NMAX Form 4: David Gandler receives 11,738 stock options

Rhea-AI Filing Summary

Newsmax, Inc. (NMAX) director David Gandler was granted a stock option under the issuer's 2025 Omnibus Equity Incentive Plan. The option covers 11,738 common shares with an exercise price of $14.91 per share, was granted on 08/25/2025, and expires on 08/25/2035. The option becomes exercisable on the 12-month anniversary of the grant provided the reporting person remains in service through that date.

The Form 4 was filed as a one-person filing and signed by an attorney-in-fact on 08/26/2025. The filing discloses the derivative award and the mechanics governing vesting and exercisability but contains no other compensatory terms or additional transactions.

Positive

• Option grant disclosed for director David Gandler, providing clear alignment of director incentives with long‑term shareholder value.
• Time‑based vesting (12‑month cliff) supports retention and links exercisability to continued service.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director option grant aligning executive incentives through time‑based vesting; no immediate dilution or sales disclosed.

The reported option award of 11,738 shares at a $14.91 exercise price is a standard equity compensation tool for a director. Vesting is time‑based, becoming exercisable on the 12‑month anniversary if service continues, which supports retention. The Form 4 cleanly discloses grant mechanics and expiration, but it does not disclose share-count context versus outstanding shares or any acceleration/change‑of‑control provisions, limiting assessment of shareholder dilution risk.

Securities Analyst

TL;DR: Disclosure is clear and routine; the award is a derivative grant with fixed exercise price and ten‑year term.

The derivative security is an option exercisable into 11,738 common shares, with a ten‑year term (08/25/2025–08/25/2035) and a stated exercise price of $14.91. The Form 4 indicates no immediate change in beneficial ownership of common stock and shows the instrument is currently recorded as held directly. The filing provides essential terms but omits aggregate post‑grant ownership percentage and any tax or settlement provisions, which constrains full investor impact analysis.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Gandler David

(Last) (First) (Middle)

C/O NEWSMAX INC.

750 PARK OF COMMERCE DR., SUITE 100

(Street)

BOCA RATON FL 33487

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Newsmax Inc. [ NMAX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Option (Right to Buy)	$14.91	08/25/2025		A		11,738		(1)	08/25/2035	Common Stock	11,738	$0	11,738	D

Explanation of Responses:

1. The option was granted pursuant to the Issuer's 2025 Omnibus Equity Incentive Plan and a Stock Option Grant Notice and Option Agreement. The option shall become exercisable on the 12-month anniversary of the grant date, provided that the Reporting Person continues to provide services to the Issuer through such date.

	/s/ Darryle Burnham as Attorney-In-Fact for David Gandler	08/26/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did David Gandler report on the Form 4 for Newsmax (NMAX)?

The report discloses a grant of a stock option covering 11,738 shares, exercisable into common stock under the 2025 Omnibus Equity Incentive Plan.

What is the exercise price and term of the option on the Form 4?

The option has an exercise price of $14.91 and a ten‑year term, expiring on 08/25/2035.

When does the option become exercisable?

The option becomes exercisable on the 12‑month anniversary of the grant date (08/25/2025), conditional on continued service.

When was the Form 4 filed and who signed it?

The Form 4 reports the transaction dated 08/25/2025 and was signed by an attorney‑in‑fact on 08/26/2025.

Does the Form 4 show immediate ownership change in common stock?

No immediate change in common stock ownership is shown; the filing reports a derivative option award, not a current transfer of shares.