Reservoir Media, Inc.

NOTE 1. DESCRIPTION OF BUSINESS

Reservoir Media, Inc., a Delaware corporation (the “Company”), is an independent music company based in New York City, New York and with offices in Los Angeles, Nashville, Toronto, London, Abu Dhabi, Mumbai and Cairo.

Following a business combination between Roth CH Acquisition II Co. (“ROCC”) and Reservoir Holdings, Inc., a Delaware corporation (“RHI”), on July 28, 2021 (the “Business Combination”), the Company’s legal name became “Reservoir Media, Inc.” The common stock, $0.0001 par value per share, of the Company (the “Common Stock”) is traded on The Nasdaq Stock Market LLC (“NASDAQ”) under the ticker symbol “RSVR.”

The Company is a holding company that conducts substantially all of its business operations through Reservoir Media Management, Inc. (“RMM”), and RMM’s subsidiaries. The Company’s activities are organized intotwo reportable segments: Music Publishing and Recorded Music. Operations of the Music Publishing segment involve the acquisition of interests in music catalogs from which royalties are earned as well as signing songwriters to exclusive agreements which give the Company an interest in the future delivery of songs. Operations of the Recorded Music segment involve the acquisition of sound recording catalogs as well as the discovery and development of recording artists and the marketing, distribution, sale and licensing of the music catalog.

NOTE 2. BASIS OF PRESENTATION

The accompanying condensed consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries and its majority-owned subsidiaries and have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. All intercompany transactions and balances have been eliminated in these condensed consolidated financial statements. Certain information and note disclosures typically included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP” or* *“GAAP”) have been condensed or omitted pursuant to such rules and regulations. Therefore, these condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s audited financial statements as of and for the fiscal years ended March 31, 2026 and 2025.

The condensed consolidated balance sheet of the Company as of March 31, 2026, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures, including certain notes required by U.S. GAAP on an annual reporting basis.

In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods. The results for the three and six months ended September 30, 2026 are not necessarily indicative of the results to be expected for any subsequent quarter, the fiscal year ending March 31, 2027 or any other period.

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the related disclosure of contingent assets and liabilities. Significant estimates are used for, but not limited to, determining useful lives of intangible assets, intangible asset recoverability and impairment and accrued revenue. Actual results could differ from these estimates.

**NOTE 3.**RECENT ACCOUNTING PRONOUNCEMENTS

Accounting Standards Not Yet Adopted

In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03,Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which will require disclosure of additional information about specific expense categories in the notes to financial statements at each interim and annual reporting period. The amendments in ASU 2024-03 are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that adoption of ASU 2024-03 will have on its disclosures upon adoption.

NOTE 4. REVENUE RECOGNITION

For the Company’s operating and reportable segments, Music Publishing and Recorded Music, the Company accounts for a contract when it has legally enforceable rights and obligations and collectability of consideration is probable. The Company identifies the performance obligations and determines the transaction price associated with the contract. Revenue is recognized when, or as, control of the promised services or goods is transferred to the Company’s customers, and in an amount that reflects the consideration to which the Company is expected to be entitled in exchange for those services or goods. Certain of the Company’s arrangements include licenses of intellectual property with consideration in the form of sales- and usage-based royalties. Royalty revenue is recognized when the subsequent sale or usage occurs using the best estimates available of the amounts that will be received by the Company. The Company recognized revenue of $1,889,987 and $1,697,811 from performance obligations satisfied in previous periods for the six months ended September 30, 2026 and 2025, respectively.

Disaggregation of Revenue

The Company’s revenue consisted of the following categories during the three and six months ended September 30, 2026 and 2025:

Only the United States represented 10% or more of the Company’s total revenues during the three and six months ended September 30, 2026 and 2025.

Deferred Revenue

The following table reflects the change in deferred revenue during the six months ended September 30, 2026 and 2025:

NOTE 5. ACQUISITIONS

Viral Wave Business Combination

PopArabia FZ-LLC, a subsidiary of the Company, completed the acquisition of all of the issued and outstanding share capital of ViralWave Content Consultancy DWC-LLC (“Viral Wave”) (the “Viral Wave Acquisition”). The Viral Wave Acquisition closed on April 7, 2026 following required regulatory approvals. Purchase price consideration in the Viral Wave Acquisition totaled $5,892,734, consisting of $5,372,734 of cash paid at closing, $350,000 paid during the three months ended September 30, 2026 and $170,000 of contingent consideration. The purchase price is subject to customary working capital and other purchase price adjustments.

Viral Wave is a music and entertainment organization specializing in content distribution throughout the Middle East and North Africa region (“MENA”). The acquisition is expected to support the Company’s strategy to expand its presence in emerging markets, including MENA, as well as among global Arabic-language audiences.

The Viral Wave Acquisition was accounted for as a business combination in accordance with FASB ASC Topic 805,Business Combinations, using the acquisition method of accounting. The allocation of purchase price consideration to the preliminary fair value of the net assets acquired is as follows:

The preliminary fair value of identifiable intangible assets subject to amortization is $3,379,457 and consists of music distribution customer relationships, mobile carrier distribution agreements and a recorded music catalog, which have preliminary fair values of $1,474,884, $1,352,823 and $551,750, respectively. The weighted average amortization period of all identifiable intangible assets is 9.2 years.

The excess of the purchase price over the preliminary fair value of net assets acquired of $870,445 has been recorded as goodwill, which is classified as Other assets in the September 30, 2026 condensed consolidated balance sheet. Goodwill arising from the Viral Wave Acquisition has been assigned to the Company’s Recorded Music segment.

The purchase price allocation is preliminary and subject to revision as the Company obtains additional information necessary to finalize its estimates, primarily related to the valuation of identifiable intangible assets acquired, and may also include other assets acquired and liabilities assumed.

The results of operations of Viral Wave have been included in the Company’s consolidated financial statements from the acquisition date of April 7, 2026.

Transaction costs related to the Viral Wave Acquisition were not material and are included in administration expenses in the accompanying condensed consolidated statements of operations.

Asset Acquisitions

In the ordinary course of business, the Company regularly acquires publishing and recorded music catalogs, which are typically accounted for as asset acquisitions. During the six months ended September 30, 2026 and 2025, the Company completed such acquisitions totaling $23,913,307 and $43,533,028, respectively, inclusive of deferred acquisition payments. The weighted average amortization periods for music catalogs acquired in asset acquisitions during the six months ended September 30, 2026 and 2025 were determined to be 27.8 years and 30 years, respectively.

NOTE 6. INTANGIBLE ASSETS

Intangible assets subject to amortization consist of the following as of September 30, 2026 and March 31, 2026:

Straight-line amortization expense totaled $8,373,497 and $7,502,158 during the three months ended September 30, 2026 and 2025, respectively. Straight-line amortization expense totaled $16,592,801 and $14,764,184 during the six months ended September 30, 2026 and 2025, respectively.

NOTE 7. ROYALTY ADVANCES

The Company made royalty advances totaling $6,455,048 and $7,816,122 during the six months ended September 30, 2026 and 2025, respectively, recoupable from the writer’s or artist’s share of future royalties otherwise payable, in varying amounts. Advances expected to be recouped within the next twelve months are classified as current assets, with the remainder classified as noncurrent assets, net of reserves for amounts that may not be recoverable.

The following table reflects the change in royalty advances, net during the six months ended September 30, 2026 and 2025:

NOTE 8. SECURED LINE OF CREDIT

Long-term debt consists of the following:

Credit Facilities

RMM is party to a credit agreement (as amended or supplemented from time to time, the “RMM Credit Agreement”) governing RMM’s senior secured revolving credit facility (the “Senior Credit Facility”). On June 3, 2025, RMM entered into an amendment (the “Third Amendment”) to the RMM Credit Agreement, which amended the Senior Credit Facility to (i) increase the revolving credit commitment from $450,000,000 to $550,000,000, (ii) adjust the consolidated net senior debt to the value of the music library ratio from 30.0% to 37.5% for the 0.25% increase in the pricing grid, (iii) reset the incremental borrowing capacity under the facility’s accordion feature to $150,000,000 after the effectiveness of the Third Amendment, (iv) exclude non wholly-owned foreign subsidiaries from the requirement to guarantee obligations under the RMM Credit Agreement and (v) modify certain negative covenants under the RMM Credit Agreement as further set forth in the Third Amendment. In connection with the Third Amendment, the Company incurred banking, legal and consulting fees of $1,140,259 that were recorded as deferred financing fees, which will be amortized over the remaining term of the Senior Credit Facility.

The maturity date of the loans advanced under the Senior Credit Facility is December 16, 2027. The interest rate on borrowings under the Senior Credit Facility is equal to, at the Company’s option, either (i) the sum of a base rate plus a margin of 1.00% or (ii) the sum of a Secured Overnight Financing Rate (“SOFR”) rate plus a margin of 2.00%, in each case subject to a 0.25% increase based on a consolidated net senior debt to library value ratio. RMM is also required to pay an unused fee in respect of unused commitments under the Senior Credit Facility, if any, at a rate of 0.25% per annum. Substantially all tangible and intangible assets of the Company, RHI, RMM and the other subsidiaries are pledged as collateral to secure the obligations of RMM under the RMM Credit Agreement.

The RMM Credit Agreement contains customary covenants limiting the ability of the Company, RHI, RMM and certain of its subsidiaries to, among other things, incur debt or liens, merge or consolidate with others, make investments, make cash dividends, redeem or repurchase capital stock, dispose of assets, enter into transactions with affiliates or enter into certain restrictive agreements. In addition, the Company, on a consolidated basis with its subsidiaries, must comply with financial covenants requiring the Company to maintain (i) a fixed charge coverage ratio of not less than 1.10:1.00 for each four fiscal quarter period, and (ii) a consolidated senior debt to library value ratio of no greater than 0.45:1.00, subject to certain adjustments. If RMM does not comply with the covenants in the RMM Credit Agreement, the lenders may, subject to customary cure rights, require the immediate payment of all amounts outstanding under the Senior Credit Facility.

As described above, the Senior Credit Facility also includes an “accordion feature” that permits RMM to seek additional commitments in an amount not to exceed $150,000,000. As of September 30, 2026, the Senior Credit Facility had a borrowing capacity of $550,000,000, with remaining borrowing availability of $89,171,591.

Interest Rate Swaps

At September 30, 2026, RMM had the following interest rate swaps outstanding, under which it pays a fixed rate and receives a floating interest payment from the counterparty based on SOFR:

NOTE 9. INCOME TAXES

Income tax expense for the three months ended September 30, 2026 and 2025 was $1,428,290 (23.6% effective tax rate) and $947,313 (30.1% effective tax rate), respectively. Income tax expense for the six months ended September 30, 2026 and 2025 was $1,189,165 (22.4% effective tax rate) and $676,247 (30.2% effective tax rate), respectively.

Income tax expense during the three and six months ended September 30, 2026 reflects a decrease in non-deductible executive compensation compared to the three and six months ended September 30, 2025, as well as changes in the amount and mix of income (loss) from multiple tax jurisdictions. Income tax expense during the six months ended September 30, 2026 also reflects excess tax benefits related to share-based compensation.

NOTE 10. SUPPLEMENTARY CASH FLOW INFORMATION

Interest paid and income taxes paid for the six months ended September 30, 2026 and 2025 were comprised of the following:

Non-cash investing and financing activities for the six months ended September 30, 2026 and 2025 were comprised of the following:

NOTE 11. WARRANTS

As of March 31, 2026, the Company’s outstanding warrants included 5,750,000 publicly-traded warrants (the “Public Warrants”), which were issued during ROCC’s initial public offering on December 15, 2020, and 137,500 warrants sold in a private placement to ROCC’s sponsor (the “Private Warrants” and together with the Public Warrants, the “Warrants”), which were assumed by the Company in connection with the Business Combination and exchanged into warrants for shares of Common Stock. Each whole Warrant entitled the registered holder to purchaseone whole share of Common Stock at a price of $11.50 per share, provided that the Company has an effective registration statement under the Securities Act covering the shares of Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. The Warrants expired on July 28, 2026.

NOTE 12. SHARE-BASED COMPENSATION

Share-based compensation expense totaled $1,165,386 ($909,012, net of taxes) and $1,113,885 ($867,195, net of taxes) during the three months ended September 30, 2026 and 2025, respectively. Share-based compensation expense totaled $2,985,530 ($2,328,739, net of taxes) and $2,247,437 ($1,749,702, net of taxes) during the six months ended September 30, 2026 and 2025, respectively. Share-based compensation expense is classified as “Administration expenses” in the accompanying condensed consolidated statements of operations.

During the six months ended September 30, 2026 and 2025, the Company granted restricted stock units (“RSUs”) to satisfy previous obligations to issue a variable number of equity awards based on a fixed monetary amount. Prior to the issuance of these RSUs, the Company classified these awards as liabilities. Upon issuance of the RSUs, the awards became equity-classified as they no longer met the criteria to be liability-classified and as a result liabilities of $926,667 and $1,075,407 were reclassified from accounts payable and accrued liabilities to additional paid-in capital during the six months ended September 30, 2026 and 2025, respectively.

NOTE 13. EARNINGS PER SHARE

The following table summarizes the basic and diluted earnings per common share calculation for the three and six months ended September 30, 2026 and 2025:

Because of their anti-dilutive effect,48,119 RSUs have been excluded from the diluted earnings per share calculation for the three and six months ended September 30, 2026. Because of their anti-dilutive effect,4,090 RSUs have been excluded from the diluted earnings per share calculation for the six months ended September 30, 2025. The Company’s 5,887,500 Warrants were evaluated for inclusion in diluted earnings per share under the treasury stock method prior to their expiration on July 28, 2026. The Warrants were anti-dilutive prior to their expiration for all periods presented and therefore were excluded from diluted earnings per share calculations.

NOTE 14. FINANCIAL INSTRUMENTS

The Company is exposed to the following risks related to its financial instruments:

Credit risk arises from the possibility that the Company’s debtors may be unable to fulfill their financial obligations. Revenues earned from publishing and distribution companies are concentrated in the music and entertainment industry. The Company monitors its exposure to credit risk on a regular basis.

The Company is exposed to market risk from changes in interest rates on its Senior Credit Facility. As described in Note 8, “Secured Line of Credit,” the Company entered into interest rate swap agreements to partially reduce its exposure to fluctuations in interest rates on its Senior Credit Facility.

The fair value of the outstanding interest rate swaps consisted of a $3,092,919 asset as of September 30, 2026 and a $1,356,878 asset and a $289,543 liability at March 31, 2026. Fair value is determined using Level 2 inputs, which are based on quoted prices and market observable data of similar instruments. The increases in the unrealized fair value of the swaps during the three and six months ended September 30, 2026 of $1,099,731 and $2,025,584, respectively, were recorded as gains on fair value of swaps. The decreases in the unrealized fair value of the swaps during the three and six months ended September 30, 2025 of $315,998 and $1,313,163, respectively, were recorded as losses on fair value of swaps.

The Company is exposed to foreign exchange risk in fluctuations of currency rates on its revenue from royalties, writers’ fees and its subsidiaries’ operations.

Financial instruments not described elsewhere include cash, accounts receivable, accounts payable, accrued liabilities and the Company’s secured line of credit. The carrying values of these instruments as of September 30, 2026 do not differ materially from their respective fair values due to the immediate or short-term duration of these instruments or because the instruments bear market-related rates of interest.

NOTE 15. CONTINGENCIES AND COMMITMENTS

Litigation

The Company is subject to claims and contingencies in the normal course of business. To the extent the Company cannot determine whether a loss is probable based on the uncertain outcome of the claims and contingencies or estimate the amount of any loss that may result, no provision for any contingent liabilities has been made in the condensed consolidated financial statements. The Company believes that losses resulting from these matters, if any, would not have a material adverse effect on the financial position, results of operations or cash flows of the Company. When applicable, all such matters which the Company concludes are probable to result in a loss and for which management can reasonably estimate the amount of such loss have been accrued for within these condensed consolidated financial statements.

NOTE 16. SEGMENT REPORTING

The Company’s business is organized inthree operating segments, one of which does not meet the quantitative thresholds for determining reportable segments, andtwo reportable segments: Music Publishing and Recorded Music. The Company identified its Chief Executive Officer as its Chief Operating Decision Maker (“CODM”). The Company’s CODM evaluates financial performance of its segments based on operating income before depreciation and amortization (“OIBDA”). The CODM regularly reviews trends in OIBDA and compares OIBDA results to budgets to evaluate the profitability of the segments. During the annual budget process, the CODM also considers OIBDA to assist in the allocation of resources to the segments.

The accounting policies of the Company’s business segments are consistent with the Company’s policies for the condensed consolidated financial statements. The Company does not have sales between segments.

The following tables present total revenue and OIBDA by segment, significant segment expenses, which are expenses that are included in OIBDA, significant to the segment considering qualitative and quantitative factors and regularly provided or easily computed from information regularly provided to the CODM, and a reconciliation of OIBDA to income before income taxes for the three and six months ended September 30, 2026 and 2025:

The Company’s CODM manages assets on a consolidated basis. Segment assets and amortization and depreciation by reportable segment are not reported to the Company’s CODM nor used to allocate resources or assess performance of the segments. Accordingly, neither total segment assets nor amortization and depreciation by reportable segment have been disclosed.