David Gandler joins Newsmax (NYSE: NMAX) board with option grant

Rhea-AI Filing Summary

Newsmax Inc. reported that its Board of Directors appointed David Gandler as a director effective August 21, 2025, filling an existing vacancy. He will serve as a non-employee director under the company’s standard Director Compensation Policy.

In connection with his appointment, Gandler will receive a stock option under the 2025 Omnibus Equity Incentive Plan valued at $175,000, with the number of Class B Common Stock options determined by dividing this amount by the share’s fair market value on the grant date. The exercise price will equal that fair market value, and the option will vest in full on the 12-month anniversary of the grant, subject to continued service. The company noted there are no related-party arrangements requiring disclosure and that he signed its standard director indemnification agreement. A press release announcing the appointment was furnished as an exhibit.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

August 21, 2025

Date of Report (Date of earliest event reported)

NEWSMAX INC.

(Exact name of registrant as specified in its charter)

Florida		024-12567		99-2600308
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

750 Park of Commerce Drive, Suite 100

Boca Raton, Florida 33487

(Address of principal executive offices and zip code)

(561) 686-1165

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class B Common Stock, $0.001 par value per share		NMAX		New York Stock Exchange, LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On August 21, 2025, the Board of Directors (the “Board”) of Newsmax Inc. (the “Company”) appointed David Gandler as a member of the Board to fill an existing vacancy, effective immediately.

Mr. Gandler will receive compensation for his service as a non-employee member of the Board as set forth in the Company’s Director Compensation Policy. In connection with his appointment as a non-employee director, Mr. Gandler will receive under the Company’s 2025 Omnibus Equity Incentive Plan (the “Plan”), a stock option award (the “Option Award”) to purchase a number of shares of the Company’s Class B Common Stock (“Class B Common Stock”) equal to One Hundred Seventy-Five Thousand Dollars ($175,000), divided by the Fair Market Value (as defined in the Plan) of a share of the Company’s Class B Common Stock on the date of grant. The exercise price of the Option Award shall be equal to the Fair Market Value of a share of the Company’s Class B Common Stock on the date of grant. The Option Award will vest in full on the twelve (12) month anniversary of the date of grant, subject to Mr. Gandler’s continued provision of services through such date. The Option Award will be subject to the terms and conditions of the Plan and the Newsmax Inc. Stock Option Grant Notice and Option Agreement pursuant to which the Option Award is granted.

There are no arrangements or understandings between Mr. Gandler and any other person pursuant to which he was selected as a director, and there are no transactions in which the Company is a party and in which Mr. Gandler has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment, Mr. Gandler executed the Company’s standard form of indemnification agreement for directors, a copy of which was filed as Exhibit 6.7 to the Company’s Offering Statement on Form 1-A filed with the SEC on February 7, 2025.

Item 7.01 - Regulation FD Disclosure

On August 21, 2025, the Company issued a press release announcing the appointment of Mr. Gandler as a member of the Board, as described in Item 5.02 above. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 disclosure, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 - Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Press Release dated August 21, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 hereunto duly authorized.

Dated: August 22, 2025

Newsmax Inc.
By:	/s/ Darryle Burnham
Name:	Darryle Burnham
Title:	Chief Financial Officer

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FAQ

What did Newsmax Inc. (NMAX) announce in this 8-K filing?

Newsmax Inc. announced the appointment of David Gandler to its Board of Directors, effective August 21, 2025. He joins as a non-employee director, receiving standard board compensation and an equity-based stock option grant under the company’s 2025 Omnibus Equity Incentive Plan.

Who is David Gandler in relation to Newsmax Inc. (NMAX)?

David Gandler has been appointed as a non-employee member of Newsmax Inc.’s Board of Directors to fill an existing vacancy. He will receive director compensation under the company’s Director Compensation Policy and a stock option grant linked to the company’s Class B Common Stock.

What equity compensation will David Gandler receive from Newsmax Inc. (NMAX)?

David Gandler will receive a stock option award valued at $175,000 under the 2025 Omnibus Equity Incentive Plan. The number of options equals $175,000 divided by the fair market value of Class B Common Stock on the grant date, with the exercise price set at that same fair market value.

When do David Gandler’s stock options at Newsmax Inc. (NMAX) vest?

David Gandler’s stock option award will vest in full on the 12-month anniversary of the grant date. Vesting is conditioned on his continued service to Newsmax Inc. through that anniversary, consistent with the terms of the company’s equity incentive plan and related option agreement.

Are there any related-party transactions involving David Gandler at Newsmax Inc. (NMAX)?

Newsmax Inc. states there are no arrangements or transactions involving David Gandler that require disclosure as related-party items. Specifically, the company notes no material interests under Item 404(a) of Regulation S-K connected to his appointment as a director.

Did Newsmax Inc. (NMAX) issue a press release about David Gandler’s appointment?

Yes. Newsmax Inc. issued a press release on August 21, 2025 announcing David Gandler’s board appointment. The press release is furnished as Exhibit 99.1 and is treated as “furnished,” not “filed,” for purposes of certain Exchange Act liability provisions and incorporation by reference.