Bright Mountain amends debt, issues 2.9M shares

Bright Mountain Media, Inc. filed an amendment describing the Twenty-Fifth Amendment to its Amended and Restated Senior Secured Credit Agreement effective as of March 31, 2026.

Rhea-AI Filing Summary

Bright Mountain Media, Inc. filed an amendment describing the Twenty-Fifth Amendment to its Amended and Restated Senior Secured Credit Agreement effective as of March 31, 2026. The amendment defers a quarterly principal payment on the Second Out Loans of approximately $1.2 million that was due March 31, 2026 until December 20, 2026, and changes interest of about $201,000 for the same period to be paid in kind instead of cash. As consideration, the company agreed to issue 2,922,566 shares of common stock, equal to 1.5% of fully-diluted pro forma ownership as of March 31, 2026, to Centre Lane Partners, which will hold about 27.3% of the common stock after the issuance. The company states that approximately $1.6 million will be due under the credit agreement as of June 30, 2026, and about $92.1 million will be due as of the maturity date on December 20, 2026.

Insights

Credit & capital structure analyst

Debt amendment defers near-term cash outflows but highlights sizable 2026 maturity.

The amendment shifts a $1.2 million Second Out Loan payment from March 31, 2026 to December 20, 2026 and converts roughly $201,000 of interest into payable-in-kind. This reduces immediate cash needs and modestly increases loan principal.

As part of the consideration, Bright Mountain Media issues 2,922,566 common shares, equal to 1.5% of fully diluted ownership, to Centre Lane Partners, taking their beneficial stake to around 27.3%. The filing also notes obligations of about $1.6 million due by June 30, 2026 and a much larger $92.1 million due at the December 20, 2026 maturity, underscoring a significant refinancing or repayment event ahead.

8-K Event Classification

2 items: 2.02, 2.03

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Key Figures

Deferred Second Out Loan installment: $1.2 million Interest paid in kind: $201,000 Common shares issued: 2,922,566 shares +5 more

8 metrics

Deferred Second Out Loan installment $1.2 million Quarterly principal payment moved from March 31, 2026 to December 20, 2026

Interest paid in kind $201,000 Interest on Second Out Loans for period ended March 31, 2026

Common shares issued 2,922,566 shares Equals 1.5% of fully-diluted pro forma ownership as of March 31, 2026

Centre Lane ownership 27.3% Beneficial ownership of Bright Mountain common stock after share issuance

Amount due June 30, 2026 $1.6 million Obligations under the credit agreement as of June 30, 2026

Amount due at maturity $92.1 million Obligations under the credit agreement as of December 20, 2026 maturity

Par value per share $0.01 per share Par value of Bright Mountain Media common stock

Equity stake represented 1.5% Fully-diluted pro forma ownership represented by the 2,922,566 issued shares

Key Terms

Amended and Restated Senior Secured Credit Agreement, Second Out Loans, payable-in-kind, fully-diluted pro forma ownership, +2 more

6 terms

Amended and Restated Senior Secured Credit Agreement financial

"are parties to an Amended and Restated Senior Secured Credit Agreement between itself, the lenders party thereto"

Second Out Loans financial

"Adjusting the amortization of the Second Out Loans such that the quarterly installment"

payable-in-kind financial

"interest payment for the Second Out Loans due on March 31, 2026 was payable-in-kind in lieu of a cash payment"

Payable-in-kind describes a payment method where interest or dividends are paid not with cash but with additional securities, such as extra shares or added principal on a loan. It matters to investors because it preserves a company’s cash like a homeowner rolling loan interest into the mortgage, but can dilute existing ownership or increase future debt and risk, so it changes both near-term cash flow and long-term value.

fully-diluted pro forma ownership financial

"equal to 1.5% of the fully-diluted pro forma ownership of the Company as of March 31, 2026"

Creation of a Direct Financial Obligation financial

"Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement"

off-balance sheet arrangement financial

"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant"

An off-balance sheet arrangement is a financial commitment or asset that a company keeps out of its main financial statements so it does not show up as a direct asset or liability. Think of it like renting equipment or using a separate storage locker instead of putting the item in your home: the economic effects exist, but they aren’t listed on the company’s primary balance sheet. Investors care because these arrangements can hide risks, obligations or sources of cash flow that affect a company’s true financial strength and future performance.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Bright Mountain Media (BMTM) change in its senior credit agreement?

Bright Mountain Media entered into a Twenty-Fifth Amendment to its senior secured credit agreement, deferring a March 31, 2026 Second Out Loan principal payment and converting certain interest to payable-in-kind, while updating lender notification requirements related to key vendor agreements.

How much loan principal did Bright Mountain Media defer under this amendment?

The company deferred a Second Out Loan quarterly installment of approximately $1.2 million that was originally due on March 31, 2026. This amount is now scheduled to be paid on December 20, 2026, aligning with the amended credit agreement provisions.

How is interest on Bright Mountain Media’s Second Out Loans affected?

Interest of about $201,000 on the Second Out Loans for the period ending March 31, 2026, which was due in cash, will instead be paid in kind. This means the obligation is added to the loan balance rather than paid out in cash immediately.

What equity did Bright Mountain Media issue to Centre Lane Partners?

As consideration for the amendment, Bright Mountain Media agreed to issue 2,922,566 shares of common stock, equal to 1.5% of fully-diluted pro forma ownership as of March 31, 2026, to Centre Lane Partners under the terms described.

What is Centre Lane Partners’ ownership in Bright Mountain Media after the share issuance?

Following issuance of the 2,922,566 common shares, Centre Lane Partners and its affiliates collectively beneficially own approximately 27.3% of Bright Mountain Media’s common stock, according to the ownership information stated in the filing.

What amounts are due under Bright Mountain Media’s credit agreement in 2026?

The filing states that approximately $1.6 million will be due under the credit agreement as of June 30, 2026, and around $92.1 million will be due on December 20, 2026, which is the maturity date of the agreement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/06/2026 - 03:50 PM Learn about SEC filing dates

0001568385trueNONE00015683852026-04-062026-04-06

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 06, 2026

Bright Mountain Media, Inc.

(Exact name of Registrant as Specified in Its Charter)

Florida			000-54887	27-2977890
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
6400 Congress Avenue Suite 2050
Boca Raton, Florida				33487
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 561 998-2440

(Former Name or Former Address, if Changed Since Last Report)

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:

☐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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

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. ☐

Explanatory Note

This Amendment No. 1 on Form 8-K/A amends the Current Report on Form 8-K filed by Bright Mountain Media, Inc. (the "Company") with the Securities and Exchange Commission on April 6, 2026 (the "Original Report"). The Original Report incorrectly reported the disclosure under Item 2.02. This Amendment is being filed solely to correct the item under which the information was reported. The disclosure is now presented under Item 2.03. No other changes have been made to the Original Report.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Bright Mountain Media, Inc. (the “Company”) and its subsidiaries are parties to an Amended and Restated Senior Secured Credit Agreement between itself, the lenders party thereto (the “Lenders”), and Centre Lane Partners Master Credit Fund II, L.P., as Administrative Agent and Collateral Agent (“Centre Lane Partners”), dated June 5, 2020, as amended (the “Credit Agreement”).

Effective as of March 31, 2026, the Company and its subsidiaries, CL Media Holdings LLC, Bright Mountain LLC, MediaHouse, Inc., Deep Focus Agency LLC, and BV Insights LLC, Centre Lane Partners, and the Lenders entered into the Twenty-Fifth Amendment to Amended and Restated Senior Secured Credit Agreement (the “Twenty-Fifth Amendment”) to amend certain terms of the Credit Agreement. All capitalized terms used below and not defined have the respective meanings ascribed to them in the Twenty-Fifth Amendment. The principal changes to the Credit Agreement made in the Twenty-Fifth Amendment include, but are not limited to, the following:

(i)Adjusting the amortization of the Second Out Loans such that the quarterly installment due on March 31, 2026 with respect to the Second Out Loans, which totaled approximately $1.2 million, was deferred in its entirety until December 20, 2026;

(ii)Adjusting the payment of interest accrued on the Second Out Loans for the interest period ended March 31, 2026, which totaled approximately $201,000, such that the interest payment for the Second Out Loans due on March 31, 2026 was payable-in-kind in lieu of a cash payment; and

(iii)Providing that the Company must notify the Lenders of any termination or material modification to the Company’s agreements with certain of the Company’s key vendors or of its intent to engage any additional vendors meeting certain criteria.

In connection with the Twenty-Fifth Amendment and as consideration therefor, the Company agreed to issue a number of shares of the common stock of the Company, par value $0.01 per share (the “Common Stock”), equal to 1.5% of the fully-diluted pro forma ownership of the Company as of March 31, 2026, or 2,922,566 shares of Common Stock, to Centre Lane Partners. Following such issuance, Centre Lane Partners and its affiliates collectively beneficially own approximately 27.3% of the Common Stock.

Approximately $1.6 million will be due under the Credit Agreement as of June 30, 2026, and approximately $92.1 million will be due under the Credit Agreement as of December 20, 2026, which is the maturity date of the Credit Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Bright Mountain Media, Inc.
Date:	April 6, 2026	By:	/s/ Matthew Drinkwater
			Matthew Drinkwater Chief Executive Officer

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