Newsmax Inc.
For the period ended Dec 31, 2025. Filed Mar 27, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 31, 2025 · Filed Mar 27, 2026
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Contents
Cover page
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
NEWSMAX INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee computed per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2). |
750 Park of Commerce Drive, Suite 100Boca Raton, Florida 33487Telephone: (561) 686-1165
Letter from our CEO
March 27, 2026
DEAR FELLOW STOCKHOLDERS,
You are cordially invited to attend our 2026 Annual Meeting of Stockholders (the "Annual Meeting"), which will be held virtually via live webcast on Monday, May 18, 2026 at 1:00 p.m. Eastern Time. You can attend the virtual Annual Meeting via the Internet where you will be able to vote and submit questions electronically.
All Newsmax stockholders of record at the close of business on March 30, 2026 are welcome to attend the Annual Meeting, but it is important that your shares are represented at the Annual Meeting whether or not you plan to attend. To ensure that you will be represented, we ask you to vote by telephone, mail, or over the Internet as soon as possible.
Along with the other members of your Board of Directors, I look forward to personally greeting those stockholders who attend this year's meeting. On behalf of the Board of Directors and our leadership team, I would like to express our appreciation for your continued interest in the business of Newsmax.
Sincerely,
Christopher Ruddy
Chief Executive Officer and Chairman of the Board
750 Park of Commerce Drive, Suite 100Boca Raton, Florida 33487Telephone: (561) 686-1165
Notice of Annual Meeting
of Stockholders
MEETING DETAILS
| DateMonday, May 18, 2026 | Time1:00 p.m. Eastern Time | LocationThe 2026 Annual Meeting of Stockholders will be a completely virtual meeting. The meeting will only be conducted via live webcast. In order to attend via webcast, you may join at the following URL: www.virtualshareholdermeeting.com/NMAX2026 |
The principal business of the Annual Meeting will be to:
| 1 | Elect the seven director nominees standing for re-election and named in the accompanying Proxy Statement until the annual general meeting of shareholders to be held in 2027 (the “2027 Annual Meeting of Stockholders”) or until their successors are duly elected and qualified; |
| 2 | Ratify the appointment of BDO USA, P.C. (“BDO”) as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and |
| 3 | Transact any other business as may properly come before the meeting or any adjournment or postponement thereof. |
You can vote at the Annual Meeting in person or by proxy if you were a stockholder of record at the close of business on March 30, 2026. You may revoke your proxy at any time prior to its exercise at the Annual Meeting.
We are electronically disseminating Annual Meeting materials to our stockholders, as permitted under the“Notice and Access” rules approved by the Securities and Exchange Commission. Stockholders who have not opted out of Notice and Access will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access Annual Meeting materials via the Internet. The Notice also provides instructions on how to obtain paper copies if preferred.
By Order of the Board of Directors,
Christopher Ruddy
Chief Executive Officer and Chairman of the Board
Boca Raton, FL
March 27, 2026
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 18, 2026:The Notice of Annual Meeting, 2026 Proxy Statement and our 2025 Annual Report to Stockholders are available electronically at www.electronicreports.com/Newsmax
| Proxy Summary | 1 |
|---|---|
| Voting Matters and Board Recommendations | 1 |
| How to Vote | 1 |
| Questions and Answers | 2 |
| General Information | 2 |
| Voting Matters | 5 |
| Proposal No. 1 - Election of Directors | 8 |
| Director & Officer Biographies | 9 |
| Corporate Governance | 13 |
| Corporate Governance Guidelines | 13 |
| Code of Business Conduct and Ethics | 13 |
| Director Independence | 13 |
| Insider Trading Policy | 13 |
| Risk Oversight | 14 |
| Communication with Directors | 14 |
| Board Qualifications | 14 |
| Director Nominations | 15 |
| Attendance at Annual Meeting | 15 |
| Related-Party Transaction Policy | 15 |
| Board Leadership Structure | 16 |
| Board Meetings and Committees | 16 |
| Director Compensation | 18 |
| Director Compensation Table | 19 |
| Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm | 20 |
| Pre-Approval Policies and Procedures | 21 |
| Executive Officers | 22 |
| Executive Compensation | 24 |
|---|---|
| Summary Compensation Table | 24 |
| Outstanding Equity Awards at Fiscal Year-End | 25 |
| Employment Agreements and Potential Payments upon Termination | 25 |
| Annual Incentives | 27 |
| Long-Term Incentives | 27 |
| Other Benefits | 27 |
| Equitable Adjustment and Treatment of Outstanding Awards Upon a Change in Control | 27 |
| Certain Relationships and Related-Party and Other Transactions | 28 |
| Indemnification Agreements with our Directors and Officers | 28 |
| Audit Committee Report | 29 |
| Ownership of Common Stock | 30 |
| Directors and Officers | 30 |
| Prohibition on Hedging | 32 |
| Transaction of Other Business | 34 |
| Householding of Annual Meeting Materials | 35 |
| Other Matters | 35 |
| Proxy Card | 36 |
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