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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): March 17, 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
March 17, 2026, The Arena Group Holdings, Inc. (the “Company”) 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 business and financial results for the quarter and year ended December 31, 2025.
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 Exhibits 99.1 and 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 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 |
Transcript
of comments in video presentation by Paul Edmondson, Chief Executive Officer of the
Company. |
| |
|
|
| |
99.2 |
Slides
referenced in video presentation by Paul Edmondson, Chief Executive Officer of the Company. |
| |
|
|
| |
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:
March 17, 2026 |
By: |
/s/
Paul Edmondson |
| |
Name: |
Paul
Edmondson |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Hi
I’m Paul Edmondson, I’m the CEO of The Arena Group and today I have this great burger right here. This thing has crispy lettuce,
it is a big thick patty, a bun; it’s going to take a giant mouthful to get a bit of this.
This
is kind of like our earnings. We’re releasing our earnings today; Q4 through 2025 are coming out!
Full
year revenue increased to $134.8 million in 2025 from $125.9 million in 2024 as the result of growth in our non-advertising revenue streams.
Full
year gross margin significantly expanded to 50.7% in 2025 compared to 44.2% in 2024.
Income
from continuing operations for 2025 was $28.6 million, up from a loss of $7.7 million in 2024.
Additionally,
with a focus on debt reduction in 2025, we repaid $23.5 million in principal between our revolver and term loan, and we increased our
cash balance by nearly $6 million, to $10.3 million.
For
the full year’s results, as well as how we did in Q4, visit investors.thearenagroup.net.