[8-K] Cineverse Corp. Reports Material Event
Rhea-AI Filing Summary
Cineverse Corp. reported Q3 FY 2026 revenue of $16.3 million, down from $40.7 million a year earlier, mainly because the prior period included about $22.8 million of theatrical revenue from Terrifier 3. Direct operating margin improved sharply to 69% from 48% as the company cut costs and shifted its mix.
The quarter swung to a net loss attributable to common stockholders of $(1.0) million, or $(0.05) per share, versus a $7.0 million profit previously, while Adjusted EBITDA was $2.4 million compared with $10.9 million but rose by $6.0 million versus the prior sequential quarter. Cash was $2.5 million with $4.2 million available under a $12.5 million credit facility as of December 31, 2025.
Subsequent to quarter end, Cineverse completed acquisitions of Giant Worldwide and IndiCue, together expected to add about $53 million of annual revenue and about $10 million of Adjusted EBITDA in fiscal 2027. Management issued fiscal 2027 guidance for revenue of $115–$120 million and Adjusted EBITDA of $10–$20 million, highlighting a strategy focused on recurring, technology-driven streaming and monetization services.
Positive
- Transformative acquisitions with sizable contribution: Giant Worldwide and IndiCue are together expected to add approximately $53 million of annual revenue and about $10 million of Adjusted EBITDA in fiscal 2027, supporting company guidance of $115–$120 million in revenue and $10–$20 million in Adjusted EBITDA.
- Margin improvement and cost discipline: Direct operating margin rose to 69% from 48% year over year, and Adjusted EBITDA, while lower than last year, improved by $6.0 million versus the prior sequential quarter, aided by SG&A reductions and a more efficient base business.
Negative
- Sharp revenue decline and swing to loss: Quarterly revenue fell to $16.3 million from $40.7 million, largely due to lapping Terrifier 3, and results shifted from $7.0 million of net income attributable to common stockholders to a $(1.0) million loss.
- Weaker balance sheet flexibility: Cash and cash equivalents decreased to $2.5 million as of December 31, 2025, net working capital stood at $(1.4) million, and the company was using its line of credit, indicating tighter short-term liquidity.
Insights
Cineverse posts weak comps but outlines transformative acquisitions and strong 2027 targets.
Cineverse delivered a mixed quarter: revenue fell to
Strategically, the acquisitions of Giant Worldwide and IndiCue are significant. Management expects them to contribute roughly
The company issued fiscal
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 February 17, 2026, Cineverse Corp. (the “Company”) issued a press release announcing its financial results for the three and nine months ended December 31, 2025.
A copy of such press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.
The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
99.1 |
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Press Release dated February 17, 2026 announcing Cineverse's financial results for the three and nine months ended December 31, 2025 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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Cineverse Corp. |
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Date: |
February 17, 2026 |
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/s/ Gary S. Loffredo |
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Name: Title: |
Gary S. Loffredo |
Exhibit 99.1
Cineverse Reports Third Quarter Fiscal Year 2026 Results
Total Revenue of $16.3 Million
Direct Operating Margin of 69%, compared to 48% in Prior Year Quarter
Adjusted EBITDA of $2.4 Million
Announces Guidance of $115 to $120 Million of Revenue and $10 to $20 Million of Adjusted EBITDA for Fiscal Year 2027, Commencing April 1, 2026
LOS ANGELES, February 17, 2026 – Cineverse Corp. (“Cineverse” or the “Company”) (NASDAQ: CNVS), a global streaming technology and entertainment company, today announced its financial results for its fiscal third quarter ended December 31, 2025 (“Q3 FY 2026”):
Acquisitions (Subsequent Events)
Subsequent to quarter end, the Company completed two acquisitions expected to add approximately $53 million in annual Revenue and approximately $10 million in Adjusted EBITDA for Fiscal Year 2027 (April 1, 2026 to March 31, 2027). Both transactions were completed at valuations the Company believes are favorable relative to the acquired businesses' growth profiles and are expected to be immediately accretive. Together, they accelerate Cineverse's positioning as an integrated, AI-powered platform for media distribution and monetization, while adding durable, recurring revenue streams to the business.
Giant Worldwide Acquisition
Subsequent to quarter end, Cineverse purchased the assets of Giant Worldwide ("Giant"), a global media services provider serving the world's leading Hollywood studios and streaming platforms. Cineverse expects Giant to contribute Revenue of $15 to $17 million and Adjusted EBITDA of $3.5 to $4 million in fiscal year 2027. The majority of the Revenue is recurring in nature, derived from ongoing service relationships with major Hollywood studio and streaming platform clients. Within the first year, the Company anticipates approximately $2.5 million in additional annualized synergies through integration with Matchpoint™.
IndiCue, Inc. Acquisition
Subsequent to quarter end, Cineverse acquired IndiCue, Inc. ("IndiCue") for $22 million in cash and shares of Cineverse common stock, subject to adjustments. Concurrent with the closing, the Company raised $13 million in convertible notes from existing long-term shareholders to support the transaction. IndiCue operates a proprietary white-label CTV monetization platform that enables publishers and streaming operators to manage, optimize, and grow their advertising revenue. Founded in 2023, IndiCue has scaled to more than 40 live clients — including IMAX, Freecast, and others — with 75 additional publishers in onboarding. IndiCue is expected to contribute approximately $38 million in revenue and approximately $7 million in Adjusted EBITDA for fiscal year 2027, representing an 18% EBITDA margin. Revenue is transaction-driven, scaling with advertising volume across the CTV ecosystem. The acquisition integrates IndiCue's monetization technology directly into the Matchpoint™ platform, creating an end-to-end white-label solution unifying content delivery and ad monetization for studios and streaming operators.
1
We are initiating financial guidance for Fiscal Year 2027 that includes the anticipated impact of the Giant and IndiCue transactions. Revenue is expected to be $115 to $120 million and Adjusted EBITDA is expected to be $10 to $20 million(1).
(1) The Company does not provide a reconciliation of forward-looking Adjusted EBITDA guidance due to the inherent difficulty in forecasting and quantifying adjustments necessary to calculate such non-GAAP measure without unreasonable effort. Material changes to such adjustments, including warrant liability and non-core operating items, could affect future GAAP results.
Q3 FY 2026 Highlights (all comparisons are to the prior year fiscal quarter ended December 31, 2024, or Q3 FY 2025):
Revenue for the quarter was $16.3 million versus $40.7 million in the prior-year quarter, a 60% decrease, due to approximately $22.8 million of theatrical revenue from Terrifier 3 in the prior year fiscal quarter.
Direct Operating Margin was 69%, compared to 48% in the prior year quarter, reflecting the Company’s continued focus on cost management.
SG&A expenses increased by $1.3 million, or 14%, to $10.7 million over the prior year quarter, primarily due to increased marketing expenses related to our theatrical releases of The Toxic Avenger and Silent Night, Deadly Night during the quarter combined with higher professional services and legal expenses associated with our recent acquisitions. These increases are offset by an approximate $1.8 million decrease in compensation expense over the prior year quarter.
Net loss attributable to common stockholders was $(1.0) million, or $(0.05) per basic and diluted share, compared to a net profit of $7.0 million, or $0.34 per share, in the prior-year quarter. Adjusted EBITDA was $2.4 million, compared to $10.9 million last year. However, Adjusted EBITDA improved by $6.0 million over the prior sequential quarter, indicating the success of our efforts to reduce costs and improve margins in our base businesses.
Financial Condition Overview:
Operational Developments During the Quarter:
Streaming audience growth:
SVOD expansion:
2
Technology:
Motion Picture & Premium Content Releasing:
Bloody Disgusting & Podcast Business Development:
Operational Developments Subsequent to Quarter-End:
3
Management Commentary:
Chris McGurk, Cineverse Chairman and CEO, stated: “Our financial objective during this quarter was to focus on improving operating results in our base business in anticipation of closing the transformative Giant and IndiCue acquisitions. We are very pleased that these efforts paid off, with significant increases in both Direct Operating Margins and Adjusted EBITDA. Our Direct Operating Margin climbed to 69% versus 48% last year and we recorded Adjusted EBITDA of $2.4 million, up $6.0 million from the prior sequential quarter."
"The Giant and IndiCue acquisitions are truly transformative for Cineverse. Both immediately add significant revenues and Adjusted EBITDA to the Company. They both also bring large, durable and scalable streams of recurring revenues to the Company and significantly strengthen our market position as an AI-powered comprehensive technology services and infrastructure solutions provider for the entertainment industry. We believe both acquisitions featured favorable valuations and deal structures and will be strongly accretive."
"Already, we have seen extremely positive results from the Giant acquisition over the last 6 weeks, and IndiCue’s month-over-month financial performance prior to acquisition was scaling up very rapidly. Therefore, we feel very confident in the financial guidance we are issuing for Fiscal Year 2027, which begins April 1, 2026, of $115 to $120 million in Revenue and $10 to $20 million in Adjusted EBITDA.”
Erick Opeka, Cineverse President and Chief Strategy Officer, stated: “Our focus continues to be on identifying and executing accretive acquisitions that deepen the competitive moat for Matchpoint™ and shifts the Company toward durable, recurring revenue streams. The Giant and IndiCue acquisitions do exactly that – together they connect distribution, data, and monetization into a single, unified solution, positioning Matchpoint™ as the only full-stack streaming distribution and monetization platform for studios and global digital platforms.”
“At the same time, we are continuing to improve margins and see meaningful growth in our recurring subscription business. We ended the quarter and the 2025 calendar year adding a net 45,000 streaming subscribers to our newest channel, Cineverse. We believe our low-cost theatrical model drives substantial brand awareness for this service, and we will continue to maintain cost discipline in that channel while completing our focus on SG&A reductions. We completed approximately $2 million of cost cuts subsequent to quarter end in January 2026, and expect to realize the vast majority of the remaining $5.5 million in cost reductions over the next two quarters. Combined with the anticipated stellar performance of our two new business units, we are confident in our guidance for the coming fiscal year.”
Conference Call
Cineverse will host a conference call at 4:30 p.m. EST/1:30 p.m. PST (Tuesday, February 17, 2026), during which management will discuss the results of its fiscal third quarter ended December 31, 2025.
Call details are as follows:
About Cineverse
Cineverse (Nasdaq: CNVS) is a next-generation entertainment studio that empowers creators and entertains fans with a wide breadth of content through the power of technology. It has developed a new blueprint for delivering entertainment experiences to passionate audiences and results for its partners with unprecedented efficiency, and distributes more than 66,000 premium films, series, and podcasts.
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Cineverse connects fans with bold, authentic, independent stories. Properties include the highest-grossing unrated film in U.S. history; dozens of streaming fandom channels; a premier podcast network; top horror destination Bloody Disgusting; and more. Powering visionary storytelling with cutting-edge innovation, Cineverse’s proprietary streaming tools and AI technology drive revenue and reach to redefine the next era of entertainment. For more information, visit home.cineverse.com.
Safe Harbor Statement
Investors and readers are cautioned that certain statements contained in this document, as well as some statements in periodic press releases and some oral statements of Cineverse officials during presentations about Cineverse, along with Cineverse's filings with the Securities and Exchange Commission, including Cineverse's registration statements, quarterly reports on Form 10-Q and annual report on Form 10-K, are "forward-looking'' statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the "Act''). Forward-looking statements include statements that are predictive in nature, which depend upon or refer to future events or conditions, which include words such as "expects," "anticipates,'' "intends,'' "plans,'' "could," "might," "believes,'' "seeks," "estimates'' or similar expressions. In addition, any statements concerning future financial performance (including future revenues, earnings, or growth rates), ongoing business strategies or prospects, and possible future actions, which may be provided by Cineverse's management, are also forward-looking statements as defined by the Act. Forward-looking statements are based on current expectations and projections about future events and are subject to various risks, uncertainties, and assumptions about Cineverse, its technology, economic and market factors, and the industries in which Cineverse does business, among other things. These statements are not guarantees of future performance, and Cineverse undertakes no specific obligation or intention to update these statements after the date of this release.
For additional information, please contact:
Julie Milstead
424-281-5411
investorrelations@cineverse.com
5
CINEVERSE CORP. |
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CONDENSED CONSOLIDATED BALANCE SHEETS |
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(in thousands) |
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As of |
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December 31, |
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March 31, |
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(Unaudited) |
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ASSETS |
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Current Assets |
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Cash and cash equivalents |
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$ |
2,461 |
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$ |
13,941 |
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Accounts receivable, net |
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17,400 |
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15,752 |
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Content advances |
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7,949 |
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6,736 |
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Other current assets |
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1,424 |
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1,652 |
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Total current assets |
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29,234 |
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38,081 |
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Property and equipment, net |
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3,528 |
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2,876 |
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Intangible assets, net |
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17,733 |
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18,168 |
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Goodwill |
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6,799 |
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6,799 |
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Content advances, net of current |
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9,239 |
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4,053 |
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Other long-term assets |
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2,041 |
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2,539 |
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Total Assets |
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$ |
68,574 |
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$ |
72,516 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current Liabilities |
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Accounts payable and accrued expenses |
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$ |
22,068 |
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$ |
31,109 |
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Line of credit |
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8,281 |
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— |
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Current portion of deferred consideration |
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— |
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2,956 |
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Current portion of operating lease liabilities |
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290 |
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187 |
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Other current liabilities |
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8 |
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183 |
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Total current liabilities |
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30,647 |
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34,435 |
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Operating lease liabilities, net of current |
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182 |
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275 |
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Other long-term liabilities |
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1 |
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14 |
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Total Liabilities |
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$ |
30,830 |
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$ |
34,724 |
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Commitments and contingencies |
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Stockholders’ Equity |
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Preferred stock |
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3,559 |
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3,559 |
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Common Stock |
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197 |
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194 |
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Additional paid-in capital |
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559,496 |
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548,405 |
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Treasury stock, at cost |
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(13,158 |
) |
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(12,193 |
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Accumulated deficit |
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(511,248 |
) |
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(500,908 |
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Accumulated other comprehensive loss |
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(279 |
) |
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(305 |
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Total stockholders’ equity of Cineverse Corp. |
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38,567 |
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38,752 |
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Deficit attributable to noncontrolling interest |
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(823 |
) |
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(960 |
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Total equity |
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37,744 |
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37,792 |
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Total Liabilities and Equity |
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$ |
68,574 |
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$ |
72,516 |
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6
CINEVERSE CORP. |
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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
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(In thousands, except for per share data) |
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(Unaudited) |
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Three Months Ended |
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2025 |
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2024 |
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Revenues |
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$ |
16,286 |
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$ |
40,740 |
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Operating expenses |
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Direct operating |
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5,049 |
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20,997 |
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Selling, general and administrative |
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10,690 |
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9,361 |
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Depreciation and amortization |
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1,203 |
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|
946 |
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Total operating expenses |
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16,942 |
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31,304 |
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Operating (loss) income |
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(656 |
) |
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9,436 |
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Interest expense |
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(195 |
) |
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(2,342 |
) |
Other (expense) income, net |
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|
(5 |
) |
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|
73 |
|
Net (loss) income before income taxes |
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(856 |
) |
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7,167 |
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Income tax expense |
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(19 |
) |
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|
(6 |
) |
Net (loss) income |
|
|
(875 |
) |
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|
7,161 |
|
Net income attributable to noncontrolling interest |
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(49 |
) |
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(48 |
) |
Net (loss) income attributable to controlling interests |
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(924 |
) |
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7,113 |
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Preferred stock dividends |
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(89 |
) |
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(89 |
) |
Net (loss) income attributable to common stock holders |
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$ |
(1,013 |
) |
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$ |
7,024 |
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Net (loss) income per share attributable to common stock holders: |
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Basic |
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$ |
(0.05 |
) |
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$ |
0.38 |
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Diluted |
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$ |
(0.05 |
) |
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$ |
0.34 |
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Weighted average shares of common stock outstanding: |
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Basic |
|
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19,218 |
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15,880 |
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Diluted |
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19,218 |
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17,774 |
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Adjusted EBITDA
We define Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, stock-based compensation expense, merger and acquisition costs, restructuring, transition and acquisitions expense, net, goodwill impairment and certain other items.
Adjusted EBITDA is not a measurement of financial performance under GAAP and may not be comparable to other similarly titled measures of other companies. We use Adjusted EBITDA as a financial metric to measure the financial performance of the business, because management believes it provides additional information with respect to the performance of its fundamental business activities. For this reason, we believe Adjusted EBITDA will also be useful to others, including our stockholders, as a valuable financial metric.
We present Adjusted EBITDA because we believe that Adjusted EBITDA is a useful supplement to net income (loss) from continuing operations as an indicator of operating performance. We also believe that Adjusted EBITDA is a financial measure that is useful both to management and investors when evaluating our performance and comparing our performance with that of our competitors. We also use Adjusted EBITDA for planning purposes, and to evaluate our financial performance because Adjusted EBITDA excludes certain incremental expenses or non-cash items, such as stock-based compensation charges, that we believe are not indicative of our ongoing operating performance.
We believe that Adjusted EBITDA is a performance measure and not a liquidity measure, and therefore a reconciliation between net income (loss) from operations and Adjusted EBITDA has been provided in the financial results. Adjusted EBITDA should not be considered as an alternative to net income (loss) from
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operations as an indicator of performance, or as an alternative to cash flows from operating activities as an indicator of cash flows, in each case as determined in accordance with GAAP, or as a measure of liquidity. In addition, Adjusted EBITDA does not take into account changes in certain assets and liabilities as well as interest and income taxes that can affect cash flows. We do not intend the presentation of these non-GAAP measures to be considered in isolation or as a substitute for results prepared in accordance with GAAP. These non-GAAP measures should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP.
Following is the reconciliation of our consolidated net income (loss) to Adjusted EBITDA (in thousands):
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Three Months Ended |
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2025 |
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2024 |
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Net (loss) income |
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$ |
(875 |
) |
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$ |
7,161 |
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Add Back: |
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Income tax expense |
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19 |
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6 |
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Depreciation and amortization ⁽¹⁾ |
|
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1,332 |
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|
|
1,031 |
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Interest expense |
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|
195 |
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|
2,342 |
|
Stock-based compensation |
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|
1,027 |
|
|
|
490 |
|
Other expense (income), net |
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5 |
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(73 |
) |
Net income attributable to noncontrolling interest |
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(49 |
) |
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(48 |
) |
Acquisition-related costs |
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603 |
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|
— |
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Employee severance costs |
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|
97 |
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|
|
— |
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Adjusted EBITDA |
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$ |
2,354 |
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$ |
10,909 |
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(1) - Includes $129 thousand and $85 thousand of amortization included in direct operating expenses on our Condensed Consolidated Statements of Operations for the three months ended December 31, 2025 and 2024, respectively
8
FAQ
How did Cineverse (CNVS) perform financially in Q3 FY 2026?
What are the key details of Cineverse’s Giant Worldwide acquisition?
What are the terms and expectations for Cineverse’s IndiCue acquisition?
What fiscal 2027 guidance did Cineverse (CNVS) provide?
How did Cineverse’s margins and Adjusted EBITDA trend in Q3 FY 2026?
What is Cineverse’s liquidity position and content library value?
How is Cineverse (CNVS) growing its streaming audience and subscriptions?
Filing Exhibits & Attachments
2 documentsPress Releases
