| (176 | ) | |
| 12,412 | |
| Income from discontinued
operations, net of tax | |
| — | | |
| 96,227 | |
| Net
(loss) income | |
$ | (176 | ) | |
$ | 108,639 | |
| Basic net income (loss) per common share: | |
| | | |
| | |
| Continuing operations | |
$ | — | | |
$ | 0.26 | |
| Discontinued
operations | |
| — | | |
| 2.03 | |
| Basic net income (loss)
per common share | |
$ | 0.00 | | |
$ | 2.29 | |
| Diluted net income (loss) per common share: | |
| | | |
| | |
| Continuing operations | |
$ | — | | |
$ | 0.26 | |
| Discontinued
operations | |
| — | | |
| 2.02 | |
| Diluted net income (loss)
per common share | |
$ | 0.00 | | |
$ | 2.28 | |
| Weighted average number of common shares outstanding: | |
| | | |
| | |
| Basic | |
| 47,498,571 | | |
| 47,398,767 | |
| Diluted | |
| 47,498,571 | | |
| 47,635,146 | |
We
report our financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”);
however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental
information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the
underlying continuing operating performance by excluding the impact of certain items that are noncash in nature or not related to our
core business operations. We calculate Adjusted EBITDA as net income (loss) as adjusted for income from discontinued operations, interest
expense (net), income taxes, and depreciation and amortization. We further adjust for stock-based compensation and other special items
that do not reflect our ongoing core operational performance, including impairment costs, third-party vendor or professional settlement
fees, liquidated damages, and government tax incentive credits. Our non-GAAP measure may not be comparable to similarly titled measures
used by other companies, have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis
of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP measure as superior to, or a substitute
for, the equivalent measure calculated and presented in accordance with GAAP. Some of the limitations are that our non-GAAP measure:
| |
● |
does
not reflect interest expense and financing fees, or the cash required to service our debt, which reduces cash available to us; |
| |
● |
does
not reflect income tax provision or benefit, which is a noncash income or expense; |
| |
● |
does
not reflect depreciation and amortization expense and, although this is a noncash expense, the assets being depreciated may have
to be replaced in the future, increasing our cash requirements; |
| |
● |
does
not reflect stock-based compensation and, therefore, does not include all of our compensation costs; |
| |
● |
does
not reflect the change in valuation of contingent consideration, and, although this is a noncash income or expense, the change in
the valuations each reporting period are not impacted by our actual business operations but is instead strongly tied to the change
in the market value of our common stock; |
| |
● |
does
not reflect liquidated damages and, therefore, does not include future cash requirements if we repay the liquidated damages in cash
instead of shares of our common stock (which the investor would need to agree to); |
| |
● |
does
not reflect any losses from the impairment of assets, which is a noncash operating expense; |
| |
● |
does
not reflect any losses from the sale of assets, which is a noncash operating expense; |
| |
● |
does
not reflect the employee retention credits recorded by us for payroll related tax credits under the CARES Act; |
| |
● |
does
not reflect payments related to employee severance and employee restructuring changes for our former executives; |
| |
● |
does
not reflect the professional and vendor fees incurred by us for services provided by consultants, accountants, lawyers, and other
vendors, which services were related to certain types of events that are not reflective of our business operations; and |
| |
● |
may
not reflect proper non-direct cost allocations. |
The
following table presents a reconciliation of Adjusted EBITDA to net income (loss), which is the most directly comparable GAAP measure,
for the periods indicated:
| | |
Three
Months Ended June 30, | |
| | |
2026 | | |
2025 | |
| Net (loss) income | |
$ | (176 | ) | |
$ | 108,639 | |
| Less: (Income) from discontinued
operations | |
| — | | |
| (96,227 | ) |
| (Loss) income from continuing operations | |
| (176 | ) | |
| 12,412 | |
| Add: | |
| | | |
| | |
| Interest expense, net (1) | |
| 2,450 | | |
| 2,945 | |
| Income taxes | |
| (70 | ) | |
| 979 | |
| Depreciation and amortization
(2) | |
| 1,986 | | |
| 1,989 | |
| Stock-based compensation
(3) | |
| 45 | | |
| 151 | |
| Liquidated damages (4) | |
| 76 | | |
| 76 | |
| Other (5) | |
| 97 | | |
| — | |
| Adjusted
EBITDA | |
$ | 4,408 | | |
$ | 18,552 | |
| (1) |
Interest
expense is related to our capital structure and varies over time due to a variety of financing transactions. Interest expense includes
$14 and $31 for amortization of debt costs for the three months ended June 30, 2026 and 2025 respectively. These amounts are noncash
items. Investors should note that cash interest payments will recur in future periods. |
| (2) |
Depreciation
and amortization related to our developed technology and our Platform is included within cost of revenues of $1,078 and $1,108 for
the three months ended June 30, 2026 and 2025, respectively, and depreciation and amortization is included within operating expenses
of $908 and $881 for the three months ended June 30, 2026 and 2025, respectively. We believe (i) the amount of depreciation and amortization
expense in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such
expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible
and intangible assets. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods
presented and will contribute to future revenue generation and should also note that such expense will recur in future periods. |
| (3) |
Stock-based
compensation represents noncash costs arising from the grant of stock-based awards to employees, consultants and directors. We believe
that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period
comparisons in our operating performance because (i) the amount of such expenses in any specific period may not directly correlate
to the underlying performance of our business operations, and (ii) such expenses can vary significantly between periods as a result
of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Additionally, we believe that
excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between
our operating performance and the operating performance of other companies that may use different forms of employee compensation
or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a
key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to
contribute to operating results in future periods. Investors should also note that such expenses will recur in the future. |
| (4) |
Liquidated
damages (or interest expense related to accrued liquidated damages) represents amounts we owe to certain of our investors in private
placements offerings conducted in fiscal years 2018 through 2020, pursuant to which we agreed to certain covenants in the respective
securities purchase agreements and registration rights agreements, including the filing of resale registration statements and becoming
current in our reporting obligations, which we were not able to timely meet. |
| (5) |
Represents
acquisition-related fair value adjustments associated with contract assets acquired in the Parade acquisition. Management excludes
these transaction-related adjustments as they are not reflective of our ongoing operational performance. |
Forward-Looking
Statements
This
Press Release of The Arena Group Holdings, Inc. (the “Company,” “we,” “our,” and “us”)
contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements
relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues
and income from continuing operations, anticipated yield growth and monetization improvements, cost reductions, debt refinancing efforts,
market growth, capital requirements, product introductions and technological capabilities, expansion plans, our stock price relative
to our peers and our share repurchase program (as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 filed
with the SEC on March 16, 2026 (the “2025 Form 10-K”) and in our other SEC filings and publicly available documents). Other
statements contained in this Press Release that are not historical facts are also forward-looking statements. We have tried, wherever
possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,”
“expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” and other stylistic variants denoting forward-looking statements.
We
caution investors that any forward-looking statements presented in this Press Release, including but not limited to our belief that
the acquisition will be immediately accretive to earnings and cash flow, the expectation that the acquisition will expand B2B revenue
streams, expectations relating to business efficiency, editorial capabilities and market reach, or that we may make orally or in
writing from time to time, are based on information currently available, as well as our beliefs and assumptions. The actual outcome related
to forward-looking statements will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control
or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some
will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those
differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based only
on known results and trends at the time they are made, to anticipate future results or trends. We detail other risks in our public filings
with the Securities and Exchange Commission (the “SEC”), including in Part I, Item 1A, Risk Factors, in the 2025 Form 10-K.
The discussion in this Press Release should be read in conjunction with the consolidated financial statements and notes thereto included
in Part II, Item 8 in the 2025 Form 10-K.
This
Press Release and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are
expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any
obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this
Press Release except as may be required by law.
The
Arena Group Contact:
Morgan
Fitzgerald
morgan.fitzgerald@thearenagroup.net
The
Arena Group Investor Contact:
Rob
Fink
FNK
IR
646-809-4048
aren@fnkir.com
Exhibit
99.2
Over
the last few years we have come a long way from our days as a traditional media company focused on “Arenas” that vertically
integrate audiences. As we continue to evolve, we are excited to reveal a fresh new look, feel and identity.
I’d
like to introduce Paradium.AI.
Yes.
We know. Another company just put “.AI” in its name, but bear with me .
The
media landscape didn’t just change; it fractured. For years, the industry lived on a diet of search engine traffic, and then—almost
overnight—LLMs began to consume audiences at scale. It challenged us to examine our relationship with our customers and our creativity,
in a deeper, unique way.
But
here is the thing: because I’ve spent my career surrounded by entrepreneurship and innovation in the Bay Area, we weren’t
starting from scratch. We weren’t scrambling for a strategy; we’re accelerating.
We
didn’t rename the company and then go look for the technology. Our team built the technology first, and the name finally caught
up.
Encore
has been running as the operating layer under our entire portfolio for a while now — quietly, doing the unglamorous work of turning
audience into data that drives commerce and ad revenue.
We
acquired InfoSentience, because generative AI is a fundamental tool that all publishers and creators don’t just want, they need
it. This isn’t about replacing our editorial team - it’s about empowering them .This technology acts as a multiplier—helping
create more on-brand content that readers love, that powers B2B customers, brands, and creators today, profitably.
We
launched Cutter Studios, because digital assets and distribution matter. It’s our proprietary engine that takes authentic video
voices, transforms them into clips and articles optimized for virality, publishes them, and distributes them through a smart AI syndication
engine that optimizes for audience and yield.
Our
smart CMS remains the core. Everything we build was designed to strengthen a creator, entrepreneur, or publisher running a digital media
company all driven by AI.
This
is all built and running. The name change came last.
We’re
not a traditional publisher anymore, and we haven’t been one for a while — we’re a technology company that powers entrepreneurs,
creators, and brands, with the tools, data, and reach they couldn’t build alone.
Our
new tagline is, “All In.” Not because it shares the initials with “Artificial Intelligence” — although,
yes, we like that — but because it’s true. We’ve spent real money, real time, and real talent on this initiative: Encore,
Infosentience, Cutter Studios. That’s not a marketing budget, that’s momentum.
To
the team: thank you for building the parts of this that were never going to make it into a highlight reel — the pipelines, the
integrations, and the creativity.This name is catching up to your work.
To
our shareholders: we know renames are cheap talk in this market, and you should be skeptical of them. Judge us on what’s already
running, not on the new logo. The logo’s just the part you can see.
This
is Paradium.AI. All In.
Exhibit
99.3

The
Arena Group d/b/a Paradium.AI Acquires InfoSentience to Scale Data-Driven Content Generation
The
strategic acquisition of InfoSentience is expected to be immediately accretive to earnings and cash flow, providing a scalable foundation
for accelerated growth across Paradium.AI’s premium editorial and data-driven revenue streams.
NEW
YORK, NY – August 10, 2026 – The Arena Group Holdings, Inc. d/b/a Paradium.AI (NYSE American: AREN) (the
“Company” or “Paradium.AI”), the technology, brand, data and IP company home to many of the nation’s most
recognizable brands, including Parade, TheStreet, Men’s Journal, Athlon Sports, ShopHQ and the Adventure Network (including Surfer,
Powder, Bike Magazine and more), today announced it has acquired InfoSentience, an innovator in automated, data-driven natural
language generation.
Strategic
Rationale and Technology Integration
This
acquisition is engineered to capitalize on InfoSentience’s established track record with elite partners such as MaxPreps. By integrating
their deterministic, high-volume narrative engine, Paradium.AI expects to significantly expand its B2B revenue streams and provide
existing editorial teams with the scale to cover data-intensive sectors, such as global finance and professional sports, with
reliability and speed.
“The
acquisition of InfoSentience represents a pivotal shift from traditional publishing to a robust technology infrastructure,” said
Ryan Bonini, General Manager, Sports & Leisure at The Arena Group. “By integrating InfoSentience’s deterministic language
generation, we believe that we are providing the scale and sophistication required for creators and brands to excel in an AI-driven
landscape. This technology enhances our editorial capabilities and empowers media entrepreneurs with data-driven reach that was previously
unattainable independently.”
The
combination drives business efficiency by automating repetitive, data-heavy reporting. This shift allows editorial staff to move beyond
manual data processing to focus on high-impact investigative journalism, while the technology simultaneously scales the Company’s
reach into previously underserved markets, ensuring a broader and more efficient content ecosystem.
“Joining
forces with The Arena Group, newly branded as Paradium.AI, marks a thrilling new chapter for our team and the technology we’ve
built at InfoSentience,” said Steve Wasick, Founder of InfoSentience. “Our technology is built to surface impactful, data-driven
insights across a large range of topics. Paradium.AI is an incredible platform to plug into, and we are eager to push the boundaries
of data-driven storytelling and deliver unparalleled value to creators and audiences alike through this partnership.”
As
part of the acquisition, InfoSentience will continue its operations for its third party partners, expand its offerings and continue
to seek new clients. Wasick will remain with the combined company. Acquired with cash on hand, the Company expects the acquisition to
be accretive to earnings in 2026. Livmo served as the exclusive sell-side advisor for this transaction.

Forward-Looking
Statements
This
Press Release of The Arena Group Holdings, Inc. (the “Company,” “we,” “our,” and “us”)
contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities
Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements
relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues
and income from continuing operations, anticipated yield growth and monetization improvements, cost reductions, debt refinancing efforts,
market growth, capital requirements, product introductions and technological capabilities, expansion plans, our stock price relative
to our peers and our share repurchase program (as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 filed
with the SEC on March 16, 2026 (the “2025 Form 10-K”) and in our other SEC filings and publicly available documents). Other
statements contained in this Press Release that are not historical facts are also forward-looking statements. We have tried, wherever
possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,”
“expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,”
“estimates,” and other stylistic variants denoting forward-looking statements.
We
caution investors that any forward-looking statements presented in this Press Release, including but not limited to our belief that
the acquisition will be immediately accretive to earnings and cash flow, the expectation that the acquisition will expand B2B revenue
streams, expectations relating to business efficiency, editorial capabilities and market reach, or that we may make orally or in
writing from time to time, are based on information currently available, as well as our beliefs and assumptions. The actual outcome related
to forward-looking statements will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control
or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some
will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those
differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based only
on known results and trends at the time they are made, to anticipate future results or trends. We detail other risks in our public filings
with the Securities and Exchange Commission (the “SEC”), including in Part I, Item 1A, Risk Factors, in the 2025 Form 10-K.
The discussion in this Press Release should be read in conjunction with the consolidated financial statements and notes thereto included
in Part II, Item 8 in the 2025 Form 10-K.
This
Press Release and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are
expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any
obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this
Press Release except as may be required by law.
About
The Arena Group/Paradium.AI
The
Arena Group Holdings, Inc. d/b/a Paradium.AI (NYSE American: AREN) is a brand, data and IP company that builds, acquires and scales high-performing
digital assets. We combine technology, storytelling and entrepreneurship to create deep content verticals that engage passionate audiences
across sports & leisure, lifestyle and finance. Through our portfolio of owned and operated brands including Parade, TheStreet, Men’s
Journal, Athlon Sports, ShopHQ, TravelHost and the Adventure Sports Network (ASN) (Surfer, Powder, etc), we deliver trusted content and
meaningful experiences to millions of users each month. Visit us at thearenagroup.net to learn more.
Media
Contact
Morgan Fitzgerald
morgan.fitzgerald@thearenagroup.net
Investor
Relations Contact
Rob Fink, FNK IR
aren@fnkir.com
646.809.4048