Newsmax Q3 2026 revenue reaches $69M with $14M fee
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
10-Q
Newsmax Inc. (NMAX) reported third-quarter 2026 revenue of $69,032,750, up 52.5% from $45,272,696 a year earlier, and net income of $15,229,634 versus a $4.1 million loss. Revenue included a $14.0 million termination fee from a modified commercial advertising agreement; Newsmax said the transaction is not expected to recur. Affiliate-fee and licensing revenue also increased, reflecting new contracts, rate changes and a licensing amendment.
For the nine months ended September 30, 2026, revenue was $174,806,727, up 27.6%, and net income was $15,908,719 versus a $96.5 million loss. Operating cash flow was $7,669,369, compared with $107,082,019 used in the prior-year period. At September 30, cash was $26.7 million and investments were $110.8 million. A $20.0 million settlement installment is due on or before January 15, 2027, backed by fully funded escrow.
Management concluded disclosure controls and internal control over financial reporting were ineffective at September 30 due to material weaknesses, including gaps in policies, documentation and IT controls. Remediation includes hiring accounting staff, engaging outside advisors, and strengthening documentation and oversight.
2 points · 0 major1 major · 2 points
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue rose 52.5% to $69,032,750.
- Moderate pointNine-month operating cash flow was $7,669,369 provided, versus $107,082,019 used in 2025.
Negative
- Major pointMaterial weaknesses left internal controls ineffective as of September 30, 2026.
- Moderate pointNine-month digital-segment revenue declined 6.2% to $24,566,564.
Filing Explained
No facility purchases occurred in the nine months of 2026; by November 12, 2026, $25.2 million remained due, and an $18.9 million lease was committed.
This Form 10-Q says Newsmax made no purchases under its
A separate 2023 commercial-counterparty settlement had
Key Figures
Third-quarter revenue: $69,032,750
Third-quarter net income: $15,229,634
Termination fee: $14.0 million
+5 more
8 metrics
Third-quarter revenue
$69,032,750
Three months ended September 30, 2026; $45,272,696 in 2025, up 52.5%.
Third-quarter net income
$15,229,634
Three months ended September 30, 2026; compared with a $4.1 million net loss in 2025.
Termination fee
$14.0 million
Recognized in the three and nine months ended September 30, 2026; the company said the transaction is not expected to recur.
Nine-month revenue
$174,806,727
Nine months ended September 30, 2026; $137,014,147 in 2025, up 27.6%.
Nine-month net income
$15,908,719
Nine months ended September 30, 2026; compared with a $96,523,552 net loss in 2025.
Operating cash flow
$7,669,369 provided
Nine months ended September 30, 2026; $107,082,019 used in 2025.
Cash and cash equivalents
$26.7 million
As of September 30, 2026.
Investments
$110.8 million
As of September 30, 2026.
Key Terms
Adjusted EBITDA, OTT, performance obligation, available-for-sale securities, +1 more
5 terms
Adjusted EBITDA financial
"Adjusted EBITDA is defined as revenues less cost of revenues"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
OTT technical
"linear and over the top (OTT) news channels"
OTT stands for “over-the-top” and describes video, audio or other media services delivered directly to users over the internet, bypassing traditional cable or broadcast systems. Investors watch OTT metrics—subscriber counts, viewing time, and churn—because they drive recurring revenue, advertising potential and customer loyalty much like a consumer choosing to subscribe to a gym instead of buying one-off classes. Changes in OTT performance can signal growth opportunities or rising costs for content and marketing, affecting company value.
performance obligation financial
"a distinct performance obligation that is satisfied"
A performance obligation is a specific promise in a contract to deliver a good or provide a service to a customer, and it is the unit companies use to decide when and how much revenue to record. Think of it like checklist items in a service agreement: each item completed can trigger part of the payment to be recognized as revenue. Investors care because how obligations are identified and satisfied changes the timing and amount of reported revenue and profits, affecting comparisons and valuation.
available-for-sale securities financial
"available-for-sale securities at September 30, 2026"
Available-for-sale securities are investments in stocks, bonds or similar instruments that a company does not intend to trade frequently but may sell before they mature. They matter to investors because changes in the market value of these holdings show up as paper gains or losses on the company's balance sheet rather than immediately in profit, so they can affect reported net worth and the timing of income without changing day-to-day earnings. Think of them like items on a household shelf you might sell later: their value moves with the market even if you haven’t cashed out.
material weakness financial
"A material weakness is a deficiency"
A material weakness is a significant flaw in the systems and checks a company uses to ensure its financial reports are accurate, meaning errors or fraud could happen and not be caught. For investors it matters because it raises the risk that reported results are unreliable—similar to finding a hole in a ship’s hull—potentially leading to corrected financials, regulatory action, reduced trust, and negative effects on stock value and borrowing costs.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were NMAX’s revenue and net income in the third quarter of 2026?
Newsmax reported $69,032,750 in revenue and $15,229,634 in net income for the three months ended September 30, 2026. In the year-earlier quarter, revenue was $45,272,696 and the company reported a net loss of $4.1 million.
Why did Newsmax report a $14 million termination fee?
The $14.0 million fee followed a negotiated modification of a commercial agreement that included guaranteed advertising placement. Newsmax received the first $7.0 million installment on September 30, 2026, and the second and final $7.0 million installment in October 2026. The company said the transaction is not expected to recur.
Why did Newsmax say its internal controls were ineffective?
Management said disclosure controls and internal control over financial reporting were ineffective as of September 30, 2026. Weaknesses included inadequate policies and process controls, insufficient evidence of review and approval, and deficiencies in IT access, vulnerability assessment and backup controls. Remediation includes hiring accounting staff, engaging third-party advisors, and improving documentation and oversight.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _______________ to _______________
Commission file number 001-42575
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | o | Accelerated filer | o | |||||||||||
x | Smaller reporting company | |||||||||||||
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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No x
As of November 4, 2026, a total of 39,239,297 shares of Class A common stock, par value $0.001 per share, and 89,961,222 shares of Class B common stock, par value $0.001 per share were issued and outstanding.
TABLE OF CONTENTS
| Page | |||||
Part I - Financial Information | 1 | ||||
Item 1. Financial Statements | 2 | ||||
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations | 19 | ||||
Item 3. Quantitative and Qualitative Disclosures About Market Risk | 28 | ||||
Item 4. Controls and Procedures | 28 | ||||
Part II - Other Information | 31 | ||||
Item 1. Legal Proceedings | 31 | ||||
Item 1A. Risk Factors | 32 | ||||
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 32 | ||||
Item 3. Defaults Upon Senior Securities | 32 | ||||
Item 4. Mine Safety Disclosures | 32 | ||||
Item 5. Other Information | 32 | ||||
Item 6. Exhibit and Financial Statement Schedules | 33 | ||||
Signatures | 34 | ||||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA
This Quarterly Report on Form 10-Q contains certain forward-looking statements which are made pursuant to the safe harbor provisions 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”). Any statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “believes,” “will,” “expects,” “anticipates,” “estimates,” “predicts,” “potential,” “continues,” “intends,” “plans” and “would” or the negative of these terms or other comparable terminology. For example, statements concerning financial condition, possible or assumed future results of operations, growth opportunities, and plans are all forward-looking statements. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:
•current or future financial performance;
•management’s plans and objectives for future operations;
•uncertainties associated with product research and development;
•uncertainties associated with dependence upon the actions of government regulatory agencies;
•product plans and performance;
•management’s assessment of market factors; and statements regarding our strategy and plans.
All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.
This Quarterly Report on Form 10-Q may include market data and certain industry data and forecasts, which we may obtain from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications, articles and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While we believe that such studies and publications are reliable, we have not independently verified market and industry data from third-party sources.
1
Part I - Financial Information
Item 1. Financial Statements
NEWSMAX INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| September 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
Cash and cash equivalents | $ | $ | |||||||||
| Funds held in escrow | |||||||||||
Investments | |||||||||||
Accounts receivable, net | |||||||||||
Inventories, net | |||||||||||
Prepaid expenses and other current assets | |||||||||||
Total current assets | |||||||||||
Property and equipment, net | |||||||||||
Right of use assets | |||||||||||
Other assets | |||||||||||
Funds held in escrow | |||||||||||
Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Deferred revenue | |||||||||||
| Lease liability | |||||||||||
Settlement liability | |||||||||||
| Share repurchase liability | |||||||||||
| Total current liabilities | |||||||||||
| Long-term liabilities: | |||||||||||
| Deferred revenue, net of current portion | |||||||||||
| Lease liability, net of current portion | |||||||||||
Other long-term liabilities | |||||||||||
| Settlement liability, net of current portion | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies (Note 8) | |||||||||||
| Stockholders’ equity | |||||||||||
Class A common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive (loss) income | ( | ||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
NEWSMAX INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| For the three months ended | For the nine months ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Service revenue | $ | $ | $ | $ | |||||||||||||||||||
| Product revenue | |||||||||||||||||||||||
| Service revenue termination fee | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of services | |||||||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| General and administrative expenses: | |||||||||||||||||||||||
| Personnel costs | |||||||||||||||||||||||
| Advertising costs | |||||||||||||||||||||||
| Depreciation | |||||||||||||||||||||||
| Other corporate matters | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total general and administrative expenses | |||||||||||||||||||||||
| Income (loss) from operations | ( | ( | |||||||||||||||||||||
| Other income (expense), net: | |||||||||||||||||||||||
| Interest and dividend income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Realized gain on marketable securities | |||||||||||||||||||||||
| Unrealized (loss) gain on marketable securities and crypto assets | ( | ||||||||||||||||||||||
| Other, net | ( | ( | ( | ( | |||||||||||||||||||
| Total other income (expense), net | ( | ||||||||||||||||||||||
| Net income (loss) before income taxes | ( | ( | |||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Unrealized (loss) gain on available for sale debt investments, net of income tax | ( | ( | ( | ||||||||||||||||||||
| Comprehensive income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Weighted average common stock outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net income (loss) per share attributable to common stockholders | |||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
NEWSMAX INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE AND REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
| For the three months ended | For the nine months ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Convertible and redeemable Series A Preferred Stock: | |||||||||||||||||||||||
| Beginning balances | $ | $ | $ | $ | |||||||||||||||||||
| Dividends accretion | |||||||||||||||||||||||
| Recapitalization and conversion of preferred stock | ( | ||||||||||||||||||||||
| Ending balances | $ | $ | $ | $ | |||||||||||||||||||
| Total stockholders' equity (deficit), beginning balances | $ | $ | $ | $ | ( | ||||||||||||||||||
| Common stock and additional paid-in capital: | |||||||||||||||||||||||
| Beginning balances | $ | $ | $ | $ | |||||||||||||||||||
| Issuance of common stock, net of offering cost and expenses | ( | ||||||||||||||||||||||
| Recapitalization and conversion of preferred stock | |||||||||||||||||||||||
| Exercise of stock options into common stock, net of withholding tax | |||||||||||||||||||||||
| Warrant liability conversion | |||||||||||||||||||||||
| Dividends | ( | ||||||||||||||||||||||
| Standby Equity Purchase Agreement commitment fee | |||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||
| Vesting of early exercise stock options | |||||||||||||||||||||||
| Ending balances | $ | $ | $ | $ | |||||||||||||||||||
| Convertible and redeemable Series B Preferred Stock: | |||||||||||||||||||||||
| Beginning balances | $ | $ | $ | $ | |||||||||||||||||||
| Preferred stock Series B sale | |||||||||||||||||||||||
| Issuance of equity-classified warrants | |||||||||||||||||||||||
| Recapitalization and conversion of preferred stock | ( | ||||||||||||||||||||||
| Ending balances | $ | $ | $ | $ | |||||||||||||||||||
| Treasury stock: | |||||||||||||||||||||||
| Beginning balances | $ | $ | $ | $ | ( | ||||||||||||||||||
| Recapitalization and conversion of stock | |||||||||||||||||||||||
| Ending balances | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated other comprehensive income (loss): | |||||||||||||||||||||||
| Beginning balances | $ | $ | $ | $ | ( | ||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | ( | ||||||||||||||||||||
| Ending balances | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Retained earnings: | |||||||||||||||||||||||
| Beginning balances | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Dividends accretion | ( | ||||||||||||||||||||||
| Net income (loss) | ( | ( | |||||||||||||||||||||
| Ending balances | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Total stockholders' equity, ending balances | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
NEWSMAX INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(Unaudited)
| 2026 | 2025 | ||||||||||
Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||||
Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Change in fair value of warrant liability | |||||||||||
| Change in fair value of derivative liability | |||||||||||
Provision for (recovery of) credit losses | ( | ||||||||||
| Realized gain on marketable securities | ( | ||||||||||
| Unrealized gain on marketable securities and crypto assets | ( | ( | |||||||||
Lease expense | |||||||||||
| Loss on disposal of website development costs | |||||||||||
| Non-cash expense related to SEPA Agreement | |||||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | ( | ( | |||||||||
Inventory | ( | ||||||||||
Prepaid expenses and other current assets | ( | ( | |||||||||
| Escrow funds released (funded) | ( | ||||||||||
Other assets | ( | ( | |||||||||
Accounts payable | ( | ||||||||||
Accrued expenses | |||||||||||
Lease liabilities | ( | ( | |||||||||
Settlement liability | ( | ||||||||||
Other long-term liabilities | |||||||||||
Deferred revenue | ( | ( | |||||||||
| Net cash provided by (used in) operating activities | - | ( | |||||||||
Cash flows from investing activities: | |||||||||||
Purchase of investments | ( | ( | |||||||||
| Proceeds from maturity of investments | |||||||||||
Sale of investments | |||||||||||
Purchase of property and equipment | ( | ( | |||||||||
| Net cash used in investing activities | ( | ( | |||||||||
Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of convertible preferred stock, net | |||||||||||
| Proceeds from issuance of common stock IPO, net | |||||||||||
| Proceeds from exercise of stock options | |||||||||||
| Proceeds from additional stock issuance | |||||||||||
| Payment of dividend | ( | ||||||||||
Principal payment under finance lease obligation | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
Net change in cash | ( | ||||||||||
Cash and cash equivalents – beginning | |||||||||||
Cash and cash equivalents – ending | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
NEWSMAX INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(Unaudited)
| 2026 | 2025 | ||||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Operating lease assets obtained in exchange for operating lease liabilities | $ | $ | |||||||||
| Interest paid | $ | $ | |||||||||
| Non-cash investing and financing transactions: | |||||||||||
Property and equipment acquired through accounts payable | $ | $ | |||||||||
| Vesting of early exercise of stock options | $ | $ | |||||||||
| Common stock issuance costs reclassified from prepaid expenses | $ | $ | ( | ||||||||
| Issuance of warrants in connection with the issuance of convertible stock | $ | $ | |||||||||
| IPO funds receivable in escrow | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
NEWSMAX INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual financial statements. In the opinion of the Company’s management, all adjustments considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements.
Operating results for the nine months ended September 30, 2026 are not indicative of the results that may be expected for the fiscal year ending December 31, 2026. The balance sheet at December 31, 2025 has been derived from the audited financial statements at that date, but does not include all the information and footnotes required by U.S. GAAP for complete financial statements.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of Newsmax Inc. and its wholly owned subsidiaries Newsmax Media Inc, Medix Health, LLC (“Medix”), Crown Atlantic Insurance, LLC (“Crown”), Newsmax Broadcasting, LLC (“Broadcasting”), Humanix Publishing, LLC (“Humanix”), ROI Media Strategies (“ROI”), Newsmax Radio LLC (“Radio”) and Newsmax Markets, LLC. All intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates
The preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates and assumptions made by management are used for, but not limited to, the allowance for credit losses, carrying value of other assets, and realizability of deferred income taxes.
Reclassifications
Certain prior-period amounts in the accompanying condensed consolidated financial statements and related notes have been reclassified to conform to the current-period presentation. These reclassifications had no effect on previously reported net income (loss), total stockholders’ equity or net cash provided by (used in) operating, investing or financing activities.
Revenue Recognition
In accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers,” the Company recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods are services. The Company records taxes collected from customers and remitted to governmental authorities on a net basis.
Service Revenue
Service revenue is primarily derived from the Company’s original news and lifestyle content, using a mixed-revenue multi-platform model that derives income from linear and over the top ("OTT") news channels, digital, licensing, websites, proprietary database, publishing and video subscription services. The Company uses original news, syndicated services and editorial content to draw consumers to its media outlets in order to sell advertising, license fees and video, print and online
7
information services. The Company earns revenue through contractual allocations of fees based on impressions received or subscriber counts.
Service revenue is comprised of the following for the three and nine months ended:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Advertising | $ | $ | $ | $ | |||||||||||||||||||
| Affiliate fee | |||||||||||||||||||||||
| Subscription | |||||||||||||||||||||||
| Licensing | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Advertising
Advertising revenue is derived from the sale of advertising on the Company’s cable television, email database, magazine and related publications, and website. Revenue related to the sale of advertising in the broadcasting segment is recognized at the time the commercials are aired. Revenue related to the Company's digital segment is recognized when display or other digital advertisement records are placed on various digital media. Revenue related to magazine and related publications is recognized when the ad is displayed in the printed document. Each advertisement is determined to be a distinct performance obligation that is satisfied at the point in time when such advertisements are published or aired.
Additionally, certain of the Company’s advertising contracts include guarantees to deliver a specified number of targeted audience views. The Company’s performance obligation is satisfied through the delivery of the guaranteed impressions, and revenue is recognized as the impressions are delivered. Advertising contracts, which are generally short-term, are billed monthly for the services provided during the month, with payments due shortly thereafter. Cash payments received prior to services rendered are recorded as deferred revenue, which is then recognized as revenue when the advertising time or space is provided.
The Company enters into agreements with OTT distribution platforms to distribute the Company’s news channel. Pursuant to certain distribution agreements, advertising revenues are earned based on an allocation of the fee determined by the number of impressions received. These contracts represent a single performance obligation recognized over the contract period. Revenue is recognized upon delivery of the content over the course of an OTT distribution agreement term based on time elapsed, as this best depicts the simultaneous consumption and delivery of the services. The Company bills OTT customers monthly over the contract term. The Company has an unconditional right to receive payment of the amount billed, generally within 30 days from the invoice date. The invoiced amount to be received is recorded in accounts receivable on the condensed consolidated balance sheets.
Affiliate Fee
The Company generates affiliate fee revenue from agreements with third-party multichannel video programming distributors ("MVPDs") for cable networks. It is recognized over time as programming is made available to the customer over the term of the agreement using the output method. For contracts with affiliate fees based on the number of the affiliate’s subscribers, revenues are recognized based on the contractual rate multiplied by the estimated number of subscribers each period. Consideration payable to a customer is treated as a cost of sale when distinct. If a service is not distinct, such consideration is recorded as a reduction to revenues. Affiliate fee contracts are generally multi-year contracts billed monthly with payments due shortly thereafter.
Subscription
The Company sells magazine subscriptions to consumers. Each subscription is determined to be a distinct performance obligation that is satisfied over the term of the contract, normally one (1 ) to five (5 ) years. Subscription payments received from customers in advance of the publication are recorded as deferred revenue and recognized as revenue on a straight line basis over the contract term.
8
Newsmax+ provides the Company’s content directly to consumers and invoices either monthly or annually. Monthly subscriptions are recognized as revenue in the month the performance obligation was fulfilled. Annual subscriptions are recorded as deferred revenue and recognized as revenue ratably over the term.
Deferred subscription revenue balances along with the corresponding revenue recognized from the preceding nine-months:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Deferred subscription revenue, current portion | $ | $ | |||||||||
| Deferred subscription revenue, net of current portion | |||||||||||
| Total deferred subscription revenue | $ | $ | |||||||||
Deferred subscription revenue recognized in revenue for the three and nine months ended September 30, 2026 was $2.6 million and $10.8 million, respectively, and for the three and nine months ended September 30, 2025 was $3.1 million and $10.8 million, respectively.
Licensing
The Company generates revenue from its content licensing agreements. Revenue for its multiple performance obligations, all having the same period of transfer, is recognized over the contract term during which its symbolic IP and news content is made available to the customer.
Service Revenue Termination Fee
During September 2026, there was a negotiated termination of a commercial agreement that included guaranteed advertising placement. Under the contract amendment, the parties modified their remaining rights and obligations, and the customer agreed to pay the Company $14.0 million in two installments. The first installment of $7.0 million was received on September 30, 2026. The second and final $7.0 million payment was received in October 2026. Based on the terms of the amendment, the Company recognized $14.0
Product Revenue
Product sales are derived primarily from the sales of books, audio and video media, and dietary supplements and are recognized at the point in time control transfers to the customer, which is when the product is shipped and control transfers to the customer. Allowances are estimated for returns and refunds when revenue is recognized. As of September 30, 2026 and December 31, 2025, the refund liability was $0.4 million and $0.7 million, respectively and is classified as a reduction in accounts receivable. The Company records taxes collected from customers and remitted to governmental authorities on a net basis. Product revenue is comprised of the following:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Supplement sales | $ | $ | $ | $ | |||||||||||||||||||
| Books, media and other product sales | |||||||||||||||||||||||
| Product returns and allowances | ( | ( | ( | ( | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Incremental Costs to Obtain a Contract
Amortization expense is included within advertising costs on the accompanying condensed consolidated statements of operations and comprehensive income (loss). As of September 30, 2026, the Company had $4.3 million of unamortized capitalized costs to obtain a contract, of which $1.0 million is recorded within prepaid expenses and other current assets and $3.3 million is recorded within other assets on our unaudited condensed consolidated balance sheet. During the three and nine months ended September 30, 2026, the Company recorded $0.2 million and $0.7 million, respectively, of amortization of capitalized costs, which is recorded within other on our unaudited condensed consolidated statement of operations and comprehensive income (loss). During the three and nine months ended September 30, 2025, the Company
9
recorded $0.1 million and $0.2 million, respectively, of amortization of capitalized costs, which is recorded within other on our unaudited condensed consolidated statement of operations and comprehensive income (loss).
Accounts Receivable and Allowance for Credit Losses
Funds Held in Escrow
In connection with the settlement agreement reached with Dominion (as defined below in Note 10), the Company established an escrow account to secure the settlement obligations. As of September 30, 2026, the balance of the escrow account totaled $20.0 million. The escrowed funds will be released in one installment of $20.0 million payable on or before January 15, 2027. Funds held in the escrow account earn interest at an annual rate of 4.02 %. For the three and nine months ended September 30, 2026 and 2025, the Company recognized interest income of $0.2 million and $0.5 million, and $0.2 0.2
Net Income (Loss) Per Share
Recently Adopted Accounting Pronouncements
In January 2026, the Company adopted ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient to measure credit losses on accounts receivable and contract assets. The Company evaluated the impact of adoption on its methodology for estimating credit losses on trade receivables and contract assets and concluded that adoption did not have a material impact on its condensed consolidated financial statements or related disclosures.
Recent Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires additional disclosures of the nature of expenses included in the income statement. The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. The amendments in this update are effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027 on a prospective basis, with early adoption permitted. The Company is currently evaluating the provisions of the amendments and the impact on its disclosures.
10
NOTE 2. FAIR VALUE MEASUREMENTS
The Company accounts for its investments at fair value and classifies these assets within the fair value hierarchy (Level 1, Level 2, or Level 3). Assets and liabilities subject to fair value measurements are:
| As of September 30, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||
| Money market | $ | $ | $ | $ | |||||||||||||||||||
| Total cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Investments | |||||||||||||||||||||||
| Equity securities | $ | $ | $ | $ | |||||||||||||||||||
| U.S. Treasury securities | |||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||
| Total investments | $ | $ | $ | $ | |||||||||||||||||||
| Other Current Assets | |||||||||||||||||||||||
| Crypto assets | |||||||||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||
| Money market | $ | $ | $ | $ | |||||||||||||||||||
| Total cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Investments | |||||||||||||||||||||||
| Equity securities | $ | $ | $ | $ | |||||||||||||||||||
| U.S. Treasury securities | |||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||
| Total investments | $ | $ | $ | $ | |||||||||||||||||||
| Other Current Assets | |||||||||||||||||||||||
| Crypto assets | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
NOTE 3. PROPERTY AND EQUIPMENT
Major classes of property and equipment are:
| Estimated Useful Lives | September 30, 2026 | December 31, 2025 | |||||||||||||||
| Furniture and fixtures | $ | $ | |||||||||||||||
| Computer, office and production equipment | |||||||||||||||||
| Leasehold improvements | Lesser of Useful Life or Term of Lease | ||||||||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||||||||
| $ | $ | ||||||||||||||||
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Depreciation of property and equipment amounted to $0.5 million and $1.6 million for the three and nine months ended September 30, 2026, respectively, and $0.7 million and $2.2 million for the three and nine months ended September 30, 2025, respectively. Included in property and equipment are finance lease assets of $0.2 million and $0.3 million as of September 30, 2026 and December 31, 2025, respectively.
NOTE 4. INVESTMENTS
Major classes of investments are:
| September 30, 2026 | December 31, 2025 | ||||||||||
| Equity securities | $ | $ | |||||||||
| U.S. Treasury securities | |||||||||||
| Total investments | $ | $ | |||||||||
Available-for-Sale Securities
Major classes of available-for-sale debt securities and their respective fair values at September 30, 2026:
| Amortized Cost | Gross Unrealized Loss | Fair Value | |||||||||||||||
| Certificate of deposit | $ | $ | ( | $ | |||||||||||||
| U.S. Treasury securities | ( | ||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
Maturity period distribution based on the contractual terms of the available-for-sale debt securities at September 30, 2026:
| Amortized Cost | Fair Value | ||||||||||
| Matures within 1 year | $ | $ | |||||||||
| Matures after 1 year | |||||||||||
| Total | $ | $ | |||||||||
Major classes of available-for-sale debt securities and their respective fair values at December 31, 2025:
| Amortized Cost | Gross Unrealized gain | Fair Value | |||||||||||||||
| Certificate of deposit | $ | $ | $ | ||||||||||||||
| U.S. Treasury securities | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
The maturity distribution based on the contractual terms of the Company's available-for-sale investment securities at December 31, 2025 was as follows:
| Amortized Cost | Fair Value | ||||||||||
| Matures within 1 year | $ | $ | |||||||||
| Matures after 1 year | |||||||||||
| Total | $ | $ | |||||||||
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NOTE 5. LEASES
Operating lease expense is recognized on a straight-line basis over the lease term within operating expenses in the Company’s unaudited condensed consolidated statements of operations and comprehensive income (loss). Finance lease expense is recognized over the lease term within interest expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
Total operating and finance lease expense relates to lease costs and totaled $1.4 million and $4.1 million for the three and nine months ended September 30, 2026, respectively, and $1.2 million and $3.8 million for the three and nine months ended September 30, 2025, respectively.
In March 2026, the Company executed a new office lease agreement to expand its broadcasting operations in Washington, DC with a commencement date expected to be in December 2026. The lease term is for approximately twelve years and aggregate undiscounted fixed lease payments of $18.9 million. The agreement provides for certain rate abatements and tenant-improvement allowances. No related right-of-use asset or lease liability was recognized as of September 30, 2026.
Future minimum lease payments at September 30, 2026:
| Operating | Finance | Total | |||||||||||||||
| 2026 | $ | $ | $ | ||||||||||||||
| 2027 | |||||||||||||||||
| 2028 | |||||||||||||||||
| 2029 | |||||||||||||||||
| 2030 | |||||||||||||||||
| 2031 | |||||||||||||||||
| Total lease payments | |||||||||||||||||
| Less: imputed interest | ( | ( | ( | ||||||||||||||
| Present value of lease liability | $ | $ | $ | ||||||||||||||
NOTE 6. INCOME TAXES
The Company’s effective income tax rate for the nine months ended September 30, 2026 and 2025 was approximately 1 % and — %, respectively. The effective tax rates differed from the federal statutory income tax rate of 21% primarily due to a full valuation allowance against net deferred tax assets and state income taxes resulting from certain net operating loss limitations.
NOTE 7. SEGMENT INFORMATION
The Company has two
Segment Adjusted EBITDA is defined as revenues less cost of revenues and general and administrative expenses and excludes depreciation, amortization related to incremental costs to obtain a contract, interest, net, asset impairment, unrealized gain (loss) on marketable securities and crypto assets, stock-based compensation, other corporate matters, other, net and income tax expense. Other corporate matters represent certain litigation expenses, and related fees, for specific proceedings that the Company has determined are infrequent and unusual in terms of their magnitude.
Management believes that Segment Adjusted EBITDA is an appropriate measure for evaluating the operating performance of the Company’s business segments because it is the primary measure used by the Company’s chief operating decision
13
maker to evaluate the performance of and allocate resources to the Company’s business. The Company does not present asset information for our segments as this information is not used to allocate resources.
The following tables set forth the Company’s Revenues and Segment Adjusted EBITDA:
| For the three months ended | For the nine months ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Broadcasting | $ | $ | $ | $ | |||||||||||||||||||
| Digital | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Segment expenses and operating performance | |||||||||||||||||||||||
| Broadcasting | |||||||||||||||||||||||
Adjusted cost of sales (1) | $ | $ | $ | $ | |||||||||||||||||||
Adjusted general and administrative expenses (2) | |||||||||||||||||||||||
| Broadcasting adjusted EBITDA | |||||||||||||||||||||||
| Digital | |||||||||||||||||||||||
Adjusted cost of sales (1) | |||||||||||||||||||||||
Adjusted general and administrative expenses (2) | |||||||||||||||||||||||
| Digital adjusted EBITDA | ( | ( | ( | ( | |||||||||||||||||||
| Total reportable adjusted EBITDA | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Corporate and unallocated | |||||||||||||||||||||||
| Depreciation | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Amortization | ( | ( | ( | ( | |||||||||||||||||||
| Interest, net | |||||||||||||||||||||||
| Unrealized (loss) gain on marketable securities and crypto assets | ( | ||||||||||||||||||||||
| Stock-based compensation | ( | ( | ( | ( | |||||||||||||||||||
| Other corporate matters | ( | ( | |||||||||||||||||||||
| Other, net | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) before income tax expense | ( | ( | |||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
(1) Adjusted cost of sales includes cost of sales less stock-based compensation.
(2) Adjusted general and administrative expenses include general and administrative expenses less depreciation, stock-based compensation, incremental costs to obtain a contract and other corporate matters.
14
Revenues by Segment by Component
The following tables set forth the revenues and segment by component:
| For the three months ended | For the nine months ended | ||||||||||||||||||||||
| September 30, | September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Broadcasting | |||||||||||||||||||||||
| Advertising | $ | $ | $ | $ | |||||||||||||||||||
| Affiliate fee | |||||||||||||||||||||||
| Subscription | |||||||||||||||||||||||
| Licensing | |||||||||||||||||||||||
| Service revenue termination fee | |||||||||||||||||||||||
| Total Broadcasting revenues | $ | $ | $ | $ | |||||||||||||||||||
| Digital | |||||||||||||||||||||||
| Advertising | $ | $ | $ | $ | |||||||||||||||||||
| Subscription | |||||||||||||||||||||||
| Product sales | |||||||||||||||||||||||
| Licensing | |||||||||||||||||||||||
| Total Digital revenues | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
NOTE 8. COMMITMENTS AND CONTINGENCIES
The Company has commitments under certain firm contractual arrangements (“firm commitments”) to make future payments. These firm commitments secure the future rights to various assets and services to be used in the normal course of operations. The following table summarizes payments due by period for contracts that run through 2029 as of September 30, 2026:
| Total | 2026 | 2027 | 2028 | 2029 | |||||||||||||||||||||||||
Talent agreements | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
NOTE 9. LEGAL
Legal Matters
On August 15, 2025, Newsmax Media, Inc. and Newsmax Broadcasting, LLC entered into a settlement agreement with Dominion Voting Systems, Inc. and certain of its affiliates (“Dominion”), pursuant to which such parties agreed to resolve the lawsuit among them for a total amount of $67.0 million. The payments are payable in three installments: (1) $27.0 million paid on August 15, 2025; (2) $20.0 million paid on January 15, 2026; and (3) $20.0 million on or before January 15, 2027. The $20.0 million payable on or before January 15, 2027 is recorded within settlement liability on the unaudited condensed consolidated balance sheet. As of November 12, 2026 the outstanding balance of the settlement is $20.0 million.
In 2023, the Company entered into a settlement agreement with a commercial counterparty for $41.3 million. As of September 30, 2026, and pursuant to the payment schedule associated with this settlement agreement, the Company has a total of $25.2 million remaining to be paid over time. The fair value of the settlement agreement as of September 30, 2026 and December 31, 2025 was $21.9 million and $24.9 million, respectively, which assumes a discount rate of 9.75 % and making quarterly payments for 33 and 42 months, respectively. The fair value measurement is disclosed for information purposes and is not reflected in the carrying amount. As of November 12, 2026 the outstanding balance of the settlement is $25.2 million.
15
The table below represents the estimated timing of payments over the term of the agreements as of September 30, 2026:
| Total | 2026 | 2027 | 2028 | 2029 | |||||||||||||||||||||||||
| Settlement agreements | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
NOTE 10. EQUITY
Common Stock A – As of September 30, 2026 and December 31, 2025, the Company was authorized to issue 50,000,000 0.001
Common Stock B - As of September 30, 2026 and December 31, 2025, the Company was authorized to issue 940,000,000 0.001
Settlement Warrant - On September 26, 2024, the Company granted a five year warrant to purchase 2,000 shares of Series B preferred stock at an exercise price of $5,000 per share in connection with a settlement agreement with Smartmatic. Following the conversion of the underlying Series B preferred stock into Class B common stock in connection with the Company's March 28, 2025 initial public offering (the "Preferred Stock Conversion"), Smartmatic has a five year warrant to purchase 1,333,333 shares of Class B common stock at an exercise price of $7.50 per share. The exercise price and the number of shares of the warrants are subject to adjustment for standard anti-dilution provisions. Exercise of the warrant would result in the Company recognizing a $10.0 million increase in gross proceeds. Prior to Preferred Stock Conversion, the settlement warrant did not meet the conditions to be classified in equity, and therefore the Company assessed and confirmed it met the definition of a liability under ASC 815 and ASC 480 and it was recognized on the balance sheet at fair value. Following the Preferred Stock Conversion, the warrant met the conditions for equity classification and was reclassified into equity at its March 28, 2025 fair value of $8.3 million with a final fair value adjustment loss of $1.8 million recorded in other, net in the September 30, 2025 unaudited condensed consolidated statements of operations and comprehensive income (loss).
Agent Warrants - The Company agreed to issue a three-year warrant to the placement agent associated with the Private Placement of shares of the Company's Series B convertible preferred Stock. The number of shares under the warrant is equal to 2 % of the total shares raised under the private placement with an exercise price of $5,000 per share. Following the Preferred Stock Conversion, the warrant holder can purchase 600,000 shares of common stock at an exercise price of $7.50 per share. The warrant holder has the option to elect net share settlement. The award was non-employee share-based compensation that does not meet the criteria for liability classification. As a result, the warrant was classified in equity in the unaudited condensed consolidated balance sheets as of September 30, 2025.
Standby Equity Purchase Agreement - On April 4, 2025, the Company entered into a $1.2 billion Standby Equity Purchase Agreement (“SEPA”) with Yorkville pursuant to which the Company has the right to direct Yorkville during the 24 month term of the agreement to purchase common stock subject to certain limitations and conditions set forth in the SEPA. There were no purchases of common stock during the three or nine months ended September 30, 2026.
As consideration under the SEPA, the Company paid to a 3rd party (i) a structuring fee in the amount of $25,000 and (ii) a commitment fee of $500,000 of shares of common stock equal to the commitment fee divided by the daily VWAP of the common shares during the trading day immediately prior to the effective date of the SEPA. The structuring fee and commitment fee were expensed in full immediately following the consummation of the SEPA and recorded within other in the unaudited condensed consolidated statements of operations and comprehensive income (loss) for the three and nine months ended September 30, 2025.
16
NOTE 11. EQUITY-BASED COMPENSATION
On March 28, 2025, the Board of Directors adopted the Company's 2025 Omnibus Equity Incentive Plan (the “2025 Incentive Plan”) and was approved by the Company's shareholders on March 24, 2025 (the “Effective Date”). Under the 2025 Incentive Plan, 6,500,000 shares of Class B Common Stock are initially available for grant. The Company's administrator may grant incentive stock options (“ISOs”), non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards to participants to acquire shares of common stock under the 2025 Incentive Plan. The 2025 Incentive Plan is administered by the Board. On March 28, 2025, the Company granted stock options to employees and certain service providers to purchase an aggregate of 3,382,000 shares of common stock at an exercise price of $10.00 per share, which was the fair market value on the grant date (the "IPO Options"). These options allowed for early exercise after 90 days, vest over 1.5 years, and expire 10 years from the grant date. Proceeds from the early exercise of the IPO Options were initially recorded as a share repurchase liability because the underlying shares remained subject to the Company’s repurchase right until vesting. The IPO Options fully vested in September 2026, at which time the Company’s repurchase right lapsed and the $6.5 million share repurchase liability was reclassified to additional paid-in capital as a non-cash financing activity. We did not repurchase any unvested shares of common stock related to early exercised stock options in connection with employee terminations during the nine-months ended September 30, 2026 and 2025.
As of September 30, 2026, the Company’s total stock-based compensation cost, not yet recognized, related to non-vested equity awards under the 2025 Incentive Plan was $0.5 million and is expected to be recognized over a weighted average period of 0.7 years. The Company’s equity-based awards are settled in Class B Common Stock. As of September 30, 2026, the Company had 3.0 million shares of Class B common stock reserved for future issuance as equity-based compensation.
The following table summarizes stock options for the nine months ended September 30, 2026:
| Number of Shares | Weighted-Average Exercise Price per Share | ||||||||||
| Outstanding at December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Exercised | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Outstanding at September 30, 2026 | $ | ||||||||||
| Exercisable as of September 30, 2026 | $ | ||||||||||
The following table shows summary information for outstanding options and options that are exercisable as of September 30, 2026:
| Options Outstanding | Options Exercisable | ||||||||||
| Number of options | |||||||||||
| Weighted average remaining contractual term (years) | |||||||||||
| Weighted average exercise price | $ | $ | |||||||||
| Aggregate intrinsic value | $ | $ | |||||||||
The equity-based compensation expense was recorded in the unaudited condensed consolidated statements of operations and comprehensive income (loss):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cost of services | $ | $ | $ | $ | |||||||||||||||||||
| Personnel costs | |||||||||||||||||||||||
| Total equity-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
17
NOTE 12. INCOME (LOSS) PER SHARE
The holders of the Company's Class A and Class B common stock have identical liquidation and dividend rights but different voting rights. Accordingly, the Company presents the income (loss) per share for Class A and Class B common stock together. Basic loss per share is computed by dividing net income (loss) by the weighted-average number of shares of the Company's Class A and Class B common stock outstanding. Loss per share for Class B common stock is not presented separately as under the two-class method Class A and Class B loss per share is not meaningfully different.
The following table illustrates the reconciliation of the basic and diluted loss per share computations:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Basic and diluted income (loss) per share: | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Cumulative dividends on preferred stock | |||||||||||||||||||||||
Net income (loss) attributable to common stockholders | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Denominator: | |||||||||||||||||||||||
Weighted average common stock outstanding, basic1 | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Dilutive effect of stock options | |||||||||||||||||||||||
| Dilutive effect of warrants | |||||||||||||||||||||||
Weighted average common stock outstanding, diluted | |||||||||||||||||||||||
Per share: | |||||||||||||||||||||||
Net income (loss) per share attributable to common stockholders, basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Net income (loss) per share attributable to common stockholders, diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
1 Includes 39.2 million and 39.2 million shares of Class A common stock and 89.2 million and 89.1 million shares of Class B common stock, for the three months ended September 30, 2026 and 2025, respectively. Includes 39.2 million and 39.2 million shares of Class A common stock and 89.2 million and 89.3 million shares of Class B common stock, for the nine months ended September 30, 2026 and 2025, respectively.
The following outstanding potentially dilutive shares were excluded from the computation of diluted net income (loss) per share attributable to common stock for the periods presented because the impact of including them would have been anti-dilutive:
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Warrants | |||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Unvested early exercised options | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the unaudited consolidated financial statements for the three and nine months ended September 30, 2026 and the audited consolidated financial statements for the year ended December 31, 2025, and other information included elsewhere in this Quarterly Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as may be amended supplemented or superseded from time to time by other reports we file with the SEC. Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period.
Overview
We are a global media company delivering news, opinion and entertainment content across multiple television and digital platforms. We serve audiences through our linear television network, streaming and digital properties, and related distribution channels, with a focus on producing compelling programming that builds viewer engagement, deepens loyalty and extends the reach of the Newsmax brand. We seek to enhance the value of our platform by investing in programming, strengthening our digital experience, broadening monetization opportunities and pursuing strategic domestic and international growth initiatives, including distribution and licensing arrangements that extend our content and brand into new markets.
We have developed a significant audience, reaching over 50 million Americans each month through our television broadcasts and multi-platform content, and have demonstrated sustainable growth. Revenues are up 52% and 28% comparing the three and nine months ended September 30, 2026, respectively compared to the same period in 2025. Newsmax Broadcasting's TV content is now available to over 100 million homes in the U.S. In addition, international companies have licensed Newsmax Broadcasting’s channels and brand for regional, national and local television and digital media purposes. Certain licensing agreements now provide cable television and digital news under the Newsmax brand to viewers in more than 100 countries including several European countries like Republic of Serbia, Republic of Croatia, Bosnia and Herzegovina, Montenegro, North Macedonia, Slovenia, Albania, Hungary, Poland, Bulgaria, Slovakia, Romania, Ukraine, and the Czech Republic.
19
Results of Operations
Three months ended September 30, 2026, versus September 30, 2025
The following table sets forth our results of operations data for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025:
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Service revenue | |||||||||||||||||||||||
| Advertising | $ | 28,122,322 | $ | 27,587,036 | $ | 535,286 | 1.9 | ||||||||||||||||
| Affiliate fee | 14,278,563 | 8,050,075 | 6,228,488 | 77.4 | |||||||||||||||||||
| Subscription | 6,053,745 | 6,878,260 | (824,515) | (12.0) | |||||||||||||||||||
| Licensing | 5,358,786 | 1,209,387 | 4,149,399 | 343.1 | |||||||||||||||||||
| Service revenue termination fee | 14,000,000 | — | 14,000,000 | 100.0 | |||||||||||||||||||
| Product revenue | 1,219,334 | 1,547,938 | (328,604) | (21.2) | |||||||||||||||||||
| Total revenues | $ | 69,032,750 | $ | 45,272,696 | $ | 23,760,053 | 52.5 | ||||||||||||||||
| Cost of revenues | 30,825,325 | 29,311,960 | 1,513,365 | 5.2 | |||||||||||||||||||
| Gross profit | $ | 38,207,425 | $ | 15,960,736 | $ | 22,246,688 | 139.4 | ||||||||||||||||
| General & administrative | 23,920,859 | 23,159,295 | 761,564 | 3.3 | |||||||||||||||||||
| Other income, net | 1,050,592 | 3,138,889 | (2,088,297) | (66.5) | |||||||||||||||||||
| Income (loss) before income tax expense | $ | 15,337,158 | $ | (4,059,670) | $ | 19,396,828 | 477.8 | ||||||||||||||||
| Income tax expense | 107,524 | 55,736 | 51,788 | 92.9 | |||||||||||||||||||
| Net income (loss) | $ | 15,229,634 | $ | (4,115,406) | $ | 19,345,040 | 470.1 | ||||||||||||||||
Revenues
Revenues increased by $23.8 million, or 52.5%, for the three months ended September 30, 2026, compared to the three months ended September 30, 2025. Affiliate fee revenues increased by $6.2 million due to new contractual relationships as well as rate increases which took effect in late 2025 and during early 2026. Licensing revenue increased by $4.1 million due to an amendment of one of our licensing agreements that increased the rate and expanded the geographies of the arrangement in February 2026. Advertising revenue increased by $0.5 million due to increases in Broadcasting advertising revenue and linear cable and satellite advertising from mid-term election-related advertising demand, offset by decreased Digital advertising. Subscription revenue decreased by $(0.8) million due to lower new customer acquisition offset by gains from expanded affiliate agreements making Newsmax available on more linear cable providers. Service revenue termination fee increased by $14.0 million in connection with an amendment to an advertising purchase agreement with a commercial customer. The amount was associated with a negotiated modification of the parties’ remaining rights and obligations under the arrangement and is not expected to recur in the future.
Cost of revenues increased by $1.5 million, or 5.2%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was due to increased production headcount, programming and production costs on our main Newsmax TV channel as well as continued investment into Newsmax 2 for OTT to build out the programming to better monetize Newsmax 2 on FAST channels.
Gross Profit
Gross profit increased by $22.2 million, or 139.4%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. Gross profit as a percent of revenues increased to 55.3% for the three months ended September 30, 2026 from 35.3% for the three months ended September 30, 2025. Gross profit percentage increased primarily due to increase in Service revenue termination fee relating to a commercial agreement that included guaranteed advertising placement.
20
General and Administrative Expense
General and administrative expense increased by $0.8 million or 3.3%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The increase was primarily driven by increases in advertising costs in 2026 compared to 2025.
Other Income, Net
Other income, net decreased by $(2.1) million, or 66.5%, for the three months ended September 30, 2026 compared to the three months ended September 30, 2025. The decrease was primarily driven by an increase in unrealized gains on marketable securities offset by decreases in interest and dividend income.
Segment Analysis
The following tables set forth our Revenues and Segment EBITDA for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025:
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Broadcasting | $ | 60,723,814 | $ | 36,609,048 | $ | 24,114,766 | 65.9 | ||||||||||||||||
| Digital | 8,308,936 | 8,663,648 | (354,712) | (4.1) | |||||||||||||||||||
| Total revenues | $ | 69,032,750 | $ | 45,272,696 | $ | 23,760,053 | 52.5 | ||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Segment Adjusted EBITDA | |||||||||||||||||||||||
| Broadcasting | $ | 22,854,058 | $ | 1,936,641 | $ | 20,917,417 | 1080.1 | ||||||||||||||||
| Digital | (3,823,504) | (2,870,072) | (953,432) | (33.2) | |||||||||||||||||||
| Adjusted EBITDA1 | $ | 19,030,554 | $ | (933,431) | $ | 19,963,986 | (2138.8) | ||||||||||||||||
Broadcasting
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Advertising | $ | 24,314,260 | $ | 23,594,497 | $ | 719,763 | 3.1 | ||||||||||||||||
| Affiliate fee | 14,278,563 | 8,050,075 | 6,228,488 | 77.4 | |||||||||||||||||||
| Subscription | 3,402,215 | 3,755,101 | (352,886) | (9.4) | |||||||||||||||||||
| Licensing | 4,728,776 | 1,209,375 | 3,519,401 | 291.0 | |||||||||||||||||||
| Service revenue termination fee | 14,000,000 | — | 14,000,000 | 100.0 | |||||||||||||||||||
| Total revenues | $ | 60,723,814 | $ | 36,609,048 | $ | 24,114,766 | 65.9 | ||||||||||||||||
| Cost of revenues | 24,150,945 | 22,193,588 | 1,957,357 | 8.8 | |||||||||||||||||||
| Gross profit | $ | 36,572,869 | $ | 14,415,460 | $ | 22,157,409 | 153.7 | ||||||||||||||||
| General & administrative | 13,718,811 | 12,478,819 | 1,239,992 | 9.9 | |||||||||||||||||||
Segment Adjusted EBITDA | $ | 22,854,058 | $ | 1,936,641 | $ | 20,917,417 | 1080.1 | ||||||||||||||||
Broadcasting Revenues increased by $24.1 million for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, due to an increase in affiliate fee revenue of $6.2 million, which is attributed to new contractual relationships starting later in 2025 as well as rate increases in late 2025 and 2026. Licensing revenue increased by $3.5 million due to an amendment of one of our licensing agreements that increased the rate and expanded the geographies of the arrangement in February 2026.
1 For a discussion of Adjusted EBITDA, see “Non-GAAP Financial Measures” below.
21
Additionally, increased advertising revenue of $0.7 million was due to higher customer insertion order volume, offset by decreased subscription revenue of $(0.4) million due to change in subscriber mix. Also, during September 2026, Service revenue termination fee increased $14.0 million, primarily due to a commercial agreement that included guaranteed advertising placements. This transaction is not expected to occur in the future.
Broadcasting Segment Adjusted EBITDA increased for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, mainly due to increases in Service revenue termination fee and rates for affiliate and license revenues.
Digital
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Advertising | $ | 3,808,062 | $ | 3,992,540 | $ | (184,478) | (4.6) | ||||||||||||||||
| Subscription | 2,651,530 | 3,123,158 | (471,628) | (15.1) | |||||||||||||||||||
| Product sales | 1,219,334 | 1,547,950 | (328,616) | (21.2) | |||||||||||||||||||
| Licensing | 630,010 | - | 630,010 | 100.0 | |||||||||||||||||||
| Total revenues | $ | 8,308,936 | $ | 8,663,648 | $ | (354,712) | (4.1) | ||||||||||||||||
| Cost of revenues | 4,751,530 | 4,948,221 | (196,691) | (4.0) | |||||||||||||||||||
| Gross profit | $ | 3,557,406 | $ | 3,715,427 | (158,021) | (4.3) | |||||||||||||||||
| General & administrative | 7,380,910 | 6,585,499 | 795,411 | 12.1 | |||||||||||||||||||
| Segment Adjusted EBITDA2 | $ | (3,823,504) | $ | (2,870,072) | $ | (953,432) | (33.2) | ||||||||||||||||
Digital Revenues decreased by $0.4 million for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025, mainly due to reductions in subscription and product sales revenue.
Digital Segment Adjusted EBITDA decreased for the three months ended September 30, 2026, as compared to three months ended September 30, 2025, due to increases in general and administrative expenses.
The following table reconciles Net income (loss) to Adjusted EBITDA for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025:
| 2026 | 2025 | ||||||||||
| Net income (loss) | $ | 15,229,634 | $ | (4,115,406) | |||||||
| Add | |||||||||||
| Depreciation | 516,339 | 690,320 | |||||||||
| Amortization | 1,001,774 | 835,159 | |||||||||
| Interest, net | (1,299,871) | (2,198,156) | |||||||||
| Unrealized (loss) gain on marketable securities and crypto assets | 133,956 | (957,795) | |||||||||
| Stock-based compensation | 3,225,875 | 3,547,340 | |||||||||
| Other corporate matters3 | - | 1,192,312 | |||||||||
| Other, net4 | 115,323 | 17,061 | |||||||||
| Income tax expense | 107,524 | 55,736 | |||||||||
Adjusted EBITDA5 | $ | 19,030,554 | $ | (933,429) | |||||||
2 For a discussion of Adjusted EBITDA, see “Non-GAAP Financial Measures” below.
3 Comprised of certain litigation expenses, and related fees, for specific legal proceedings that we have determined are infrequent and unusual in terms of their magnitude.
4 Comprised of miscellaneous items such as derivative adjustments, income tax credits, and unrealized gains on securities
5 For a discussion of Adjusted EBITDA, see “Non-GAAP Financial Measures” below.
22
Nine months ended September 30, 2026, versus September 30, 2025
The following table sets forth our results of operations data for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025:
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Service Revenues | |||||||||||||||||||||||
| Advertising | $ | 84,133,596 | $ | 86,340,121 | $ | (2,206,525) | (2.6) | ||||||||||||||||
| Affiliate fee | 40,648,429 | 22,821,905 | 17,826,524 | 78.1 | |||||||||||||||||||
| Subscription | 18,774,362 | 20,840,459 | (2,066,097) | (9.9) | |||||||||||||||||||
| Licensing | 13,456,256 | 2,341,821 | 11,114,435 | 474.6 | |||||||||||||||||||
| Service revenue termination fee | 14,000,000 | — | 14,000,000 | 100.0 | |||||||||||||||||||
| Product Revenue | 3,794,084 | 4,669,841 | (875,757) | (18.8) | |||||||||||||||||||
| Total revenues | $ | 174,806,727 | $ | 137,014,147 | $ | 37,792,579 | 27.6 | ||||||||||||||||
| Cost of revenues | 93,336,869 | 83,949,512 | 9,387,357 | 11.2 | |||||||||||||||||||
| Gross profit | $ | 81,469,858 | $ | 53,064,635 | $ | 28,405,222 | 53.5 | ||||||||||||||||
| General & administrative | 70,347,431 | 148,241,423 | (77,893,992) | (52.5) | |||||||||||||||||||
| Other income (expense), net | 4,893,816 | (1,276,335) | 6,170,151 | 483.4 | |||||||||||||||||||
| Income (loss) before income tax expense | $ | 16,016,243 | $ | (96,453,123) | $ | 112,469,366 | 116.6 | ||||||||||||||||
| Income tax expense | 107,524 | 70,429 | 37,095 | 52.7 | |||||||||||||||||||
| Net income (loss) | $ | 15,908,719 | $ | (96,523,552) | $ | 112,432,271 | 116.5 | ||||||||||||||||
Revenues
Revenues increased by $37.8 million, or 27.6%, for the nine months ended September 30, 2026, compared to the nine months ended September 30, 2025. Affiliate fee revenues increased by $17.8 million due to new contractual relationships as well as rate increases which took effect in late 2025 and 2026. Licensing revenue increased by $11.1 million due to an amendment of one of our licensing agreements that increased the rate and expanded the geographies of the arrangement in February 2026. Advertising revenue decreased by $(2.2) million due to reductions in digital advertising revenue and a decline in linear cable and satellite advertising. Subscription revenue decreased by $(2.1) million due to lower new customer acquisition offset by gains from expanded affiliate agreements making Newsmax available on more linear cable providers. Service revenue termination fee increased $14.0 million primarily due to revenue recognized in connection with a commercial agreement that included guaranteed advertising spend. This transaction is not expected to occur in the future.
Cost of revenues increased by $9.4 million, or 11.2%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was due to increased production headcount, programming and production costs on our main Newsmax TV channel as well as continued investment into Newsmax 2 for OTT to build out the programming to better monetize Newsmax 2 on FAST channels.
Gross Profit
Gross profit increased by $28.4 million, or 53.5%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. Gross profit as a percent of revenues increased to 46.6% for the nine months ended September 30, 2026 from 38.7% for the nine months ended September 30, 2025. Gross profit percentage increased mainly due to service revenue termination fee and increases in rates for both affiliate and license revenues offset by increases cost of revenues primarily driven by increases in payroll production costs.
General and Administrative Expense
General and administrative expense decreased by $(77.9) million or (52.5)%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily driven by the reduction of legal expenses related to the settlement of legal matters in 2025.
23
Other Income, Net
Other income, net increased by $6.2 million, or 483.4%, for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. The increase was primarily driven by a reduction of one-time expenses incurred in 2025 related to becoming a publicly traded company, offset by lower interest and dividend income and lower unrealized gains on marketable securities and crypto assets.
Segment Analysis
The following tables set forth our Revenues and Segment EBITDA for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025:
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Broadcasting | $ | 150,240,163 | $ | 110,825,241 | $ | 39,414,922 | 35.6 | ||||||||||||||||
| Digital | 24,566,564 | 26,188,906 | (1,622,342) | (6.2) | |||||||||||||||||||
| Total revenues | $ | 174,806,727 | $ | 137,014,147 | $ | 37,792,580 | 27.6 | ||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Segment Adjusted EBITDA | |||||||||||||||||||||||
| Broadcasting | $ | 36,421,595 | $ | 8,288,899 | $ | 28,132,696 | 339.4 | ||||||||||||||||
| Digital | (10,501,803) | (11,011,938) | 510,135 | 4.6 | |||||||||||||||||||
| Adjusted EBITDA | $ | 25,919,792 | $ | (2,723,039) | $ | 28,642,831 | 1051.9 | ||||||||||||||||
Broadcasting
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Advertising | $ | 72,424,738 | $ | 74,451,192 | $ | (2,026,454) | (2.7) | ||||||||||||||||
| Affiliate fee | 40,648,429 | 22,821,905 | 17,826,524 | 78.1 | |||||||||||||||||||
| Subscription | 10,340,780 | 11,210,477 | (869,697) | (7.8) | |||||||||||||||||||
| Licensing | 12,826,216 | 2,341,667 | 10,484,549 | 447.7 | |||||||||||||||||||
| Service revenue termination fee | 14,000,000 | — | 14,000,000 | 100.0 | |||||||||||||||||||
| Total revenues | $ | 150,240,163 | $ | 110,825,241 | $ | 39,414,922 | 35.6 | ||||||||||||||||
| Cost of revenues | 73,074,137 | 63,714,344 | 9,359,793 | 14.7 | |||||||||||||||||||
| Gross profit | $ | 77,166,026 | $ | 47,110,897 | $ | 30,055,129 | 63.8 | ||||||||||||||||
| General & administrative | 40,744,431 | 38,821,998 | 1,922,433 | 5.0 | |||||||||||||||||||
Segment Adjusted EBITDA | $ | 36,421,595 | $ | 8,288,899 | $ | 28,132,696 | 339.4 | ||||||||||||||||
Broadcasting Revenues increased by $39.4 million for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, due to an increase in affiliate fee revenue of $17.8 million, which is attributed to new contractual relationships starting later in 2025 as well as rate increases in late 2025 and 2026, licensing revenue increased by $10.5 million due to an amendment of one of our licensing agreements that increased the rate and duration of the arrangement in February 2026, offset by a decrease in advertising revenue of $(2.0) million due to lower customer insertion order volume and lower subscription revenue of $(0.9) million due to change in subscriber mix. Service revenue termination fee increased by $14.0 million in connection with an amendment to an advertising purchase agreement with a customer. The amount was associated with a negotiated modification of the parties’ remaining rights and obligations under the arrangement and is not expected to recur in the future.
24
Broadcasting Segment Adjusted EBITDA increased for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, mainly due to increases in rates for both affiliate and license revenues offset by increase in production payroll expenses in cost of revenues.
Digital
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Advertising | $ | 11,708,859 | $ | 11,888,927 | $ | (180,068) | (1.5) | ||||||||||||||||
| Subscription | 8,433,581 | 9,629,983 | (1,196,402) | (12.4) | |||||||||||||||||||
| Product sales | 3,794,084 | 4,669,996 | (875,912) | (18.8) | |||||||||||||||||||
| Licensing | 630,040 | — | 630,040 | 100.0 | |||||||||||||||||||
| Total revenues | $ | 24,566,564 | $ | 26,188,906 | $ | (1,622,342) | (6.2) | ||||||||||||||||
| Cost of revenues | 14,306,613 | 15,310,902 | (1,004,289) | (6.6) | |||||||||||||||||||
| Gross profit | $ | 10,259,951 | $ | 10,878,004 | $ | (618,053) | (5.7) | ||||||||||||||||
| General & administrative | 20,761,754 | 21,889,942 | (1,128,188) | (5.2) | |||||||||||||||||||
Segment Adjusted EBITDA | $ | (10,501,803) | $ | (11,011,938) | $ | 510,135 | 4.6 | ||||||||||||||||
Digital Revenues decreased by $(1.6) million for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025, due to decreases in subscription revenue and product sales.
Digital Segment Adjusted EBITDA increased for the nine months ended September 30, 2026, as compared to nine months ended September 30, 2025, due to decreases in cost of revenues and general and administrative expenses, partially offset by decreases in subscription revenue and product sales.
The following table reconciles Net income (loss) to Adjusted EBITDA for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025:
| 2026 | 2025 | ||||||||||
| Net income (loss) | $ | 15,908,719 | $ | (96,523,552) | |||||||
| Add | |||||||||||
| Depreciation | 1,608,301 | 2,161,785 | |||||||||
| Amortization | 2,961,513 | 2,452,820 | |||||||||
| Interest, net | (3,949,399) | (5,040,986) | |||||||||
| Unrealized gain on marketable securities and crypto assets | (1,116,921) | (2,042,639) | |||||||||
| Stock-based compensation | 9,900,076 | 8,542,134 | |||||||||
| Other corporate matters6 | — | 79,297,013 | |||||||||
| Other, net7 | 499,980 | 8,359,960 | |||||||||
| Income tax expense | 107,524 | 70,429 | |||||||||
Adjusted EBITDA8 | $ | 25,919,793 | $ | (2,723,036) | |||||||
6 Comprised of certain litigation expenses, and related fees, for specific legal proceedings that we have determined are infrequent and unusual in terms of their magnitude.
7 Comprised of miscellaneous items such as derivative adjustments, income tax credits, and impairment loss.
8 For a discussion of Adjusted EBITDA, see “Non-GAAP Financial Measures” below.
25
Liquidity and Capital Resources
We had $26.7 million of cash and cash equivalents and $110.8 million in investments as of September 30, 2026. Our primary sources of liquidity include cash on hand and available-for-sale investments. On August 15, 2025, Newsmax Media, Inc. and Newsmax Broadcasting, LLC entered into a settlement agreement with Dominion Voting Systems, Inc. and certain of its affiliates (“Dominion”), pursuant to which such parties agreed to resolve the lawsuit among them for a total amount of $67.0 million. All payments due in the current fiscal year have been made. As of September 30, 2026, there remains one final installment of $20.0 million due on or before January 15, 2027, for which the Company, maintains a fully funded escrow amount.
The principal uses of cash that affect our liquidity position include the following: operational expenditures including production costs, marketing and promotional expenses, expenses related to broadcasting our programming, employee and facility costs, and capital expenditures to modernize our production studios.
We believe these sources of liquidity are sufficient to meet our business operating requirements and our capital expenditures for the next 12 months from the issuance date of these condensed consolidated financial statements.
Cash and Cash Equivalents
As of September 30, 2026, cash and cash equivalents balance was $26.7 million. Cash and cash equivalents consist of interest-bearing deposit accounts and money market accounts managed by third-party financial institutions, and highly liquid investments with maturities of three months or less.
The following table shows our cash flows from operating activities, investing activities and financing activities:
| Nine Months Ended | Change | ||||||||||||||||||||||
| September 30, 2026 | September 30, 2025 | 2026 vs. 2025 | |||||||||||||||||||||
| Net cash provided by (used in): | |||||||||||||||||||||||
| Operating activities | $ | 7,669,369 | $ | (107,082,019) | $ | 114,751,388 | 107.2 | % | |||||||||||||||
| Investing activities | (1,705,624) | (56,740,900) | 55,035,276 | 97.0 | % | ||||||||||||||||||
| Financing activities | 332,468 | 153,951,608 | (153,619,140) | (99.8) | % | ||||||||||||||||||
Operating Activities
Net cash provided by operating activities for the nine months ended September 30, 2026 was $7.7 million and was primarily due to the Company's net income, non-cash expenses and investment gains, and timing of working capital activity. Operating cash inflows were primarily a result of net income and add backs associated with non cash items. Operating cash outflows were primarily a result of timing of vendor payments and settlement liabilities. Further, the Company extended its international license contract during February 2026, resulting in increases to other assets and long-term liabilities for the related capitalized contract costs.
Net cash used in operating activities for the nine months ended September 30, 2025 was $107.1 million and was primarily due to a net income (loss) and offset by an increase in the settlement liability and the change in fair value of warrant and derivative liability.
Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2026 was $1.7 million primarily due to the proceeds from maturity of investments and purchase of property and equipment. Net cash used in investing activities for the nine months ended September 30, 2025 was $56.7 million primarily due to an increase in the purchase of investments offset by the maturity of certain investments.
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Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2026 was $0.3 million due to proceeds received from the exercise of stock options offset by principal payments made under finance lease obligations. Net cash provided by financing activities for the nine months September 30, 2025 was $154.0 million primarily from issuances of convertible stock and common stock in the initial public offering.
Non-GAAP Financial Measures
In addition to our results determined in accordance with accounting principles generally accepted in the United States, or GAAP, we believe the following non-GAAP financial measure is useful in evaluating our operating performance.
Adjusted EBITDA is defined as revenues less cost of revenues and general and administrative expenses and excludes depreciation, amortization related to the incremental costs to obtain a contract, interest expense, net, impairment charges, unrealized gains (losses) on marketable securities and crypto assets, stock-based compensation, other corporate matters (consisting primarily of certain litigation expenses, and related fees, for specific legal proceedings and settlements that we have determined are not representative of the Company's core operating performance), other, net, and income tax expense.
Management believes that information about Adjusted EBITDA assists all users of our financial statements by allowing them to evaluate changes in the operating results of our portfolio of businesses separate from non-operational factors that affect net income, thus providing insight into both operations and the other factors that affect reported results. Adjusted EBITDA provides management, investors and equity analysts a measure to analyze the operating performance of our business and its enterprise value against historical data and competitors’ data, although historical results, including Adjusted EBITDA, may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).
Adjusted EBITDA is considered a non-GAAP financial measure and should be considered in addition to, not as a substitute for, net income, cash flow and other measures of financial performance reported in accordance with U.S. generally accepted accounting principles (“GAAP”). In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment charges, which are significant components in assessing our financial performance. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
Off-Balance Sheet Arrangements
As of September 30, 2026, we did not have any off-balance sheet arrangements.
Critical Accounting Estimates
There have been no material changes in our critical accounting policies and estimates from those disclosed in Part II; Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations; Critical Accounting Policies” contained in our Annual Report on Form 10-K for the year ended December 31, 2025.
JOBS Act Accounting Election
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement declared effective under the Securities Act of 1933, as amended, or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.
We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies and we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has exposure to two types of market risk: changes in interest rates and equity prices. The Company neither holds nor issues financial instruments for trading or hedging purposes. The following sections provide quantitative and qualitative information on the Company’s exposure to interest rate risk and equity price risk. The Company makes use of sensitivity analyses that are inherently limited in estimating actual losses in fair value that can occur from changes in market conditions.
Interest Rate Risk
We had $26.7 million of cash and cash equivalents at September 30, 2026. These amounts were generally invested in money market funds and time deposits. Interest paid on such funds fluctuates with the prevailing interest rate. Based on our cash and cash equivalents balance as of September 30, 2026, and assuming such balance remained unchanged for a full year, a hypothetical 10% increase or decrease in interest rates would increase or decrease our annual pre-tax earnings by $0.1 million. The actual impact of interest rate changes may differ from this estimate based on the timing of cash flows, changes in cash balances, investment maturities, reinvestment rates, and the terms of our money market funds and time deposits.
We had $88.5 million of U.S. Treasury securities and certificates of deposit, classified as investments and available-for-sale securities at September 30, 2026. These securities and certificates of deposit have contractual maturities ranging from 1 to 34 months, having fixed rates ranging from 3.375% to 4.5% and are held primarily for capital preservation and liquidity rather than for trading or speculative purposes. Because these securities bear fixed rates, their fair values may decline if market interest rates increase. Based on a hypothetical 10% increase or decrease in interest rates, the estimated fair value of these securities would increase or decrease by $0.2 million. Because of the short-term maturities and our intention and ability to hold the securities to maturity, we do not expect reasonably possible changes in interest rates to have a material effect on our financial condition, results of operations, or cash flows.
Equity Price Risk
A portion of our investment portfolio consists of marketable equity securities carried at fair value, with changes in fair value recognized in earnings. We had $22.3 million in marketable equity securities as of September 30, 2026, which represented the carrying value of these securities. A hypothetical 10% increase or decrease in quoted market prices as of September 30, 2026 would have resulted in an increase or decrease of $2.2 million in the fair value of these securities and would have had a corresponding effect on pre-tax earnings.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.
We are responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined by Exchange Act Rule 13a-15(f). Our internal controls are designed to provide reasonable assurance as to the reliability of our financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time.
Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15(d)-15(e) of the Exchange Act. In addition, management evaluated the effectiveness of our internal control over financial reporting based on the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
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Based on such evaluation, our CEO and CFO have concluded that as of September 30, 2026, our disclosure controls and procedures were not effective due to material weaknesses in our internal control over financial reporting described below.
Because of the material weaknesses described below, management has concluded that the Company’s internal control over financial reporting was not effective as of September 30, 2026. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
•Lack of adequate policies and procedures to support the operation of the Company’s business processes and internal control framework, including monitoring activities. In addition, the Company has not documented risk assessment procedures to set suitable objectives, identify relevant business risks, assess fraud risk, and develop associated responses to those risks. This includes designing appropriate business process controls in each of the following business cycles: revenue (including evaluation of new and modified contracts for proper accounting), period-end reporting, procure to pay, asset management, treasury, and income tax.
•Evidence is not maintained to support the review and approval of the complete population of journal entries including maintaining appropriate segregation of duties.
•Evidence is not maintained to support that certain controls were appropriately designed and implemented to ensure timely reporting of complete and accurate financial information. Specifically, the Company lacked evidence over review of subledgers and account reconciliations to ensure timely detection of material misstatements in financial statement balances and the related footnote disclosures in each of the following business cycles: revenue, period-end reporting, procure to pay, asset management, and treasury.
•Management did not fully design, implement and monitor general information technology controls in the areas related to privileged access, provisioning, terminations, user access review, vulnerability assessment and backup recovery controls and segregation of duties for systems supporting substantially all of the Company’s internal control processes. These ineffective information technology controls contributed to (i) improper segregation of duties among certain business process controls and (ii) ineffective data validation of spreadsheets and system-generated reports.
Management's Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting
The Company remains actively engaged in remediation efforts and is committed to strengthening its corporate governance and internal control environment. However, each material weakness will not be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that such controls are operating effectively.
We have undertaken, and continue to undertake, several remediation measures designed to remediate these material weaknesses. These efforts include, among other actions, hiring additional accounting personnel with appropriate technical expertise, engaging qualified third-party advisors to assist with complex accounting and financial reporting matters, and enhancing documentation surrounding accounting policies, internal controls, and significant transactions.
We are also formalizing elements of our business processes, enhancing management oversight, and evaluating the ongoing effectiveness of our internal controls. Additional steps are being implemented to improve our financial reporting systems and to establish new or revised control procedures where necessary. The Company will continue to invest in the necessary resources to complete these remediation efforts as expeditiously as possible.
Limitations on Effectiveness of Controls and Procedures
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. We do not expect that our disclosure controls will prevent or detect all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.
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Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) during the quarter ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II - Other Information
ITEM 1. LEGAL PROCEEDINGS
The Company is subject from time to time to a number of lawsuits arising in the ordinary course of business, including claims relating to competition, intellectual property rights, alleged libel or defamation, employment and labor matters, personal injury and property damage, free speech, customer privacy, regulatory requirements, and advertising, marketing and selling practices. Please see Note 9 Legal to our condensed consolidated financial statements. Except as set forth below, the Company is currently not aware of any legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on the Company’s business, financial condition or operating results.
On August 15, 2025, Newsmax Media, Inc. and Newsmax Broadcasting, LLC entered into a settlement agreement with Dominion Voting Systems, Inc. and certain of its affiliates (“Dominion”), pursuant to which such parties agreed to resolve the lawsuit among them for a total amount of $67.0 million. As of September 30, 2026, the remaining final installment of $20.0 million is due on or before January 15, 2027, for which the Company maintains a fully funded escrow amount.
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ITEM 1A. RISK FACTORS
The following risk factor supplements the risk factors disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated in our Quarterly Reports on Form 10-Q for the quarters ended March 31 and June 30, 2026.
Risks Related to Our Business, Operations and Our Industry
Artificial intelligence could reduce traffic to our digital properties, diminish the value of our content and harm the Newsmax brand.
Artificial intelligence (“AI”) search tools and chatbots can answer users’ questions about the news directly. As audiences increasingly use these tools, fewer users may visit Newsmax.com or our other digital properties. A decline in traffic or engagement could reduce digital advertising impressions, make it more difficult to attract subscribers and adversely affect our revenues. AI-generated responses may misstate our reporting or present archived material as current, and users may attribute those errors to Newsmax. Changes in how platforms use or display our content could limit our ability to reach new audiences, and we may be unable to renew or enter into AI content agreements on favorable terms.
Third parties may also use our reporting without authorization or distribute fabricated audio, images or video that appear to come from Newsmax or feature our on-air talent. Identifying and responding to these uses could increase our costs and divert resources. If we or our vendors use AI to prepare content for publication or broadcast, inaccuracies or the inclusion of material we lack rights to use could expose us to defamation, privacy or intellectual property claims. These developments could damage our reputation with audiences, advertisers and distribution partners and materially adversely affect our business, financial condition and results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended September 30, 2026, none of our directors or executive officers adopted terminated
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ITEM 6. EXHIBITS
(a)Documents filed as part of this Quarterly Report on Form 10-Q
1.Consolidated Financial Statements: See accompanying Index to Consolidated Financial Statements.
2.Consolidated Financial Statement Schedules: Financial statement schedules are omitted either due to the absence of conditions under which they are required or because the information required is included in the notes to the Company’s Consolidated Financial Statements.
(b)Exhibit Index
| Exhibit No. | Description | Incorporated by Reference | Filed Herewith | ||||||||||||||||||||||||||
Form | File No. | Exhibit | Filing Date | ||||||||||||||||||||||||||
3.1 | Amended and Restated Articles of Incorporation | 10-K/A | 001-42575 | 3.1 | April 2, 2025 | ||||||||||||||||||||||||
3.2 | Amended and Restated Bylaws | 10-K/A | 001-42575 | 3.2 | April 2, 2025 | ||||||||||||||||||||||||
31.1 | Certification of Chief Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||||||||||||||||||||||||||
31.2* | Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | X | |||||||||||||||||||||||||||
32.1* | Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | X | |||||||||||||||||||||||||||
101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | X | |||||||||||||||||||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | |||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File - the cover page of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 is formatted in Inline XBRL. | X | |||||||||||||||||||||||||||
*This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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SIGNATURES
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, thereunto duly authorized.
| NEWSMAX INC. | |||||
| Date: November 12, 2026 | /s/ Christopher Ruddy | ||||
Christopher Ruddy | |||||
Chief Executive Officer and Director | |||||
(Principal Executive Officer) | |||||
| Date: November 12, 2026 | /s/ Darryle Burnham | ||||
| Darryle Burnham | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer) | |||||
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