Newsmax Inc.

For the period ended Sep 30, 2025. Filed Nov 13, 2025.

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 13, 2025

NMAX$7.55-2.8%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Item 1. Financial Statements

Part I - Financial Information

Item 1. Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,2025	December 31,2024
ASSETS
Current assets:
Cash and cash equivalents	$14,181,578	$24,052,887
Funds held in escrow	20,000,000	-
Investments	116,175,071	58,310,955
Accounts receivable, net	30,623,417	28,265,721
Inventories, net	1,798,300	1,792,697
Prepaid expenses and other current assets	9,457,315	8,925,294
Total current assets	192,235,681	121,347,554
Property and equipment, net	6,568,078	6,225,617
Right of use asset, operating lease	4,531,107	7,191,606
Other assets	9,446,965	10,698,660
Security deposits	549,277	609,426
Funds held in escrow	20,000,000	-
Total assets	$233,331,108	$146,072,863
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities
Accounts payable	$15,844,429	$14,670,846
Accrued expenses	9,824,063	9,882,720
Accrued payroll	3,439,899	2,220,872
Accrued distribution	935,380	1,068,366
Deferred revenue	10,673,913	13,652,699
Lease liability, operating lease	3,320,703	3,894,102
Lease liability, finance lease	156,420	199,237
Settlement liability	26,022,450	29,099,265
Warrant liability	-	6,499,821
Derivative liability	-	41,459,418
Total current liabilities	70,217,257	122,647,346
Long-term liabilities:
Deferred revenue, net of current portion	3,031,812	2,835,218
Lease liability, operating lease, net of current portion	1,710,473	4,049,256
Lease liability finance lease, net of current portion	19,614	129,930
Share repurchase liability	6,407,990	-
Other long-term liabilities	937,500	-
Settlement liability, net of current portion	45,045,400	25,477,941
Total liabilities	127,370,046	155,139,691
Commitments and contingencies (Note 11)
Convertible and redeemable preferred stock, $0.001 par value; 11,034 shares authorized; and 0 and 5,575 shares issued and outstanding as of September 30, 2025 and December 31, 2024	-	128,576,901
Stockholders’ equity (deficit)
Convertible and redeemable preferred stock, $0.001 par value; 60,000 shares authorized; and 0 and 27,612 shares issued and outstanding as of September 30, 2025 and December 31, 2024	-	86,742,045
Class A common stock, 0.001 par value; 50,000,000 shares authorized; 39,239,297 shares issued and outstanding; Class B common stock, 0.001 par value; 940,000,000 shares authorized 89,884,489 shares issued and outstanding at September 30, 2025. Class A common stock, 0.001 par value; 20,000 Class A shares authorized; 68,127,538 Class A shares issued and outstanding at December 31, 2024; 60,000 Class B shares authorized; 0 Class B shares issued and outstanding at December 31, 2024 (1)	129,124	10
Treasury stock, 0 and 27,061,584 shares at cost, respectively	-	(14,622,222)
Additional paid-in capital	429,920,419	18,056,702
Accumulated other comprehensive income (loss)	810,725	(52,849)
Accumulated deficit	(324,899,206)	(227,767,415)
Total stockholders’ equity (deficit)	105,961,062	(137,643,729)
Total liabilities, convertible and redeemable preferred stock and stockholders’ equity (deficit)	$233,331,108	$146,072,863

(1) On March 28, 2025, the Company announced a 6,765.396 for 1 stock split, effective March 31, 2025. This stock split is reflected retroactively in all periods presented for the common shares issued and outstanding. See Note 1. Nature of Business.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the three months ended · For the nine months ended
	September 30,		September 30,
	2025	2024	2025	2024
Revenues:
Service revenue	$43,724,758	$41,993,774	$132,344,306	$118,903,244
Product revenue	1,547,938	1,520,178	4,669,841	4,437,085
Total revenues	45,272,696	43,513,952	137,014,147	123,340,329
Cost of services	28,357,890	22,589,117	80,765,038	64,165,716
Cost of products sold	954,070	1,162,172	3,184,474	3,785,208
Gross profit	15,960,736	19,762,663	53,064,635	55,389,405
General and administrative expenses:
Personnel costs	8,202,407	6,557,029	24,830,586	18,396,598
Advertising costs	4,613,034	4,215,409	14,972,904	12,560,388
Professional fees	2,602,513	1,457,565	9,993,062	3,928,383
Rent and utilities	1,494,040	1,526,716	4,484,284	4,496,174
Depreciation	690,320	746,206	2,161,785	2,371,299
Other corporate matters	1,192,312	10,718,880	79,297,013	69,793,233
Other	4,364,669	3,335,633	12,501,789	8,232,579
Total general and administrative expenses	23,159,295	28,557,438	148,241,423	119,778,654
Loss from operations	(7,198,559)	(8,794,775)	(95,176,788)	(64,389,249)
Other income (expense), net
Interest and dividend income	2,203,611	166,694	5,059,952	220,155
Interest expense	(5,455)	(25,067)	(18,966)	(73,229)
Unrealized gain on marketable securities	957,795	136,355	2,042,639	264,929
Other, net	(17,062)	(1,253,656)	(8,359,960)	(1,285,342)
Total other income (expense), net	3,138,889	(975,674)	(1,276,335)	(873,487)
Net loss before income taxes	(4,059,670)	(9,770,449)	(96,453,123)	(65,262,736)
Income tax expense (benefit)	55,736	(162)	70,429	20,798
Net loss	$(4,115,406)	$(9,770,287)	$(96,523,552)	$(65,283,534)
Other comprehensive income:
Unrealized (loss) gain on available for sale debt investments, net of income tax	(65,595)	—	863,574	—
Comprehensive loss	$(4,181,001)	$(9,770,287)	$(95,659,978)	$(65,283,534)
Weighted average common stock outstanding, basic and diluted (1)	128,480,258	41,065,954	100,938,896	41,065,954
Net loss per share attributable to common stockholders, basic and diluted	$(0.03)	$(0.29)	$(1.00)	$(1.71)

CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE AND REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

ConvertibleandRedeemableSeries A Preferred Stock · Class A and Class B Common Stock (1) · ConvertibleandRedeemableSeries B Preferred Stock · Treasury Stock (1) · Additional Paid-InCapital · AccumulatedOther ComprehensiveIncome(Loss) · Accumulated Deficit · Total Stockholders’Deficit
Shares · Amount · Shares · Amount · Shares · Amount · Shares · Amount
Balance, December 31, 2024	5,575	$128,576,901	41,065,954	$10	27,612	$86,742,045	27,061,584	$(14,622,222)	$18,056,702	$(52,849)	$(227,767,415)	$(137,643,729)
Dividends accretion	—	$608,238	—	$—	—	$—	—	$—	$—	$—	$(608,238)	$(608,238)
Other comprehensive income	—	$—	—	$—	—	$—	—	$—	$—	$482,391	$—	$482,391
Sale of preferred stock Series B	—	$—	—	$—	17,379	$51,982,894	—	$—	$—	$—	$—	$51,982,894
Issuance of equity-classified warrants	—	$—	—	$—	—	$1,144,976	—	$—	$—	$—	$—	$1,144,976
Issuance of common stock, net of offering cost and expenses	—	$—	7,500,000	$7,500	—	$—	—	$—	$66,075,911	$—	$—	$66,083,411
Dividends	—	$—	—	$—	—	$—	—	$—	$(915,069)	$—	$—	$(915,069)
Recapitalization and conversion of preferred stock	(5,575)	$(129,185,139)	79,623,230	$120,672	(44,991)	$(139,869,915)	(27,061,584)	$14,622,222	$329,312,157	$—	$—	$204,185,136
Stock-based compensation	—	$—	—	$—	—	$—	—	$—	$1,577,109	$—	$—	$1,577,109
Warrant Liability conversion	—	$—	—	$—	—	$—	—	$—	$8,324,000	$—	$—	$8,324,000
Net loss	—	$—	—	$—	—	$—	—	$—	$—	$—	$(17,232,525)	$(17,232,525)
Balance, March 31, 2025	—	$—	128,189,184	$128,182	—	$—	—	$—	$422,430,811	$429,542	$(245,608,178)	$177,380,357
Other comprehensive income	—	$—	—	$—	—	$—	—	$—	$—	$446,778	$—	$446,778
Stock-based compensation	—	$—	—	$—	—	$—	—	$—	$3,417,685	$—	$—	$3,417,685
Exercise of stock options into common stock, net of tax withholding	—	$—	809,593	$824	—	$—	—	$—	$1,405,819	$—	$—	$1,406,643
Offering costs and expenses	—	$—	—	$—	—	$—	—	$—	$(1,187,946)	$—	$—	$(1,187,946)
Standby Equity Purchase Agreement commitment fee	—	$—	—	$—	—	$—	—	$—	$500,000	$—	$—	$500,000
Additional stock issuance	—	$—	8,859	$2	—	$—	—	$—	$64,998	$—	$—	$65,000
Net loss	—	$—	—	$—	—	$—	—	$—	$—	$—	$(75,175,622)	$(75,175,622)
Balance, June 30, 2025	—	$—	129,007,636	$129,008	—	—	—	—	$426,631,367	$876,320	$(320,783,800)	$106,852,895
Other comprehensive income	—	$—	—	$—	—	$—	—	$—	$—	$(65,595)	$—	(65,595)
Stock-based compensation	—	$—	—	$—	—	$—	—	$—	$3,547,339	$—	$—	3,547,339
Exercise of stock options into common stock, net of tax withholding	—	$—	112,723	$113	—	$—	—	$—	$18,216	$—	$—	18,329
Offering costs and expenses	—	$—	—	$—	—	$—	—	$—	$(300,000)	$—	$—	(300,000)
Additional stock issuance	—	$—	3,427	$3	—	$—	—	$—	$23,497	$—	$—	$23,500
Net loss	—	$—	—	$—	—	$—	—	$—	$—	$—	$(4,115,406)	(4,115,406)
Balance, September 30, 2025	—	$—	129,123,786	$129,124	—	$—	—	$—	$429,920,419	$810,725	$(324,899,206)	105,961,062

ConvertibleandRedeemableSeries A Preferred Stock · Class A and Class B Common Stock (1) · ConvertibleandRedeemableSeries B Preferred Stock · Treasury Stock (1) · Additional Paid-InCapital · AccumulatedOther ComprehensiveIncome(Loss) · Accumulated Deficit · Total Stockholders’Deficit
Shares · Amount · Shares · Amount · Shares · Amount · Shares · Amount
Balance, December 31, 2023	5,575	$126,018,101	41,065,954	$10		-		$—			27,061,584		$(14,622,222)		$18,056,702		$—		$(153,036,687)		$(149,602,197)
Dividends accretion	—	$636,205	—		$—		-		$—			—		$—		$—		$—		$(636,205)		$(636,205)
Net loss	—	$—	—		$—		-		$—			—		$—		$—		$—		$(50,683,687)		$(50,683,687)
Balance, March 31, 2024	5,575	$126,654,306	41,065,954	$10		-		$—			27,061,584		$(14,622,222)		$18,056,702		$—		$(204,356,579)		$(200,922,089)
Sales of preferred stock	—	$—	—		$—		1,897		$5,667,362			—		$—		$—		$—		$—		$5,667,362
Dividends accretion	—	$636,203	—		$—		-			$—			—		$—		$—		$—		$(636,203)		$(636,203)
Net loss	—	$—	—		$—		-		$—			—		$—		$—		$—		$(4,829,560)		$(4,829,560)
Balance, June 30, 2024	5,575	$127,290,509	41,065,954	$10		1,897		$5,667,362			27,061,584		$(14,622,222)		$18,056,702		$—		$(209,822,342)		$(200,720,490)
Sales of preferred stock	—	$—	—		$—		9,419		$29,821,323			—		$—		$—		$—		$—		$29,821,323
Dividends accretion	—	$643,195	—		$—		-			$—			—		$—		$—		$—		$(643,197)		$(643,197)
Net loss	—	$—	—		$—		-		$—			—		$—		$—		$—		$(9,770,287)		$(9,770,287)
Balance, September 30, 2024	5,575	$127,933,704	41,065,954	$10		11,316		$35,488,685			27,061,584		$(14,622,222)		$18,056,702		$—		$(220,235,826)		$(181,312,651)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

	2025	2024
Cash flows from operating activities:
Net loss	$(96,523,552)	$(65,283,534)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	4,614,605	4,663,869
Stock-based compensation	8,542,133	-
Change in fair value of warrant liability	1,824,179	6,373,757
Change in fair value of derivative liability	6,104,230	871,423
(Recovery of) provision for credit losses	(67,024)	(398,460)
Unrealized gain on marketable securities	(2,042,639)	(264,929)
Non-cash lease expense	2,575,226	2,696,788
Non-cash expense related to SEPA Agreement	500,000	-
Changes in operating assets and liabilities:
(Increase) decrease in assets:
Accounts receivable	(2,290,672)	(3,912,014)
Inventory	(5,603)	1,522,127
Prepaid expenses and other current assets	(2,470,684)	(1,510,367)
Funding of settlement escrow	(40,000,000)	-
Other asset	(1,201,125)	-
Security deposits	60,149	133,017
Increase (decrease) in liabilities:
Accounts payable	452,333	(5,513,332)
Accrued expenses	1,027,384	9,035,612
Lease liabilities	(2,826,909)	(2,818,993)
Settlement liability	16,490,644	36,959,521
Other long-term liabilities	937,500	-
Deferred revenue	(2,782,192)	(3,734,657)
Net cash used in operating activities	(107,082,017)	(21,180,172)
Cash flows from investing activities:
Purchase of investments	(132,569,436)	-
Proceeds from maturity of investments	28,250,000	-
Sale of investments	49,361,533	314,432
Purchase of property and equipment	(1,782,997)	(497,453)
Net cash used in investing activities	(56,740,900)	(183,021)
Cash flows from financing activities:
Proceeds from issuance of convertible preferred stock, net	80,742,222	50,471,381
Proceeds from issuance of common stock IPO, net	66,359,453	-
Proceeds from exercise of stock options	7,829,631	-
Proceeds from additional stock issuance	88,500	-
Payment of dividend	(915,067)	-
Principal payment under finance lease obligation	(153,132)	(139,040)
Net cash provided by financing activities	153,951,608	50,332,341

2025 · 2024
Net change in cash	(9,871,309)		28,969,148
Cash and cash equivalents – beginning	24,052,887		6,037,211
Cash and cash equivalents – ending	$14,181,578		$35,006,359
Supplemental disclosures of cash flow information:
Operating lease assets obtained in exchange for operating lease liabilities	$28,391		$76,708
Allocation from equity to derivative liability for Series B Preferred Stock	$	-		$14,982,293
Interest paid	$1,829		$30,289
Non-cash transactions:
Property and equipment acquired through accounts payable:	$721,250		$210,737
Non-cash financing activities:
Issuance of warrants in connection with the issuance of convertible stock	$1,144,976		$	-
Common stock issuance costs reclassified from prepaid expenses	$(1,798,989)		$	-
IPO funds receivable in escrow	$34,500		$	-

Notes to Condensed Consolidated Financial Statements

NOTE 1. NATURE OF BUSINESS

Nature of Business

Newsmax Inc. began as Newsmax Media, Inc., a Nevada corporation, which was incorporated on July 15, 1998, and registered on August 20, 1998, as a foreign corporation in the State of Florida. During 2014, Newsmax Media, Inc. changed its state of domicile from Nevada to Delaware. In connection with the change, the NMX Holdings, LLC entity was dissolved.

On April 14, 2024, Newsmax Media, Inc. consummated a corporate reorganization. Newsmax Inc. (the “Company”) was formed as a new holding company that owns all of the outstanding shares of the operating company, Newsmax Media, Inc. The stockholders of Newsmax Media, Inc. exchanged their shares of capital stock in Newsmax Media, Inc. for the same class and number of shares in Newsmax Inc. Subsequently, Newsmax Media, Inc. changed its state of domicile from Delaware to Florida. As a result of this reorganization, Newsmax Inc. became the direct holding company and the sole shareholder of Newsmax Media, Inc. Newsmax Media, Inc.’s ownership of its subsidiaries was not affected or changed as a result of this reorganization.

The Company is a multi-platform media company that provides original news and lifestyle content using a mixed-revenue model that derives income from its linear cable television and over-the-top (“OTT”) news channels, websites, proprietary database, publishing products and e-commerce products. The Company uses original news and editorial content to draw large numbers of readers to its media outlets in order to sell advertising, print and online information products. The Company’s business operations are conducted throughtwo operating segments, Broadcast and Digital.

Private Placement

In June 2024, the Company issued a Private Placement Memorandum (“PPM”) to potential investors, aiming to raise capital through the sale of its Series B Preferred Stock in a Private Placement. The initial offering was for up to 30,000 shares of Series B Preferred Stock at $5,000 per share for a base offering amount of $150,000,000, with the option to expand up to 45,000 shares of Series B Preferred Stock for an offering amount of $225,000,000. The PPM was distributed to accredited investors as defined under Regulation D of the Securities Act of 1933. In connection with the PPM, the Company agreed to issue athree-year warrant to Digital Offering, LLC, as placement agent for the Private Placement, exercisable for 900 shares of Series B Preferred Stock with an exercise price per share of $5,000 upon the closing of the PPM. The offering was completed on February 27, 2025 and resulted in net proceeds of $206,660,285.

Public Offering and Listing

On February 27, 2025, the Company completed the sale of the remaining Series B Preferred Stock from the PPM raising approximately $87,000,000 during the period January 1, 2025 through February 27, 2025.

On March 24, 2025, a majority in interest of the shareholders of the Company approved by written consent (1) the amending and restating of the Company's articles of incorporation, the recapitalization of the Company's capital stock and the appointment of directors and (2) the Company's 2025 Omnibus Equity Incentive Plan. See Note 16. Equity-Based Compensation.

On March 28, 2025, the Company completed its initial public offering (the “IPO”). Concurrently with the closing of the IPO and in accordance with the terms of the applicable Certificates of Designation, all shares of the Company’s Series A-1 Preferred Stock, Series A-2 Preferred Stock, and Series A-3 Preferred Stock automatically converted into shares of the Company’s then-existing Class A Common Stock. At the Company’s election, all shares of the Company’s Series A Preferred Stock also converted into shares of the Company’s then-existing Class A Common Stock. All shares of Series B Preferred Stock automatically converted into shares of Class B Common Stock. On March 28, 2025 the Company also amended and restated its Articles of Incorporation (the “Amended and Restated Articles of Incorporation”) to reclassify its authorized share capital to implement a dual class of securities. As a result, each share of the Company's then-existing Class A Common Stock that was issued and outstanding immediately prior to the effectiveness of the Amended and Restated Articles of Incorporation, and not held by the Company's CEO, was recapitalized, reclassified, and reconstituted intoone fully paid and non-assessable share of Class B Common Stock of Newsmax Inc. Each share of the Company’s then-existing Class A Common Stock held by the Company's CEO immediately before the recapitalization, was recapitalized, reclassified, and reconstituted intoone fully paid and non-assessable share of Class A Common Stock of Newsmax Inc. Following the recapitalization, Class A Common Stock hasten votes per share and Class B Common Stock hasone vote per share. Immediately following the recapitalization, the Company completed a 6,765.396:1 forward stock split of its Series A and Series B Common Stock.27,061,584 shares (post-split) of treasury stock were effectively retired and the embedded derivative liability associated with the Series B Preferred Stock was settled and reclassified to equity. Pursuant to the Amended and Restated Articles of Incorporation, the Company is authorized to issue 50,000,000 shares of Class A Common Stock;940,000,000 shares of Class B Common Stock; and 10,000,000 shares of Preferred Stock. The par value of all shares is $0.001. The IPO resulted in total net proceeds of $66,083,411.

On March 31, 2025, the Company listed on The New York Stock Exchange under the ticker symbol “NMAX”.

Broadcast

The broadcast segment of the Company’s business produces and licenses news, business news and lifestyle content for distribution primarily through multichannel video programming distributors (“MVPDs”) including cable television systems, direct broadcast satellite operators and telecommunication companies, primarily in the United States.

The Company creates and broadcasts content and distributes such content using a hybrid distribution strategy of linear cable, free OTT channels and free ad-supported streaming television services (“FAST”) channels. The broadcast segment generates revenues from (1) linear TV channels, primarily through advertising sales, (2) OTT and FAST channels, primarily through revenue derived from third-party advertising in connection with services accessed through websites, apps and digital media players, (3) affiliate revenue earned through MVPDs broadcasting the Company’s content to their paid subscribers, and (4) subscription revenue earned via the Company’s new Newsmax+ subscription program which users can sign up to receive the Company’s content directly.

Digital

The digital segment generates revenues through (1) online advertising, including online display, email advertising, other online placements and print advertisements, (2) subscriptions, including our collection of specialized health and financial newsletters, Newsmax Magazine andfour online membership programs, and (3) e-commerce, primarily through our subsidiaries that sell nutraceuticals and nonfiction books on political, financial and health-related topics.

The Company also distributes content through its websites and social media accounts, apps, email and newsletters. The Company’s websites and apps provide live and/or on-demand streaming of network-related programming to allow video subscribers of the Company’s participating distribution partners to view Company content via the Internet.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Accounting

The 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 financial statements. In the opinion of the Company’s management, all adjustments (consisting only of normal recurring 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, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025. The balance sheet at December 31, 2024 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. The accompanying unaudited condensed consolidated financial statements should be read together with the annual audited consolidated financial statements and related notes for the fiscal year ended December 31, 2024.

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”) and Newsmax Radio LLC (“Radio”). 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.

Marketable Securities

The Company accounts for its marketable securities in accordance with ASC Topic 321, Investments - Equity Securities. ASC Topic 321 requires companies to measure equity investments at fair value, with changes in fair value recognized in net income (loss). The Company’s investments in marketable securities consist of equity securities with readily determinable fair values. The cost of securities sold is based on the specific identification method, and interest and dividends on securities are included in non-operating income (expense).

The fair market value of marketable equity securities is determined based on quoted market prices in active markets. See Note 3. Fair Value Measurements, for additional information regarding the valuation of marketable equity securities.

Available-for-Sale Debt Instruments

The Company classifies investments in fixed income securities as available-for-sale debt investments. The Company’s available-for-sale debt investments primarily consist of certificates of deposits and treasury securities. These available-for-sale debt investments are held in the custody of a major financial institution. A specific identification method is used to determine the cost basis of available-for-sale debt investments sold. These investments are recorded in the condensed consolidated balance sheets at fair value. Unrealized gains and losses on these investments are included within other comprehensive income (loss), net of tax. The Company classifies investments as current based on the nature of the investments and their availability for use in current operations.

The Company regularly reviews investment securities for impairment. For debt securities, any impairment relating to credit losses is recorded through an allowance for credit losses. A change in the allowance for credit losses is recorded into earnings in the period of the change.

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 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 digital, linear and OTT news channels, 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 information services.

The Company’s service revenue is comprised of the following:

	Three Months EndedSeptember 30,		Nine Months EndedSeptember 30,
	2025	2024	2025	2024
Advertising revenue	$27,587,036	$28,037,238	$86,340,121	$77,146,084
Affiliate fee revenue	8,050,075	6,579,641	22,821,905	20,024,880
Subscription revenue	6,878,260	6,888,708	20,840,459	19,861,093
Other	1,209,387	488,187	2,341,821	1,871,187
Total	$43,724,758	$41,993,774	$132,344,306	$118,903,244

Advertising Revenue

Advertising revenue is derived from the sale of advertising on the Company’s cable television, email database, in the Company’s magazine and related publications, or on the Company’s website. Revenue related to the sale of advertising in the broadcast segment is recognized at the time of broadcast. Revenue related to the Company's digital segment is recognized when display or other digital advertisements record impressions on the various digital media. Revenue related to the Company's magazine and related publications is recognized when the ad is displayed in the printed document. Each advertisement insertion order is determined to be a distinct performance obligation that is satisfied at the point in time when such advertisements are published/aired. The Company records revenue from contracts that are entered into between the Company and its customers, primarily advertising agencies and direct advertisers, at the amount charged for the services. 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 result in deferred revenue, which is then recognized as revenue when the advertising time or space is actually provided.

The Company enters into agreements with over-the-top distribution platforms to distribute the Company’s news channel. Pursuant to the Company’s 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 time under the series guidance. Revenue is recognized upon delivery of the content over the course of an over-the-top 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 life of the contract. The Company has an unconditional right to receive payment of the amount billed generally within 30 to 90 days from the invoice date. The invoiced amount to be received is recorded in accounts receivable on the balance sheets.

Subscription Revenue

The Company sells magazines to consumers through subscriptions. Each subscription is determined to be a distinct performance obligation that is satisfied over the term of the subscription, normally one (1) to five (5) years. Subscriptions received in advance of the publication are recorded as deferred revenue and recognized as income on a straight line basis over the term, as this best represents the transfer of control of the services to the consumer.

The Company also has Newsmax+ which is a subscription service that provides the Company’s content directly to consumers either on a monthly or annual basis. Monthly subscriptions are recognized as income in the month it was earned. Annual subscriptions are recorded as deferred revenue and recognized as income over the term of the contract each month.

The Company’s deferred subscription revenue balances are shown below along with the corresponding revenue recognized from the prior period:

	September 30, 2025	December 31, 2024
Deferred subscription revenue, current portion	$10,582,247	$13,356,032
Deferred subscription revenue, net of current portion	3,031,812	2,835,218
Total deferred subscription revenue	$13,614,059	$16,191,250

Deferred subscription revenue recognized in revenue for the three and nine months ended September 30, 2025 was $3.1 million and $10.8 million, respectively, and for the three and nine months ended September 30, 2024 was $3.4 million and $12.5 million, respectively.

Affiliate Fee Revenue

The Company generates affiliate fee revenue from agreements with MVPDs for cable networks. Affiliate fee revenue is recognized over time as the Company continuously makes the programming 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 distinct service is not received, such costs are recorded as a reduction to revenues. Affiliate contracts are generally multi-year contracts billed monthly with payments due shortly thereafter.

Other

Other primarily includes revenue generated from the Company’s content licensing agreements. Revenue from content licensing agreements is recognized when the content is made available under the content licensing agreements.

Deferred revenue related to licensing agreements amounts to $0.1 million and $0.3 million as of September 30, 2025 and December 31, 2024, respectively.

Product Revenue

Product sales are derived from the sales of books, audio and video, dietary supplements, and other items advertised on the Company’s website. Supplement, books, media and other product sales are recognized at the point in time control transfers to the customer, which is when the product is shipped. Allowances are considered for estimated returns and refunds at the point in time when revenue is recognized. As of September 30, 2025 and December 31, 2024, the refund liability was $0.5 million and $0.4 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 EndedSeptember 30,		Nine Months EndedSeptember 30,
	2025	2024	2025	2024
Supplement sales	$1,202,655	$1,122,517	$3,512,304	$3,681,553
Books, media and other product sales	558,828	474,892	1,779,221	1,145,213
Product returns and allowances	(213,545)	(77,231)	(621,684)	(389,681)
Total	$1,547,938	$1,520,178	$4,669,841	$4,437,085

Incremental Costs to Obtain a Contract

The revenue standard requires capitalization of the incremental costs to obtain a contract, which the Company has identified as certain sales commissions. These costs are deferred and then amortized over the expected customer life. Amortization expense is included within sales and marketing on the accompanying condensed consolidated statements of operations. As of September 30, 2025, the Company had $1.3 million of unamortized capitalized costs to obtain a contract, of which $0.3 million is recorded within prepaid expenses and other current assets and $1.0 million is recorded within other assets on our unaudited condensed consolidated balance sheet. During the nine months ended September 30, 2025, the Company recorded approximately $0.2 million of amortization of capitalized costs, which is recorded within professional fees on our unaudited condensed consolidated statement of operations and comprehensive loss. During the nine months ended September 30, 2024, the Company hadno unamortized capitalized costs to obtain a contract and the Company recordedno amortization of capitalized costs.

Practical Expedients

As a practical expedient, the Company recognizes any incremental costs of obtaining contracts as expense when the amortization period is considered to be a year or less.

As a practical expedient, the Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products.

Shipping and Handling Costs

Amounts billed to third-party customers for shipping and handling are included as a component of revenue. Shipping and handling costs incurred are included as a component of cost of products sold. Shipping and handling charges recorded as revenue amounted to $0.1 million and $0.2 million for the three and nine months ended September 30, 2025, respectively, and $0.1 million and $0.2 million for the three and nine months ended September 30, 2024, respectively.

Stock-Based Compensation

Stock options granted to employees under the Company’s 2025 Omnibus Incentive Plan vest over 18 months based on continued service and are subject to forfeiture, repurchase, or clawback during this period. Although the awards allow for early exercise in 30-day increments starting after grant, the shares remain subject to repurchase and do not substantively vest until the end of the service period. Compensation expense is recognized using the straight-line method over the 18-month service period.

The fair value of stock options is determined on the grant date using the Black-Scholes option pricing model. The model incorporates assumptions including the $10 grant-date fair value of the underlying stock, the risk-free interest rate, and expected volatility based on a peer group. The Company applied the simplified method to estimate the expected term. Based on its review of contemporaneous public filings, the Company concluded that the awards were not “spring-loaded” under SEC Staff Accounting Bulletin No. 120.

Stock-based compensation expense is included in cost of sales and selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss. The Company accounts for forfeitures as they occur.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable is presented net of an allowance for credit losses of $1.9 million and $2.3 million at September 30, 2025 and December 31, 2024, respectively. The Company performs ongoing credit evaluations of its customers and maintains allowances for potential credit losses and doubtful accounts. The Company’s allowance for credit losses is estimated based on historical loss rates, current conditions, reasonable economic forecasts that affect collectability, and known credit issues with specific customers. Provisions (recoveries) for credit losses totaled approximately $0.2 million and $(0.1) million for the three and nine months ended September 30, 2025, respectively, and $0.1 million and $(0.4) million for the three and nine months ended September 30, 2024, respectively .

Impairment of Long-Lived Assets

The Company continually evaluates factors, events and circumstances that include, but are not limited to, historical and projected operating performance of the Company, specific industry trends and general economic conditions to assess whether the remaining estimated useful lives of long-lived assets may warrant revision or that the remaining balance of long-lived assets may not be recoverable. When such factors, events or circumstances indicate that long-lived assets should be evaluated for possible impairment, the Company uses an estimate of undiscounted cash flows over the remaining lives of the long-lived assets in measuring their recoverability. The Company measures asset impairment loss as the amount by which the carrying amount exceeds the fair market value of the asset.

Other Assets

During 2023, the Company capitalized a separate payment obligation of $41.3 million associated with a commercial counterparty to resolve various claims. The Company accounted for the payment as a reduction to the transaction price in accordance with the guidance in ASC 606-10-32-25 and 32-26 and is amortizing the asset as a contra-revenue item. In connection with the signing of this agreement, the Company identified indicators that the carrying value of these upfront costs were not fully recoverable based on estimated cash flows related to the customer relationship. As a result, the Company’s broadcast segment recognized a partial impairment of the upfront cost during 2023 withno additional impairment recognized for the nine months ended September 30, 2025 and 2024.

Amortization of the capitalized costs of the asset is recorded on a straight-line basis over the life of the agreement which ends June 30, 2029 as contra revenue in the accompanying condensed consolidated statements of operations and comprehensive (loss) income. Amortization expense amounted to $0.8 million and $2.3 million for the three and nine months ended September 30, 2025, respectively, and $0.8 million and $2.3 million for the three and nine months ended September 30, 2024, respectively.

Other assets also include $1.3 million for costs to obtain a contract, which the Company has identified as certain sales commissions.

The Company evaluates these other assets for impairment each reporting period based upon its estimate of recoverability of the assets. Recoverability of the assets is based upon estimated cash flows including reductions for direct and allocable costs attributable to the underlying business arrangement.

Funds Held in Escrow

In connection with the settlement agreement reached with Dominion (as defined below in Note 12), the Company established an escrow account to secure the settlement obligations. As of September 30, 2025, the balance of the escrow account totaled $40.0 million. Pursuant to the terms of the settlement, which is further described herein and in our publicly available filings with the SEC, the escrowed funds will be released in two equal installments of $20.0 million each, payable on or before January 15, 2026 and January 15, 2027.

The escrow account earns interest at an annual rate of 4.02%. As of September 30, 2025, cumulative interest income of $0.2 million has been earned on the escrow balance. The interest income is recorded as a component of other income in the accompanying consolidated statements of operations and comprehensive income (loss). The related interest receivable is included in Prepaid expenses and other current assets on the accompanying consolidated balance sheet.

The escrow funds are restricted in use and are classified as Funds held in escrow on the Company’s consolidated balance sheets. The current portion of the escrow balance represents the amount scheduled for release within twelve months of the reporting date.

Fair Value Measurements

The Company carries certain assets and/or liabilities at fair value in the condensed consolidated balance sheets. The Company applies accounting guidance that defines fair value as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. Fair value measurements under the accounting guidance are classified based on the following fair value hierarchy:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. We use inputs such as actual trade data, benchmark yields, and other similar data, which are obtained from quoted market prices, independent pricing vendors, or other sources, to determine the ultimate fair value of assets or liabilities.

Level 3: Unobservable inputs that are not corroborated by market data.

The fair value of a financial instrument is the amount for which the instrument could be exchanged in a current transaction between willing parties. The level in the fair value hierarchy within which a fair value measurement in its entirety falls is based on the lowest-level input that is significant to the fair value measurement in its entirety.

The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, accrued payroll and accrued distribution approximate fair value due to their short-term nature and observable inputs.

Net Loss Per Share

Basic and diluted loss per share is computed as net loss available to common stockholders divided by the weighted average number of shares outstanding for the period. For the three and nine months ended September 30, 2025 and 2024, all dilutive securities have been excluded as their inclusion would have had an antidilutive effect on loss per share. Potentially dilutive common shares include warrants, convertible preferred stock, and stock options.

Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require public entities to disclose significant segment expenses and other segment items and to provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. The guidance is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all periods presented. The adoption of this standard for interim periods beginning with the three and nine months ended September 30, 2025 did not have a material impact on the Company's unaudited condensed consolidated financial results, but resulted in enhanced disclosures as included in Note 9. Segment Information.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures(“ASU 2023-09”) to enhance transparency and decision usefulness of income tax disclosures. ASU 2023-09 requires greater standardization and disaggregation of categories within an entity’s tax rate reconciliation disclosure, as well as disclosure of income taxes paid by jurisdiction, among other requirements. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. ASU 2023-09 is effective on a prospective basis, with retrospective application permitted. The Company is currently evaluating the effects of this ASU on its income tax disclosures.

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.

In March 2025, the FASB issued ASU 2025-02, Liabilities (Topic 405): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 122, which removes certain SEC guidance related to obligations to safeguard crypto-assets. This amendment eliminates outdated SEC guidance previously codified under SAB No. 122 and may impact disclosures or recognition related to obligations and liabilities. The amendments in this update are effective immediately and on a fully retrospective basis for fiscal years beginning after December 15, 2024. The Company is currently evaluating the provisions of the amendments and the impact on its disclosures.

In July 2025, the FASB issued 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 ASU is effective for annual periods beginning after December 15, 2025, and interim periods with those annual reporting periods. The Company is currently evaluating the effects of this ASU on its calculation for credit losses.

NOTE 3. 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 follows:

	As of September 30, 2025
	Level 1	Level 2	Level 3	Total
Assets
Cash and cash equivalents
U.S. Treasury securities	$—	$—	$—	$—
Money market	$6,591,241	$—	$—	$6,591,241
Certificates of deposit	$—	$—	$—	$—
Total cash and cash equivalents	$6,591,241	$—	$—	$6,591,241
Investments
Equity securities	$20,499,637	$—	$—	$20,499,637
U.S. Treasury securities	$—	$92,419,459	$—	$92,419,459
Certificates of deposit	$—	$3,255,975	$—	$3,255,975
Total investments	$20,499,637	$95,675,434	$—	$116,175,071
Total assets	$27,090,878	$95,675,434	$—	$122,766,312

	As of December 31, 2024
	Level 1	Level 2	Level 3	Total
Assets
Cash and cash equivalents
U.S. Treasury securities	$—	$4,959,350	$—	$4,959,350
Money market	$12,615,549	$—	$—	$12,615,549
Certificates of deposit	$—	$2,250,628	$—	$2,250,628
Total cash and cash equivalents	$12,615,549	$7,209,978	$—	$19,825,527
Investments
Equity securities	$7,553,725	$—	$—	$7,553,725

Liabilities
U.S. Treasury securities	$9,923,100	$36,580,580	$—	$46,503,680
Certificates of deposit	$—	$4,253,550	$—	$4,253,550
Total investments	$17,476,825	$40,834,130	$—	$58,310,955
Total assets	$30,092,374	$48,044,108	$—	$78,136,482
Warrant liability	$—	$—	$6,499,821	$6,499,821
Derivative liability	$—	$—	$41,459,418	$41,459,418
Total liabilities	$—	$—	$47,959,239	$47,959,239

The Company’s Level 2 investments are valued using third-party pricing sources. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. For the year ended December 31, 2024, the transfers of assets between levels was a total of $9.9 million from Level 1 to Level 2 for U.S. treasury notes and bills that are considered Level 2 investments when they were issued before the most recent issue and were still outstanding at measurement day (off-the-run). There were no transfers in or out of Level 3 investments for the nine months ended September 30, 2025.

The valuation methodologies and significant unobservable inputs for Level 3 investments were as follows:

	As of December 31, 2024
Fair Value · Valuation Methodology · Significant Unobservable Inputs · Range · Weighted Average
Warrant liability	$6,499,821	Modified Black Scholes		Expected volatility		65%		65%
			Risk-free interest rate		4.17% - 4.28%		4.18%
Expected term · 2.5 - 4.8 years · 2.7 years
Derivative liability	$41,459,418	Scenario-based discounted cash flow		Timing of conversion		0.18 - 4.42 years		0.70 years
			Discount rate		20%		20%

Changes in Level 3 liabilities measured at fair value on a recurring basis for the nine months ended September 30, 2025 were as follows:

	As of September 30, 2025
	Warrant Liability	Derivative Liability
Opening Balance	$6,499,821	$41,459,418
Total losses for the period
Included in earnings (or changes in net assets)	1,824,179	6,104,230
Purchases, issues, sales, and settlements
Issuances	—	27,436,352
Settlement of derivative liability	$—	(75,000,000)
Reclassification of warrant liability	$(8,324,000)	$—
Closing Balance	$—	$—

NOTE 4. PROPERTY AND EQUIPMENT

Major classes of property and equipment are as follows:

	Estimated UsefulLives	September 30, 2025	December 31, 2024
Furniture and fixtures	7 years	$2,187,536	$2,022,586

Computer, office and production equipment	3-8 years	14,402,960	12,145,337
Leasehold improvements	Lesser of UsefulLife or Term ofLease	10,287,105	10,178,386
Fixed assets not yet placed in service	N/A	3,003	—
		26,880,604	24,346,310
Less: Accumulated depreciation		(20,312,526)	(18,120,692)
		$6,568,078	$6,225,617

Depreciation of property and equipment amounted to $0.7 million and $2.2 million for the three and nine months ended September 30, 2025, respectively, and $0.7 million and $2.4 million for the three and nine months ended September 30, 2024, respectively.

Included in property and equipment are finance lease assets of $0.3 million and $0.5 million as of September 30, 2025 and 2024, respectively.

NOTE 5. INVESTMENTS

Investments on the condensed consolidated balance sheets consisted of the following:

	September 30, 2025	December 31, 2024
Equity securities	$20,499,637	$7,553,725
Debt securities	$95,675,434	$50,757,230
Total investments	$116,175,071	$58,310,955

Available-for-Sale Securities

The major classes of the Company's available-for-sale debt securities and their respective fair values at September 30, 2025, were as follows:

	Available-for-sale debt securities
	Amortized Cost	Gross Unrealized gain	Gross Unrealized Loss	Fair Value
Certificate of deposit	$3,250,000	$5,975	$—	$3,255,975
U.S. Treasury securities	$91,614,709	$804,750	$—	$92,419,459
Total	$94,864,709	$810,725	$—	$95,675,434

The maturity distribution based on the contractual terms of the Company's available-for-sale debt securities at September 30, 2025 was as follows:

	Amortized Cost	Fair Value
Due within 1 year	$29,905,183	$30,343,969
Due after 1 year through 5 years	$64,959,526	$65,331,465
Total	$94,864,709	$95,675,434

The Company had 16 investments mature during the nine months ended September 30, 2025. There wereno material realized gains or losses from available for sale securities that were reclassified out of accumulated other comprehensive income for the nine months ended September 30, 2025.

NOTE 6. LEASES

The Company determines if an arrangement is a lease at inception. Operating lease assets and liabilities are included in the Company’s condensed consolidated balance sheets within the right of use asset, net, and operating lease liability, current portion and net of current portion. Finance lease assets are included in Property and equipment, net and Finance lease liability, current portion and net of current portion. The Company generally uses the base, non-cancelable, lease term when determining the lease assets and liabilities.

Below is a summary of the weighted-average discount rate and weighted-average remaining lease term for the Company’s leases:

Other supplemental information:	September 30, 2025	December 31, 2024
Operating leases:
Weighted average of remaining lease term (in years)	2	2
Weighted average discount rate	4.37%	4.35%
Finance leases:
Weighted average of remaining lease term (in years)	1	2
Weighted average discount rate	10.83%	10.96%

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 (loss) income. Finance lease expense is recognized over the lease term within interest expense and amortization in the Company’s unaudited condensed consolidated statements of operations and comprehensive (loss) income. The Company’s total operating and finance lease expense all relate to lease costs and amounted to $1.2 million and $3.8 million for the three months and nine months ended September 30, 2025, respectively, and $1.3 million and $3.8 million for the three and nine months ended September 30, 2024, respectively.

Future minimum lease payments at September 30, 2025 were as follows:

Operating · Finance · Total
2025	$995,598	$50,305	$1,045,903
2026	3,212,168	130,605	3,342,772
2027	616,810	4,999	621,809
2028	299,752	-	299,752
2029	74,307	-	74,307
Thereafter	1,085	—	1,085
Total lease payments	$5,199,719	$185,909	$5,385,628
Less: imputed interest	(168,544)	(9,874)	(178,418)
Present value of lease liability	$5,031,176	$176,034	$5,207,210

NOTE 7. LINE OF CREDIT

In 2024 the Company had a $9.0 million available line of credit which expired in October 2024. In May 2025 the Company renewed the existing line of credit with an available balance of $1.0 million and a maturity date of January 04, 2026. The Company also established a new line of credit in May 2025 with an available balance of $8.0 million maturing April 26, 2026. Both lines of credit bear interest at the greater of (i) one percent (1.000%) or (ii) the Prime Rate minus seventy five hundredths percent (-0.750%). There wereno borrowings outstanding as of September 30, 2025 and December 31, 2024.

NOTE 8. INCOME TAXES

Effective income tax rates for interim periods are based on the Company’s estimate of the applicable annual income tax rate. The Company’s effective income tax rate varies based upon the estimate of the Company’s annual taxable earnings and the allocation of those taxable earnings across the various states in which the Company operates. Changes in the annual allocation of the Company’s activity among these jurisdictions results in changes to the effective tax rate utilized to measure the Company’s income tax provision and deferred tax assets and liabilities.

The Company’s effective income tax rate for the nine months ended September 30, 2025 and 2024 was 0% for both periods. This was different than the expected federal income tax rate of 21% primarily due to the Company operating at a loss with a full valuation allowance. The Company had insignificant state income taxes for the nine months ended September 30, 2025 and 2024.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The effective tax rates for the three and nine months ended September 30, 2025 consider the enactment of OBBBA, which did not have a material impact to income tax expense. OBBBA is not expected to materially impact our 2025 annual effective tax rate.

NOTE 9. SEGMENT INFORMATION

The Company hastwo operating segments: (1) Broadcasting and (2) Digital, which also qualify as reportable segments. In accordance with ASC 280, “Segment Reporting,” the operating segments reflect how the chief operating decision maker, which the Company defines as the chief executive officer, assesses the performance of each operating segment and determines the appropriate allocations of resources to each segment. The Company continually reviews the operating segment classifications to align with operational changes in our business and may make changes as necessary. The Company evaluates performance based upon several factors, of which the primary financial measure is Segment Adjusted EBITDA.

Due to the integrated nature of these operating segments, estimates and judgments are made in allocating certain revenues and expenses.

Segment Adjusted EBITDA is defined as revenues less cost of revenues and general and administrative expenses and does not include depreciation, interest, net, asset impairment, unrealized gain (loss) on marketable securities, 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 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 and nine months ended September 30, 2025 and 2024:

	For the three months ended September 30,		For the nine months ended September 30,
	2025	2024	2025	2024
Revenues
Broadcasting	$36,609,048	$33,246,262	$110,825,241	$92,956,512
Digital	8,663,648	10,267,690	26,188,906	30,383,817
Total revenues	$45,272,696	$43,513,952	$137,014,147	$123,340,329
Segment expenses and operating performance
Broadcasting
Adjusted cost of sales (1)	22,193,587	18,430,087	63,714,344	51,582,524
Adjusted general and administrative expenses (2)	13,313,977	10,102,847	41,274,817	29,055,887
Broadcasting adjusted EBITDA	1,101,484	4,713,328	5,836,080	12,318,101
Digital
Adjusted cost of sales (1)	4,948,220	5,321,200	15,310,901	16,368,398
Adjusted general and administrative expenses (2)	6,585,499	6,989,507	21,889,942	18,558,237
Digital adjusted EBITDA	(2,870,071)	(2,043,017)	(11,011,937)	$(4,542,818)
Total reportable adjusted EBITDA	(1,768,587)	2,670,311	(5,175,857)	7,775,283
Corporate and unallocated
Depreciation	(690,320)	(746,206)	$(2,161,785)	(2,371,299)
Interest, net	2,198,156	141,627	$5,040,986	146,926
Unrealized gain on marketable securities	957,795	136,355	$2,042,639	264,929
Stock-based compensation	(3,547,340)	—	$(8,542,133)	—
Other corporate matters	(1,192,312)	(10,718,880)	$(79,297,013)	(69,793,233)
Other, net	(17,062)	(1,253,656)	$(8,359,960)	(1,285,342)
Loss before income tax expense	(4,059,670)	(9,770,449)	(96,453,123)	(65,262,736)
Income tax expense (benefit)	55,736	(162)	70,429	20,798
Net loss	$(4,115,406)	$(9,770,287)	$(96,523,552)	$(65,283,534)

(1) Adjusted cost of sales includes cost of sales less stock-based compensation.

(2) Adjusted general and administrative expenses includes general and administrative expenses less depreciation, stock-based compensation and other corporate matters.

Revenues by Segment by Component

	For the three months ended September 30,		For the nine months ended September 30,
	2025	2024	2025	2024
Broadcast
Advertising	$23,594,497	$22,842,131	$74,451,192	$62,377,432
Affiliate fee	8,050,075	6,579,641	$22,821,905	$20,024,880
Subscription	3,755,101	3,336,434	$11,210,477	$8,683,583
Other	1,209,375	488,056	2,341,667	1,870,617
Total Broadcast revenues	36,609,048	33,246,262	110,825,241	92,956,512
Digital
Advertising	$3,992,540	$5,195,107	$11,888,927	$14,768,651
Subscription	3,123,158	3,552,274	$9,629,983	$11,177,511
Product sales	1,547,937	1,520,178	$4,669,841	$4,437,085
Other	13	131	155	570
Total Digital revenues	8,663,648	10,267,690	26,188,906	30,383,817
Total revenues	$45,272,696	$43,513,952	$137,014,147	$123,340,329

NOTE 10. CONCENTRATIONS OF CREDIT RISKS

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash, short-term investments available-for-sale and accounts receivable. Management believes the financial risks associated with these financial instruments are minimal.

The Company places its cash, and its short-term investments with high credit quality financial institutions. The Company maintains its cash in bank deposit accounts that, at times, may exceed federally insured limits. The Company has not experienced any losses due to this policy. The Company's short-term investments are generally deemed to be low risk; however, the longer the duration of a security, the more susceptible it is to changes in market interest rates and bond yields. As the balance of the Company's short-term investments has grown, the market risk related to those investments has grown as well.

Concentrations of credit risk with respect to accounts receivable are limited because a large number of geographically diverse customers make up the Company’s customer base, thus spreading the trade credit risk. The Company controls credit risk through credit approvals, credit limits and monitoring procedures. The Company performs credit evaluations of its commercial customers but generally does not require collateral to support accounts receivable.

No single customer accounted for over 10% of the Company’s unaudited condensed consolidated net revenues during either of the nine months ended September 30, 2025 or 2024. No single customer accounted for over 10% of the Company’s condensed consolidated accounts receivable as of September 30, 2025 or December 31, 2024.

NOTE 11. 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 the Company’s material firm commitments for contracts that run through 2027 as of September 30, 2025:

	Payments Due by Period
	Total	2025	2026	2027
Talent agreements	$11,903,583	$2,406,250	$6,684,333	$2,813,000

Talent Agreements

The Company has entered into various commitments over the next three years ending in December 2027 primarily related to talent costs and other service agreements.

NOTE 12. LEGAL

Legal Matters

From time to time, the Company may be involved in various claims, lawsuits, and disputes with third parties, actions involving allegations of discrimination or breach of contract incidental to the ordinary operations of the business. In the opinion of management, the amount of ultimate liability with respect to these actions will not have a material adverse impact on the Company’s condensed consolidated financial position or results of condensed consolidated operations or condensed consolidated cash flows. The Company accrues for loss contingencies that are probable and reasonably estimable. The Company generally does not accrue for legal costs expected to be incurred with a loss contingency until those services are provided.

Defamation and Disparagement Claims

From time to time, the Company is subject to lawsuits alleging defamation or disparagement. These include lawsuits filed by Smartmatic USA Corp. and certain of its affiliates (collectively, “Smartmatic”) and Dominion Voting Systems, Inc. and certain of its affiliates (collectively, “Dominion”) filed during 2023. The Smartmatic complaint sought an unspecified amount of damages while the Dominion complaint is seeking $1.6 billion in damages.

On September 26, 2024, the Company entered into a settlement agreement with Smartmatic pursuant to which the parties agreed to resolve the lawsuits among them. The Company agreed to pay a settlement of approximately $40.0 million payable over time and granted afive year warrant to purchase 2,000 shares of Series B preferred stock at an exercise price of $5,000 per share. Refer to Note 15. Equity for details of the warrant. The settlement expense, inclusive of the warrant, is included in other corporate matters in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the nine months ended September 30, 2024. The $40.0 million payable over time is recorded within settlement liability on the Unaudited Condensed Consolidated Balance Sheet. As of September 30, 2025 the outstanding balance was fully satisfied.

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 to be paid in the current and nexttwo fiscal years. The payments will be made inthree installments: (1) $27.0 million paid on August 15, 2025; (2) $20.0 million on or before January 15, 2026; and (3) $20.0 million on or before January 15, 2027. The settlement expense is included in other corporate matters in the Unaudited Consolidated Statements of Operations and Comprehensive (Loss) Income for the nine months ended September 30, 2025. The $40.0 million payable over time is recorded within settlement liability on the Unaudited Condensed Consolidated Balance Sheet. As of November 10, 2025 the outstanding balance of the settlement is $40 million.

In 2023, the Company entered into a settlement agreement with a commercial counterparty for $41.3 million. As of September 30, 2025, and pursuant to the payment schedule associated with this settlement agreement, the Company has a total of approximately $31.1 million remaining to be paid over time. The fair value of the settlement agreement as of September 30, 2025 and 2024 was $25.8 million and $28.9 million, respectively, which assumes a discount rate of 9.75% and making quarterly payments for 45 and 57 months, respectively. The fair value measurement is disclosed for information purposes and is not reflected in the carrying amount on the unaudited condensed consolidated balance sheet.

The table below represents the estimated timing of payments over the term of the agreements.

	As of September 30, 2025Payments Due by Period
	Total	2025	2026	2027	2028	2029
Settlement agreements	$71,067,851	$2,735,172	$25,308,227	$24,987,644	$4,686,422	$13,350,387

NOTE 13. EMPLOYEE BENEFIT PLANS

The Company maintains a 401(k) Salary Savings Plan (the “Plan”) covering those employees who meet eligibility requirements set forth in the Plan. The matching contribution is at the discretion of the Company’s Board of Directors. The Company’s policy is to match 100% of the first 1% of employee contributions and 50% on the next 2 to 6% of employee contributions. Total expense for the Plan amounted to $0.4 million and $1.2 million for the three and nine months ended September 30, 2025, respectively, and $0.4 million and $0.9 million for the three and nine months ended September 30, 2024, respectively.

NOTE 14. CONVERTIBLE AND REDEEMABLE PREFERRED STOCK

Convertible and Redeemable Preferred Stock

Prior to the March 28, 2025 initial public offering, the Company had outstanding Convertible and Redeemable Preferred Stock, which converted in connection with the initial public offering. The conversion included accumulated dividends on the Redeemable Preferred Stock except for those shares held bytwo preferred stockholders who elected to receive their accumulated dividends in cash on the initial public offering date. As of September 30, 2025, the Company doesnot have Convertible and Redeemable Preferred Stock outstanding.

Convertible and Redeemable Preferred Stock as of December 31, 2024 (71,034 total shares authorized and all classes are $0.001 par value per share) was as follows. The conversion prices and conversion ratios presented in this footnote have not been adjusted for the stock split disclosed in Note 1. Nature of Business:

Series · SharesAuthorized · SharesIssued andOutstanding · Per UnitIssuePrice · December 31, 2024ConversionPrice · LiquidationPreference · CarryingAmount
Series A	3,965	611	$22,500	$22,500		$13,747,500		$14,726,570
Series A (with redemption rights)	35	35	$22,500	$22,500	787,500		1,296,850
Series A-1	2,445	1,222	$20,451	$20,451	25,000,000		32,147,260
Series A-2	3,176	2,647	$18,891	$18,891	50,000,000		50,000,000
Series A-3	1,413	1,060	$23,619	$23,619	25,036,140		30,406,221
Series B	60,000	27,612	$5,000	$50,741	138,060,000		86,742,045
	71,034	33,187		$252,631,140		$215,318,946

Prior to the March 28, 2025 initial public offering, the Company’s Series A convertible preferred stock was classified as mezzanine equity and Series B convertible preferred stock was classified as permanent equity in the Company's condensed consolidated financial statements.

The Company measured the preferred stock where redemption was probable at its maximum redemption value plus dividends not declared or paid but which would be payable upon redemption. On December 31, 2024, the preferred stock was remeasured, resulting in a maximum redemption value of $128.6 million and accretion of $12.8 million, included in Accumulated Deficit on the condensed consolidated balance sheets as of December 31, 2024.

The Series B preferred stock included certain redemption rights that were solely in the control of the Company, including redemption upon sale or liquidation of the Company, and an in-substance redemption feature associated with the conversion terms of the Series B preferred stock upon IPO. The stock was recorded in permanent equity on the condensed consolidated balance sheets as of December 31, 2024. The redemption features were bifurcated as an embedded derivative and were accounted for as a derivative liability on the condensed consolidated balance sheet. The fair value of the embedded derivative was estimated using a scenario-based discounted cash flow method. The valuation methodology included assumptions and judgments regarding discount rates and timing of conversion, which were primarily level 3 assumptions. The embedded derivative was measured at fair value on a recurring basis and any changes in fair value in a subsequent period were be recorded to other income (expense). For the nine months ended September 30, 2025, the Company recognized a loss of $6.1 million in fair value adjustments in other, net on the unaudited condensed consolidated statements of operations and comprehensive (loss) income related to the change in net fair value between the beginning of the year and the conversion of the Series B preferred stock upon IPO. For the three and nine months ended September 30, 2024, the Company recognized a loss of $0.9 million in fair value adjustments in other, net on the unaudited condensed consolidated statements of operations and comprehensive (loss) income.

NOTE 15. EQUITY

Common Stock A – As of September 30, 2025 and December 31, 2024, the Company was authorized to issue 50,000,000 shares of common stock, with a par value of $0.001 per share and 20,000 shares of common stock (pre-stock split), with a par value of 0.001 per share, respectively.

Common Stock B - As of September 30, 2025 and December 31, 2024, the Company was authorized to issue 940,000,000 shares of common stock, with a par value of $0.001 per share and 60,000 shares of common stock (pre-stock split), with a par value of 0.001 per share, respectively.

Settlement Warrant - On September 26, 2024, the Company granted afive 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, Smartmatic has afive year warrant to purchase 1,333,333 shares of Class B common stock at an exercise price of $7.50 per share. Refer to Note 12. Legal for details of the settlement. 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 conversion of the underlying Series B preferred stock into Class B common stock, 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 conversion of the underlying Series B preferred shares to Class B common shares as a result of the Company's March 28, 2025 offering, the warrant meets the conditions for equity classification. As a result, the warrant has been recorded in 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 on the September 30, 2025 unaudited condensed consolidated statements of operations and comprehensive (loss) income.

Agent Warrants - The Company agreed to issue athree-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 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 exercise price is $7.50 per share. The warrant holder has the option to elect net share settlement. The effective date of the warrant is the date of the final close of the private placement offering. The Company evaluated the warrant under ASC 718, Compensation - Stock Compensation and determined that 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 Company's 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 nine months ended September 30, 2025.

As consideration under the SEPA, the Company paid to Yorkville (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, according to ASC 815, and recorded within the professional fees line item in the consolidated statements of operations and comprehensive loss for the period ended September 30, 2025.

NOTE 16. EQUITY-BASED COMPENSATION

On March 28, 2025, the Board adopted the Company's 2025 Omnibus Equity Incentive Plan (the “2025 Plan”) and it was approved by the Company's shareholders on March 24, 2025 (the “Effective Date”). Under the 2025 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 Plan. The Plan was 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. These options allow for early exercise after 90 days, vest over 1.5 years, and expire 10 years from the grant date.

As of September 30, 2025, the Company’s total estimated compensation cost, not yet recognized, related to non-vested equity awards held by the Company’s employees under the 2025 Plan was approximately $13.6 million and is expected to be recognized over a weighted average period of 1.0 year.

The Company’s equity-based awards are settled in Class B Common Stock. As of September 30, 2025, the Company had 4.1 million shares of Class B common stock reserved for future issuance as equity-based compensation.

The Company granted 703,507 options under the previous equity incentive plan which were fully vested as of September 30, 2025.

The following table summarizes the activities for the Company's stock options for the nine months ended September 30, 2025:

	Number of Shares	Weighted-Average Exercise Price per Share
Outstanding at December 31, 2024	703,507	4.99
Granted	3,389,551	10.03
Exercised	(923,077)	8.48
Forfeited	(14,500)	10.00
Expired	—	—
Outstanding at September 30, 2025	3,155,481	9.36
Exercisable as of September 30, 2025	3,076,930	9.31

The table below summarizes the resulting weighted average inputs used to calculate the estimated fair value of options awarded under the “2025 Plan” for the nine months ended September 30, 2025:

	For the period ended
	September 30, 2025
Expected term (in years)	5.75
Volatility	65%
Risk free interest rate	4.04%
Weighted-average grant date fair value	6.14

The following table shows summary information for outstanding options and options that are exercisable (including 421,229 vested options and 2,655,701 options which are early exercisable) as of September 30, 2025:

	Options Outstanding	Options Exercisable
Number of options	3,155,481	3,076,930
Weighted average remaining contractual term (years)	9.09	9.08
Weighted average exercise price	9.36	9.31
Aggregate intrinsic value	9,637,613	9,511,613

The equity-based compensation expense was recorded in the unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024 as follows:

	Three Months EndedSeptember 30,		Nine Months EndedSeptember 30,
	2025	2024	2025	2024
Cost of services	$2,170,152	$—	$4,924,267	$—
Personnel costs	1,377,189	—	3,617,866	—
Total equity-based compensation expense	$3,547,340	$—	$8,542,133	$—

NOTE 17. 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 loss per share for Class A and Class B common stock together. Basic loss per share is computed by dividing net 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 EndedSeptember 30,		Nine Months EndedSeptember 30,
	2025	2024	2025	2024
Basic and diluted loss per share:
Numerator:
Net loss	$(4,115,406)	(9,770,287)	$(96,523,552)	(65,283,534)
Cumulative dividends on preferred stock	—	2,080,466	4,667,803	4,980,650
Net loss attributable to common stockholders	$(4,115,406)	$(11,850,753)	$(101,191,355)	$(70,264,184)
Denominator:
Weighted average common stock outstanding, basic and diluted1	128,480,258	41,065,954	100,938,896	41,065,954
Per share:
Net loss per share attributable to common stockholders, basic and diluted	$(0.03)	$(0.29)	$(1.00)	$(1.71)

1 Includes 39.2 million and 41.1 million shares of Class A common stock and 89.2 million and 0 shares of Class B common stock, for the three months ended September 30, 2025 and 2024, respectively. Includes 39.8 million and 41.1 million shares of Class A common stock and 61.1 million and 0 shares of Class B common stock, for the nine months ended September 30, 2025 and 2024, respectively.

The following outstanding potentially dilutive shares were excluded from the computation of diluted net loss per share attributable to common stock for the periods presented because the impact of including them would have been anti-dilutive.

	Nine Months EndedSeptember 30,
	2025	2024
Warrants	1,933,333	—
Stock options	4,093,058	759,348
Preferred shares	—	45,261,083
Total	6,026,391	46,020,431

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