Arena Group Holdings, Inc.

Previous wording

We monitor and review our key operating metrics as we believe that these metrics are relevant for our industry and specifically to us and to understanding our business. Moreover, they form the basis for trends informing certain predictions related to our financial condition. Our key operating metrics focus primarily on our digital advertising revenue, which is our most significant revenue stream. As indicated in theResults of Operations section below for the year ended December 31, 2024, digital advertising revenue decreased by approximately 13%, as compared to the same period in fiscal 2023. Management monitors and reviews these metrics because such metrics are readily measurable in real time and can provide valuable insight into the performance of and trends related to our digital advertising revenue and our overall business. We consider only those key operating metrics described here to be material to our financial condition, results of operations and future prospects.

Current wording

We monitor and review our key operating metrics as we believe that these metrics are relevant for our industry and specifically to us and to understanding our business. Moreover, they form the basis for trends informing certain predictions related to our financial condition. Our key operating metrics focus primarily on our digital advertising revenue, which is our most significant revenue stream. Management monitors and reviews these metrics because such metrics are readily measurable in real time and can provide valuable insight into the performance of and trends related to our digital advertising revenue and our overall business. We consider only those key operating metrics described here to be material to our financial condition, results of operations and future prospects.

Previous wording

Uncertainty in the global economy presents significant risks to our business. Increases in inflation, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and Israel and the responses thereto impact, and the impact of tariffs on print production costs and the overall market for advertising may have an adverse effect on our business. While we are closely monitoring the impact of the current macroeconomic conditions on all aspects of our business, the ultimate extent of the impact on our business remains highly uncertain and will depend on future developments and factors that continue to evolve. Most of these developments and factors are outside of our control and could exist for an extended period of time. As a result, we are subject to continuing risks and uncertainties. For more information regarding these risks and uncertainties, see the section titled “Risk Factors” in Part 1, Item 1A of this Annual Report on Form 10-K.

Current wording

Uncertainty in the global economy presents significant risks to our business. Increases in inflation, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and in the Middle East and the responses thereto, and the impact of tariffs on print production costs and the overall market for advertising may have an adverse effect on our business. While we are closely monitoring the impact of the current macroeconomic conditions on all aspects of our business, the ultimate extent of the impact on our business remains highly uncertain and will depend on future developments and factors that continue to evolve. Most of these developments and factors are outside of our control and could exist for an extended period of time. As a result, we are subject to continuing risks and uncertainties. For more information regarding these risks and uncertainties, see the section titled “Risk Factors” in Part 1, Item 1A of this Annual Report on Form 10-K.

Previous wording

As of December 31, 2024, our principal sources of liquidity consisted of cash of $4,362 and accounts receivable from continuing operations, net of our allowance for credit losses, of $31,115. In addition, as of December 31, 2024, we had $39,349 available for additional use under our working capital loan with Simplify. As of December 31, 2024, the outstanding balance of the Simplify working capital loan was $10,651. Our cash balance as of the issuance date of our accompanying consolidated financial statements was $3,556.

Current wording

As of December 31, 2025, our principal sources of liquidity consisted of cash of $10,338 and accounts receivable from continuing operations, net of our allowance for credit losses, of $22,270. In addition, as of December 31, 2025, we had $25,000 available for additional use under our working capital loan with Simplify. As of December 31, 2025, the outstanding balance of the Simplify working capital loan was $0. Our cash balance as of the issuance date of our accompanying consolidated financial statements was $13,272.

Previous wording

Debt Activity – During the year ended December 31, 2024, we took steps to extend our debt maturities. Our debt activity during the year ended December 31, 2024 was as follows:

Current wording

Our debt activity during the year ended December 31, 2024 was as follows:

Previous wording

Future Debt Obligations – As of December 31, 2024, our future contractual debt obligations were $121,342, with $10,651 maturing on December 1, 2026 and $110,691 maturing on December 31, 2026.

Current wording

Future Debt Obligations – As of December 31, 2025, our future contractual debt obligations were $97,578 maturing on December 31, 2027.

Previous wording

We have financed our working capital requirements since inception through issuances of equity securities and various debt financings. Our working capital deficit as of December 31, 2024 and 2023 was as follows:

Current wording

We have financed our working capital requirements since inception through issuances of equity securities and various debt financings. Our working capital surplus (deficit) as of December 31, 2025 and 2024 was as follows:

Previous wording

As of December 31, 2024, we had a working capital deficit of $82,022, as compared to $145,622 as of December 31, 2023, consisting of $40,234 in total current assets and $122,256 in total current liabilities. As of December 31, 2023, our working capital deficit consisted of $90,399 in total current assets and $236,021 in total current liabilities.

Current wording

As of December 31, 2025, we had a working capital surplus of $18,627 (consisting of $35,630 in total current assets and $17,003 in total current liabilities), as compared to a working capital deficit of $82,022 as of December 31, 2024. As of December 31, 2024, our working capital deficit consisted of $40,234 in total current assets and $122,256 in total current liabilities.

Previous wording

For the year ended December 31, 2024, net cash used in operating activities was $16,076, consisting primarily of $147,507 of cash paid to employees, Publisher Partners, Expert Contributors, suppliers, and vendors, and for revenue share arrangements, professional services, and $17,837 of cash paid for interest, offset by $149,268 of cash received from customers. For the year ended December 31, 2023, net cash used in operating activities was $24,772, consisting primarily of $239,737 of cash paid to employees, Publisher Partners, Expert Contributors, suppliers, and vendors, and for revenue share arrangements, advance of royalty fees and professional services, and $12,101 of cash paid for interest, offset by $227,066 of cash received from customers.

Current wording

For the year ended December 31, 2025, net cash provided by operating activities was $39,246, consisting primarily of $89,496 of cash paid to employees, Publisher Partners, Expert Contributors, suppliers, and vendors, and for revenue share arrangements, professional services, and $11,551 of cash paid for interest, offset by $140,293 of cash received from customers. For the year ended December 31, 2024, net cash used in operating activities was $16,076, consisting primarily of $147,507 of cash paid to employees, Publisher Partners, Expert Contributors, suppliers, and vendors, and for revenue share arrangements, advance of royalty fees, and professional services, and $17,837 of cash paid for interest, offset by $149,268 of cash received from customers.

Previous wording

For the year ended December 31, 2024, net cash used in investing activities was $5,175, consisting of (i) $54 for purchase of property and equipment and (ii) $5,121 for capitalized costs for our Platform. For the year ended December 31, 2023, net cash used in investing activities was $3,212, consisting of $3,773 for capitalized costs for our Platform and $500 for the acquisition of a business, offset by $1,061 from the sale of assets.

Current wording

For the year ended December 31, 2025, net cash used in investing activities was $9,590, consisting of (i) $2,550 for purchase of intangible assets and (ii) $7,040 for capitalized costs for our Platform. For the year ended December 31, 2024, net cash used in investing activities was $5,175, consisting of $5,121 for capitalized costs for our Platform and $54 for purchase of property and equipment.

Previous wording

For the year ended December 31, 2024, net cash provided by financing activities was $16,329, primarily consisting of (i) $561 for the payment of the contingent consideration, (ii) $20,027 from repayment of our line of credit with SLR Digital Finance LLC (“SLR”) (iii) $534 for tax payments relating to the withholding of shares of common stock for certain employees and (iv) $200 payment of deferred cash payments for an acquisition, less (v) $12,000 in net proceeds from the common stock private placement, and (vi) $25,651 in net proceeds from our working capital loan with Simplify. For the year ended December 31, 2023, net cash provided by financing activities was $22,895, consisting primarily of $11,333 (excluding accrued offering costs of $167) in net proceeds from the public offering of common stock, $5,517 from borrowings under our Arena Credit Agreement, $7,543 (excluding debt issuance costs of $457) in net proceeds from issuance of our bridge notes; offset by $1,423 tax payments relating to the withholding of shares of common stock for certain employees, and $75 payment of deferred cash payments for an acquisition.

Current wording

For the year ended December 31, 2025, net cash used in financing activities was $23,680, primarily consisting of (i) $13,000 curtailment payment of our term debt, (ii) $10,651 repayment of the Simplify Loan, (iii) $29 for tax payments relating to the withholding of shares of common stock for certain employees. For the year ended December 31, 2024, net cash provided by financing activities was $16,329, primarily consisting of (i) $561 for the payment of the contingent consideration, (ii) $20,027 from repayment of our line of credit with SLR Digital Finance LLC (“SLR”) (iii) $534 for tax payments relating to the withholding of shares of common stock for certain employees and (iv) $200 payment of deferred cash payments for an acquisition, less (v) $12,000 in net proceeds from the common stock private placement, and (vi) $25,651 in net proceeds from our working capital loan with Simplify.

Previous wording

For the year ended December 31, 2024, the net loss from continuing operations improved $29,548 to $7,667, as compared to our prior period net loss of $37,215. This improvement was primarily due to a $24,884 decrease in operating expenses as a result of headcount and consulting spend reductions.

Current wording

For the year ended December 31, 2025, the net income from continuing operations improved $36,275 to $28,608, as compared to our prior period net loss of $7,667. This improvement was primarily due to a $20,291 decrease in operating expenses and an $8,921 increase in revenue. These changes reflect the impactof adopting the entrepreneurial publishing model, whereby Expert Contributors are compensated based on a variable RPM share, throughout the portfolio and cost-savings initiatives including reductions in headcount, consulting spend and other operating costs.

Previous wording

For the year ended December 31, 2024, we had gross profit of $55,718, as compared to $55,273 for the year ended December 31, 2023, an increase of $445. Gross profit percentage for the year ended December 31, 2024 was 44.3%, as compared to 38.5% for the year ended December 31, 2023.

Current wording

For the year ended December 31, 2025, we had gross profit of $68,349, as compared to $55,718 for the year ended December 31, 2024, an increase of $12,631. Gross profit percentage for the year ended December 31, 2025 was 50.7%, as compared to 44.3% for the year ended December 31, 2024.

Previous wording

For the year ended December 31, 2024, total revenue decreased $17,723, or a 12.3% decrease, to $125,907 from $143,630 for the year ended December 31, 2023. This reflected a decrease in print revenue of $8,434 due primarily to the shutdown of Athlon Outdoor print operations and a 6.9% decrease in digital revenue from $134,123 for the year ended December 31, 2023 to $124,834 for the year ended December 31, 2024 driven primarily by the cessation of publishing of the FanNation sites in early 2024.

Current wording

For the year ended December 31, 2025, total revenue increased $8,921, or a 7.1% increase, to $134,828 from $125,907 for the year ended December 31, 2024. This reflected a decrease in print revenue of $52 due primarily to the shutdown of Athlon Outdoor print operations and a 7.2% increase in digital revenue from$124,834 for the year ended December 31, 2024 to $133,807 for the year ended December 31, 2025.

Previous wording

For the year ended December 31, 2024, we recognized cost of revenue of $70,189, as compared to $88,357 for the year ended December 31, 2023, representing an increase of $18,168. Cost of revenue for the year ended December 31, 2024 was impacted by decreases in printing, distribution and fulfillment costs of $2,712 due to the shutdown of Athlon Outdoor print operations, a decrease in the amortization of developed technology and platform development costs of $2,794, a decrease in technology costs of $4,675, internal cost of content of $1,028, and external cost of content of $6,845 driven by the cessation of publishing of FanNation sites in early 2024, and a decrease in other costs of revenue of $114.

Current wording

For the year ended December 31, 2025, we recognized cost of revenue of $66,479, as compared to $70,189 for the year ended December 31, 2024, representing a decrease of $3,710. Cost of revenue for the year ended December 31, 2025 was impacted byan increase in external cost of content of $2,572 reflecting the variable nature of these expenses which fluctuate proportionally to digital advertising revenues, a $2,505 reduction in internal content costs due to efficiencies gained from a smaller internal editorial team enabled by our entrepreneurial publishing model, a $2,421 decrease in technology cost resulting from cost rationalization and reduced outside spend, a $997 decrease in printing, distribution and fulfillment costs due to the shutdown of Athlon Outdoor print operations, and other cost reductions of $359.

Previous wording

For the year ended December 31, 2024, we incurred selling and marketing costs of $12,548 as compared to $24,263 for the year ended December 31, 2023. The decrease in selling and marketing costs of $11,715 is primarily related to decreases in payroll and employee benefits costs of $6,976 due to a reduction in direct sales workforce. In addition, there were decreases in professional marketing services of $2,139, advertising costs of $887, circulation costs of $906, and stock-based compensation of $1,011; partially offset by other selling and marketing expenses of $204.

Current wording

For the year ended December 31, 2025, we incurred selling and marketing costs of $7,033 as compared to $12,548 for the year ended December 31, 2024. The decrease in selling and marketing costs of $5,515 is primarily related to decreases in payroll and employee benefits costs of $3,446 due to a reduction in direct sales workforce. In addition, there were a decrease in advertising costs of $1,453, a decrease in other selling and marketing expenses of $250, a decrease in circulation costs of $241, and a decrease in stock-based compensation of $138.

Previous wording

For the year ended December 31, 2024, we incurred general and administrative costs of $30,399 as compared to $43,783 for the year ended December 31, 2023. The $13,384 decrease in general and administrative expenses is primarily due to decreases in stock-based compensation of $9,495, and payroll and related expenses of $2,987 as a result of headcount and consulting spend reductions, and a decrease in other general and administrative expenses of $851; partially offset by an increase in professional services, including accounting, legal and insurance of $51.

Current wording

For the year ended December 31, 2025, we incurred general and administrative costs of $17,056 as compared to $30,399 for the year ended December 31, 2024. The $13,343 decrease in general and administrative expenses is primarily driven by a $4,219 reduction in payroll and related expenses as a result of headcount reductions, a $4,921 decline in professional services including accounting, legal and insurance, a $1,039 decrease in stock-based compensation, and a reduction in other general and administrative expenses of $3,164.

Previous wording

We report our segment results as Sports & Leisure, Finance, Lifestyle, and Platform. Additionally, certain expenses are not allocated to our segments because they represent Arena-level activities.

Current wording

We report our segment results as Sports & Leisure, Finance, Lifestyle, and Platform & Other. Additionally, certain expenses are not allocated to our segments because they represent Arena-level activities. The brand Men's Journal is organized under the subject matter vertical of Sports & Leisure for the year ending December 31, 2025. Accordingly, segment‑level year‑over‑year comparisons reflect this reclassification, with prior periods recast to conform to the current‑period presentation.

Previous wording

The primary drivers of the decrease include a $13,274 decrease in our digital advertising revenue driven primarily by the cessation of publishing of FanNation sites in early 2024, a decrease in our digital subscriptions of $4,156 due to a decline in subscribers. These decreases were partially offset by an increase in performance marketing revenue that increased by $7,478 due to growth of our affiliate partner network and expansion of the performance marketing model across our portfolio and an increase in other digital revenue of $3,690.

Current wording

Sports & Leisure– decrease of $3,510 was driven by a $6,064 decrease in digital advertising revenue due to the cessation of publishing FanNation sites in early 2024 partially offset by an increase in publisher revenue due to expansion of our publisher revenue network and an increase in performance marketing revenue due to growth of our affiliate partner network and expansion of the performance marketing model within the Sport & Leisure vertical.

Previous wording

Interest Expense– we incurred interest expense, net of $14,668 for the year ended December 31, 2024, as compared to $17,965 for the year ended December 31, 2023. The decrease in interest expense of $3,297 was primarily from lower amortization of debt costs and lower interest charges on the line of credit.

Current wording

Interest Expense– we incurred interest expense of $11,358 for the year ended December 31, 2025, as compared to $14,668 for the year ended December 31, 2024. The $3,310 decrease in interest expense reflects lower interest charges following repayments of the Simplify Loan throughout 2025. The Simply Loan was fully repaid as of December 31, 2025.

Previous wording

Liquidated Damages– we recorded liquidated damages of $306 for the year ended December 31, 2024, as compared to $583 for the year ended December 31, 2023. The decrease of $277 in liquidated damages recorded for the year ended December 31, 2024, is primarily because in 2023 we had an assessment under certain agreements as a result of filing a registration statement outside of the agreed upon filing deadline.

Current wording

Liquidated Damages– we recorded liquidated damages of $305 for the year ended December 31, 2025, as compared to $306 for the year ended December 31, 2024.

Previous wording

Income Taxes– for the years ended December 31, 2024 and 2023, we recorded an income tax provision of $249 and $197, respectively, primarily related to tax deductible goodwill.

Current wording

Income Taxes– for the years ended December 31, 2025 and 2024, we recorded an income tax provision of $520 and $249, respectively, primarily related to tax deductible goodwill.

Previous wording

We report our financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”); however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain items that are noncash in nature or not related to our core business operations. We calculate Adjusted EBITDA as net loss as adjusted for loss from discontinued operations, with additional adjustments for (i) interest expense (net), (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) change in valuation of contingent consideration, (vi) liquidated damages, (vii) loss on impairment of assets, (viii) loss on sale of assets; (ix) employee retention credit, (x) employee restructuring payments; and (xi) professional and vendor fees. Our non-GAAP measure may not be comparable to similarly titled measures used by other companies, have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP measures as superior to, or a substitute for, the equivalent measure calculated and presented in accordance with GAAP. Some of the limitations are that our non-GAAP measure:

Current wording

We report our financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”); however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain items that are noncash in nature or not related to our core business operations. We calculate Adjusted EBITDA as net loss as adjusted for loss from discontinued operations, with additional adjustments for (i) interest expense (net), (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) change in valuation of contingent consideration, (vi) liquidated damages, (vii) loss on impairment of assets, and (viii) employee restructuring payments. Our non-GAAP measure may not be comparable to similarly titled measures used by other companies, have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP measures as superior to, or a substitute for, the equivalent measure calculated and presented in accordance with GAAP. Some of the limitations are that our non-GAAP measure:

Previous wording

The following table presents a reconciliation of Adjusted EBITDA to net loss, which is the most directly comparable GAAP measure, for the periods indicated:

Current wording

The following table presents a reconciliation of Adjusted EBITDA to net income (loss), which is the most directly comparable GAAP measure, for the periods indicated:

Previous wording

Digital Advertising– we recognize revenue from digital advertisements at the point when each ad is viewed. We enter into contracts with advertising networks to serve display or video advertisements on the digital media pages associated with our various channels. The quantity of advertisements, the impression bid prices, and revenue are reported on a real-time basis to our partners. Although reported advertising transactions are subject to adjustment by the advertising network partners, any such adjustments are known within a few days of month end. We owe our independent Publisher Partners a revenue share of the advertising revenue earned, which is recorded as service costs in the same period in which the associated advertising revenue is recognized.

Current wording

Digital Advertising– we recognize revenue from digital advertisements at the point when each ad is viewed. We enter into contracts with advertising networks to serve display or video advertisements on the digital media pages associated with our various channels. The quantity of advertisements, the impression bid prices, and revenue are reported on a real-time basis to our partners. Although reported advertising transactions are subject to adjustment by the advertising network partners, any such adjustments are known within a few days of month end. We owe our independent Publisher Partners and certain Expert Contributorsa revenue share of the advertising revenue earned for their services, which is recorded as service costs in the same period in which the associated advertising revenue is recognized.

Previous wording

Content licensing-based revenues and publisher revenues, primarily revenue shares and license exclusivity agreements, are accrued generally monthly or quarterly based on a sales-based or usage-based royalty promised in exchange for a license of intellectual property. Generally, revenues are accrued based on estimated sales and adjusted as actual sales are reported by partners. These adjustments are typically recorded within three months of the initial estimates and have not been material. Any minimum guarantees are typically earned evenly over the fiscal year or are recognized upfront if materially different than the actual usage pattern. Revenue associated with sales-based or usage-based royalties where the customer is expected to exceed the minimum are recognized in the same period in which the underlying sales or usage occurs.

Current wording

Content licensing-based revenues and publisher revenues, primarily revenue shares and license exclusivity agreements, are accrued generally monthly or quarterly based on a sales-based or usage-based royalty promised in exchange for a license of intellectual property. Generally, revenues are accrued based on estimated sales and adjusted as actual sales are reported by partners. These adjustments are typically recorded within three months of the initial estimates and have not been material. Any minimum guarantees are typically earned evenly over the fiscal year or are recognized upfront if materially different than the actual usage pattern. Revenue associated with sales-based or usage-based royalties where the customer is expected to exceed the minimum guarantees are recognized in the same period in which the underlying sales or usage occurs.

Previous wording

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets of businesses acquired in a business combination. Goodwill is not amortized but rather is tested for impairment at least annually on October 31, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. Recoverability of goodwill is determined by comparing the fair value of our reporting units to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired, and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities. We determined our operating segments are our reportable units for goodwill impairment testing, See Note 11Goodwill in our accompanying consolidated financial statements. We determine the fair value of our reporting units by utilizing the discounted cash flow method of an income approach and the value indicated by the market approach, comparing transaction prices or stock prices of comparable guideline companies to our market value. The income approach utilized a discounted cash flow analysis, incorporating management’s projections of revenue growth, operating margins, and discount rates that reflect the risk-adjusted cost of capital. The market approach considered valuation multiples derived from comparable publicly traded companies. The income and the market approach are equally weighted when determining fair value of the reportable unit. These analyses require significant assumptions and judgments. These assumptions and judgments include estimation of future cash flows, projections of revenue growth and operating margins, which is dependent on internal forecasts, estimation of the long-term rates of growth for our business, estimation of the useful life over which cash flows will occur, determination of a discount rate and the selection of comparable companies and the interpretation of their data. As well as a control premium determined by utilizing publicly available data from studies for similar transactions of public companies. No impairment charges were recorded during the year ended December 31, 2024.

Current wording

Goodwill represents the excess of the purchase price over the fair value of the net tangible and intangible assets of businesses acquired in a business combination. Goodwill is not amortized but rather is tested for impairment at least annually on October 31, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may not be recoverable. Recoverability of goodwill is determined by comparing the fair value of our reporting units to the carrying value of the underlying net assets in the reporting units. If the fair value of a reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired, and an impairment loss is recognized to the extent that the amount the carrying value of the reporting unit exceeds its fair value, not to exceed the amount of goodwill allocated to the reporting unit. We determined our operating segments are our reportable units for goodwill impairment testing, See Note 11 Goodwill in our accompanying consolidated financial statements. We determine the fair value of our reporting units by utilizing the discounted cash flow method of an income approach and the value indicated by the market approach, comparing transaction prices or stock prices of comparable guideline companies to our market value. The income approach utilized a discounted cash flow analysis, incorporating management’s projections of revenue growth, operating margins, and discount rates that reflect the risk-adjusted cost of capital. The market approach considered valuation multiples derived from comparable publicly traded companies. The income and the market approach are equally weighted when determining fair value of the reportable unit. These analyses require significant assumptions and judgments. These assumptions and judgments include estimation of future cash flows, projections of revenue growth and operating margins, which is dependent on internal forecasts, estimation of the long-term rates of growth for our business, estimation of the useful life over which cash flows will occur, determination of a discount rate and the selection of comparable companies and the interpretation of their data as well as a control premium determined by utilizing publicly available data from studies for similar transactions of public companies. No impairment charges were recorded during the year ended December 31, 2025.