NMAX 10-Q
Newsmax Inc. (NMAX)
10-Q
2026-08-13
For: 2026-06-30
View Original
Added on
August 13, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended June 30, 2026
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from _______________ to _______________
Commission file number 001-42575
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
(Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | o | Accelerated filer | o | |||||||||||
x | Smaller reporting company | |||||||||||||
Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes o No x
As of August 10, 2026, a total of 39,239,297 shares of Class A common stock, par value $0.001 per share, and 89,921,348 shares of Class B common stock, par value $0.001 per share were issued and outstanding.
TABLE OF CONTENTS
| Page | |||||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND INDUSTRY DATA
This Quarterly Report on Form 10-Q contains certain forward-looking statements which are made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, assumptions or future events or performance are not historical facts and are forward-looking statements. These statements are often, but not always, made through the use of words or phrases such as “may,” “should,” “believes,” “will,” “expects,” “anticipates,” “estimates,” “predicts,” “potential,” “continues” “intends,” “plans” and “would” or the negative of these terms or other comparable terminology. For example, statements concerning financial condition, possible or assumed future results of operations, growth opportunities, and plans are all forward-looking statements. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. They involve known and unknown risks, uncertainties and assumptions that may cause actual results, levels of activity, performance or achievements to differ materially from any results, levels of activity, performance or achievements expressed or implied by any forward-looking statement. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:
•current or future financial performance;
•management’s plans and objectives for future operations;
•uncertainties associated with product research and development;
•uncertainties associated with dependence upon the actions of government regulatory agencies;
•product plans and performance;
•management’s assessment of market factors; and statements regarding our strategy and plans.
All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.
This Quarterly Report on Form 10-Q may include market data and certain industry data and forecasts, which we may obtain from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications, articles and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While we believe that such studies and publications are reliable, we have not independently verified market and industry data from third-party sources.
1
Part I - Financial Information
Item 1. Financial Statements
NEWSMAX INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 30, 2026 | December 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
Cash and cash equivalents | $ | $ | |||||||||
| Funds held in escrow | |||||||||||
Investments | |||||||||||
Accounts receivable, net | |||||||||||
Inventories, net | |||||||||||
Prepaid expenses and other current assets | |||||||||||
Total current assets | |||||||||||
Property and equipment, net | |||||||||||
Right of use assets | |||||||||||
Other assets | |||||||||||
Funds held in escrow | |||||||||||
Total assets | $ | $ | |||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Accrued expenses | |||||||||||
| Deferred revenue | |||||||||||
| Lease liability | |||||||||||
Settlement liability | |||||||||||
| Share repurchase liability | |||||||||||
| Total current liabilities | |||||||||||
| Long-term liabilities: | |||||||||||
| Deferred revenue, net of current portion | |||||||||||
| Lease liability, net of current portion | |||||||||||
Other long-term liabilities | |||||||||||
| Settlement liability, net of current portion | |||||||||||
| Total liabilities | |||||||||||
Commitments and contingencies (Note 9) | |||||||||||
| Stockholders’ equity | |||||||||||
Class A common stock, | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
NEWSMAX INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
(Unaudited)
| For the three months ended | For the six months ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Service revenue | $ | $ | $ | $ | |||||||||||||||||||
| Product revenue | |||||||||||||||||||||||
| Total revenues | |||||||||||||||||||||||
| Cost of services | |||||||||||||||||||||||
| Cost of products sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| General and administrative expenses: | |||||||||||||||||||||||
| Personnel costs | |||||||||||||||||||||||
| Advertising costs | |||||||||||||||||||||||
| Depreciation | |||||||||||||||||||||||
| Other corporate matters | |||||||||||||||||||||||
| Other | |||||||||||||||||||||||
| Total general and administrative expenses | |||||||||||||||||||||||
| Income (loss) from operations | ( | ( | ( | ||||||||||||||||||||
| Other income (expense), net: | |||||||||||||||||||||||
| Interest and dividend income | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Realized gain on marketable securities | |||||||||||||||||||||||
| Unrealized gain on marketable securities | ( | ||||||||||||||||||||||
| Other, net | ( | ( | ( | ( | |||||||||||||||||||
| Total other income (expense), net | ( | ||||||||||||||||||||||
| Net income (loss) before income taxes | ( | ( | |||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Other comprehensive income: | |||||||||||||||||||||||
| Unrealized (loss) gain on available for sale debt investments, net of income tax | ( | ( | |||||||||||||||||||||
| Comprehensive income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Weighted average common stock outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
| Net income (loss) per share attributable to common stockholders | |||||||||||||||||||||||
| Basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
NEWSMAX INC.
CONDENSED CONSOLIDATED STATEMENTS OF CONVERTIBLE AND REDEEMABLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (DEFICIT)
(Unaudited)
| For the three months ended | For the six months ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Convertible and redeemable Series A Preferred Stock: | |||||||||||||||||||||||
| Beginning balances | $ | $ | $ | $ | |||||||||||||||||||
| Dividends accretion | |||||||||||||||||||||||
| Recapitalization and conversion of preferred stock | ( | ||||||||||||||||||||||
| Ending balances | $ | $ | $ | $ | |||||||||||||||||||
| Total stockholders' equity (deficit), beginning balances | $ | $ | $ | $ | ( | ||||||||||||||||||
| Common stock and addition paid-in capital: | |||||||||||||||||||||||
| Beginning balances | $ | $ | $ | $ | |||||||||||||||||||
| Issuance of common stock, net of offering cost and expenses | |||||||||||||||||||||||
| Recapitalization and conversion of preferred stock | |||||||||||||||||||||||
| Exercise of stock options into common stock, net of withholding tax | |||||||||||||||||||||||
| Warrant liability conversion | |||||||||||||||||||||||
| Dividends | ( | ||||||||||||||||||||||
| Standby Equity Purchase Agreement commitment fee | |||||||||||||||||||||||
| Stock-based compensation expense | |||||||||||||||||||||||
| Ending balances | $ | $ | $ | $ | |||||||||||||||||||
| Convertible and redeemable Series B Preferred Stock: | |||||||||||||||||||||||
| Beginning balances | $ | $ | $ | $ | |||||||||||||||||||
| Preferred stock Series B sale | |||||||||||||||||||||||
| Issuance of equity-classified warrants | |||||||||||||||||||||||
| Recapitalization and conversion of preferred stock | ( | ||||||||||||||||||||||
| Ending balances | $ | $ | $ | $ | |||||||||||||||||||
| Treasury stock: | |||||||||||||||||||||||
| Beginning balances | $ | $ | $ | $ | ( | ||||||||||||||||||
| Recapitalization and conversion of preferred stock | |||||||||||||||||||||||
| Ending balances | $ | $ | $ | $ | |||||||||||||||||||
| Accumulated other comprehensive income (loss): | |||||||||||||||||||||||
| Beginning balances | $ | $ | $ | $ | ( | ||||||||||||||||||
| Other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Ending balances | $ | $ | $ | $ | |||||||||||||||||||
| Retained earnings: | |||||||||||||||||||||||
| Beginning balances | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Dividends accretion | ( | ||||||||||||||||||||||
| Net income (loss) | ( | ( | |||||||||||||||||||||
| Ending balances | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Total stockholders' equity, ending balances | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
NEWSMAX INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30,
(Unaudited)
| 2026 | 2025 | ||||||||||
Cash flows from operating activities: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||||||
Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Change in fair value of warrant liability | |||||||||||
| Change in fair value of derivative liability | |||||||||||
Provision for (recovery of) credit losses | ( | ||||||||||
| Realized gain on marketable securities | ( | ||||||||||
| Unrealized gain on marketable securities | ( | ( | |||||||||
Lease expense | |||||||||||
| Non-cash expense related to SEPA Agreement | |||||||||||
Changes in operating assets and liabilities: | |||||||||||
Accounts receivable | ( | ( | |||||||||
Inventory | |||||||||||
Prepaid expenses and other current assets | ( | ( | |||||||||
| Funds released from escrow | |||||||||||
Other asset | ( | ( | |||||||||
Security deposits | |||||||||||
Accounts payable | |||||||||||
Accrued expenses | ( | ||||||||||
Lease liabilities | ( | ( | |||||||||
Settlement liability | ( | ||||||||||
Other long-term liabilities | |||||||||||
Deferred revenue | ( | ( | |||||||||
| Net cash used in operating activities | ( | ( | |||||||||
Cash flows from investing activities: | |||||||||||
Purchase of investments | ( | ( | |||||||||
| Proceeds from maturity of investments | |||||||||||
Sale of investments | |||||||||||
Purchase of property and equipment | ( | ( | |||||||||
| Net cash provided by (used in) investing activities | ( | ||||||||||
Cash flows from financing activities: | |||||||||||
| Proceeds from issuance of convertible preferred stock, net | |||||||||||
| Proceeds from issuance of common stock IPO, net | |||||||||||
| Proceeds from exercise of stock options | |||||||||||
| Proceeds from additional stock issuance | |||||||||||
| Payment of dividend | ( | ||||||||||
Principal payment under finance lease obligation | ( | ( | |||||||||
| Net cash provided by financing activities | |||||||||||
Net change in cash | |||||||||||
Cash and cash equivalents – beginning | |||||||||||
Cash and cash equivalents – ending | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
NEWSMAX INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
FOR THE SIX MONTHS ENDED JUNE 30,
(Unaudited)
| 2026 | 2025 | ||||||||||
| Supplemental disclosures of cash flow information: | |||||||||||
| Operating lease assets obtained in exchange for operating lease liabilities | $ | $ | |||||||||
| Interest paid | $ | $ | |||||||||
| Non-cash transactions: | |||||||||||
Property and equipment acquired through accounts payable | $ | $ | |||||||||
| Non-cash financing activities: | |||||||||||
| Common stock issuance costs reclassified from prepaid expenses | $ | $ | ( | ||||||||
| Issuance of warrants in connection with the issuance of convertible stock | $ | $ | |||||||||
| Proceeds from exercise of stock options in transit | $ | $ | |||||||||
| IPO funds receivable in escrow | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
NEWSMAX INC.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying 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 annual financial statements. In the opinion of the Company’s management, all adjustments considered necessary for a fair presentation have been reflected in these unaudited condensed consolidated financial statements.
Operating results for the six months ended June 30, 2026 are not indicative of the results that may be expected for the fiscal year ending December 31, 2026. The balance sheet at December 31, 2025 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.
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”), Newsmax Radio LLC (“Radio”) and Newsmax Markets, LLC. 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.
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 linear and over the top ("OTT") news channels, digital, licensing, 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 earns revenue through contractual allocations of fees based on impressions received or subscriber counts.
7
Service revenue is comprised of the following for the three and six months ended:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Advertising | $ | $ | $ | $ | |||||||||||||||||||
| Affiliate fee | |||||||||||||||||||||||
| Subscription | |||||||||||||||||||||||
| Licensing | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Advertising
Advertising revenue is derived from the sale of advertising on the Company’s cable television, email database, magazine and related publications, and website. Revenue related to the sale of advertising in the broadcasting segment is recognized at the time the commercials are aired. Revenue related to the Company's digital segment is recognized when display or other digital advertisement records are placed on various digital media. Revenue related to magazine and related publications is recognized when the ad is displayed in the printed document. Each advertisement is determined to be a distinct performance obligation that is satisfied at the point in time when such advertisements are published or aired. 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 are recorded as deferred revenue, which is then recognized as revenue when the advertising time or space is provided.
The Company enters into agreements with OTT distribution platforms to distribute the Company’s news channel. Pursuant to certain 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 the contract period. Revenue is recognized upon delivery of the content over the course of an OTT 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 contract term. The Company has an unconditional right to receive payment of the amount billed, generally within 30 days from the invoice date. The invoiced amount to be received is recorded in accounts receivable on the condensed consolidated balance sheets.
Subscription
The Company sells magazine subscriptions to consumers. Each subscription is determined to be a distinct performance obligation that is satisfied over the term of the contract, normally one (1 ) to five (5 ) years. Subscription payments received from customers in advance of the publication are recorded as deferred revenue and recognized as revenue on a straight line basis over the contract term.
Newsmax+ provides the Company’s content directly to consumers and invoices either monthly or annually. Monthly subscriptions are recognized as revenue in the month the performance obligation was fulfilled. Annual subscriptions are recorded as deferred revenue and recognized as revenue ratably over the term.
Deferred subscription revenue balances along with the corresponding revenue recognized from the preceding six-month period:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Deferred subscription revenue, current portion | $ | $ | |||||||||
| Deferred subscription revenue, net of current portion | |||||||||||
| Total deferred subscription revenue | $ | $ | |||||||||
Deferred subscription revenue recognized in revenue for the three and six months ended June 30, 2026 was $3.5 million and $8.2 million, respectively, and for the three and six months ended June 30, 2025 was $4.0 million and $7.7 million, respectively.
8
Affiliate Fee
The Company generates affiliate fee revenue from agreements with third-party multichannel video programming distributors ("MVPDs") for cable networks. It is recognized over time as programming is made 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 service is not distinct, such consideration is recorded as a reduction to revenues. Affiliate fee contracts are generally multi-year contracts billed monthly with payments due shortly thereafter.
Licensing
The Company generates revenue from its content licensing agreements. Revenue for its multiple performance obligations, all having the same period of transfer, is recognized over the contract term during which its symbolic IP and news content is made available to the customer.
Product Revenue
Product sales are derived primarily from the sales of books, audio and video media, and dietary supplements and are recognized at the point in time control transfers to the customer, which is when the product is shipped and control transfers to the customer. Allowances are estimated for returns and refunds when revenue is recognized. As of June 30, 2026 and December 31, 2025, the refund liability was $0.4 million and $0.7 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 Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Supplement sales | $ | $ | $ | $ | |||||||||||||||||||
| Books, media and other product sales | |||||||||||||||||||||||
| Product returns and allowances | ( | ( | ( | ( | |||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Incremental Costs to Obtain a Contract
Amortization expense is included within advertising costs on the accompanying condensed consolidated statements of operations and comprehensive income (loss). As of June 30, 2026, the Company had $4.5 million of unamortized capitalized costs to obtain a contract, of which $1.0 million is recorded within prepaid expenses and other current assets and $3.6 million is recorded within other assets on our unaudited condensed consolidated balance sheet. During the three and six months ended June 30, 2026, the Company recorded $0.2 million and $0.4 million, respectively, of amortization of capitalized costs, which is recorded within professional fees on our unaudited condensed consolidated statement of operations and comprehensive income (loss). During the three and six months ended June 30, 2025, the Company recorded $0.05 million and $0.09 million, respectively, of amortization of capitalized costs, which is recorded within other on our unaudited condensed consolidated statement of operations and comprehensive income (loss).
Accounts Receivable and Allowance for Credit Losses
9
Funds Held in Escrow
In connection with the settlement agreement reached with Dominion (as defined below in Note 10), the Company established an escrow account to secure the settlement obligations. As of June 30, 2026, the balance of the escrow account totaled $20.0 million. The escrowed funds will be released in one installment of $20.0 million payable on or before January 15, 2027.
Funds held in the escrow account earn interest at an annual rate of 4.02 %. As of June 30, 2026, cumulative interest income of $0.9 million has been earned on the escrow balance. The interest income is recorded as a component of other income in the accompanying condensed consolidated statements of operations and comprehensive income (loss). The related interest receivable is included in prepaid expenses and other current assets on the accompanying condensed consolidated balance sheet.
Net Income (Loss) Per Share
Recently Adopted Accounting Pronouncements
In January 2026, the Company adopted 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 Company evaluated the impact of adoption on its methodology for estimating credit losses on trade receivables and contract assets and concluded that adoption did not have a material impact on its condensed consolidated financial statements or related disclosures.
Recent Accounting Pronouncements Not Yet Adopted
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.
10
NOTE 2. 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 of June 30, 2026 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||
| Money market | $ | $ | $ | $ | |||||||||||||||||||
| Total cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Investments | |||||||||||||||||||||||
| Equity securities | $ | $ | $ | $ | |||||||||||||||||||
| U.S. Treasury securities | |||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||
| Crypto assets | |||||||||||||||||||||||
| Total investments | $ | $ | $ | $ | |||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
| As of December 31, 2025 | |||||||||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||
| Assets | |||||||||||||||||||||||
| Cash and cash equivalents | |||||||||||||||||||||||
| Money market | $ | $ | $ | $ | |||||||||||||||||||
| Total cash and cash equivalents | $ | $ | $ | $ | |||||||||||||||||||
| Investments | |||||||||||||||||||||||
| Equity securities | $ | $ | $ | $ | |||||||||||||||||||
| U.S. Treasury securities | |||||||||||||||||||||||
| Certificates of deposit | |||||||||||||||||||||||
| Crypto assets | |||||||||||||||||||||||
| Total investments | $ | $ | $ | $ | |||||||||||||||||||
| Total assets | $ | $ | $ | $ | |||||||||||||||||||
NOTE 3. PROPERTY AND EQUIPMENT
Major classes of property and equipment are:
| Estimated Useful Lives | June 30, 2026 | December 31, 2025 | |||||||||||||||
| Furniture and fixtures | $ | $ | |||||||||||||||
| Computer, office and production equipment | |||||||||||||||||
| Leasehold improvements | Lesser of Useful Life or Term of Lease | ||||||||||||||||
| Less: Accumulated depreciation | ( | ( | |||||||||||||||
| $ | $ | ||||||||||||||||
Depreciation of property and equipment amounted to $0.5 million and $1.1 million for the three and six months ended June 30, 2026, respectively, and $0.7 million and $1.5 million for the three and six months ended June 30, 2025, respectively. Included in property and equipment are finance lease assets of $0.2 million and $0.4 million as of June 30, 2026 and 2025, respectively.
11
NOTE 4. INVESTMENTS
Major classes of investments are:
| June 30, 2026 | December 31, 2025 | ||||||||||
| Equity securities | $ | $ | |||||||||
| U.S. Treasury securities | |||||||||||
| Crypto assets | |||||||||||
| Total investments | $ | $ | |||||||||
Available-for-Sale Securities
Major classes of available-for-sale debt securities and their respective fair values at June 30, 2026, were:
| Amortized Cost | Gross Unrealized gain | Gross Unrealized Loss | Fair Value | ||||||||||||||||||||
| Certificate of deposit | $ | $ | $ | $ | |||||||||||||||||||
| U.S. Treasury securities | |||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||
Maturity period distribution based on the contractual terms of the available-for-sale debt securities at June 30, 2026 was:
| Amortized Cost | Fair Value | ||||||||||
| Matures within 1 year | $ | $ | |||||||||
| Matures after 1 year through 5 years | |||||||||||
| Total | $ | $ | |||||||||
NOTE 5. LEASES
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 income (loss). Finance lease expense is recognized over the lease term within interest expense in the unaudited condensed consolidated statements of operations and comprehensive income (loss).
Total operating and finance lease expense relates to lease costs and totaled $1.4 million and $2.7 million for the three and six months ended June 30, 2026, respectively, and $1.3 million and $2.5 million for the three and six months ended June 30, 2025, respectively.
Future minimum lease payments at June 30, 2026:
| Operating | Finance | Total | |||||||||||||||
| 2026 | $ | $ | $ | ||||||||||||||
| 2027 | |||||||||||||||||
| 2028 | |||||||||||||||||
| 2029 | |||||||||||||||||
| 2030 | |||||||||||||||||
| 2031 | |||||||||||||||||
| Total lease payments | |||||||||||||||||
| Less: imputed interest | ( | ( | ( | ||||||||||||||
| Present value of lease liability | $ | $ | $ | ||||||||||||||
12
NOTE 6. LINE OF CREDIT
NOTE 7. INCOME TAXES
The Company’s effective income tax rate for the six months ended June 30, 2026 and 2025 was 0
NOTE 8. SEGMENT INFORMATION
The Company has two
Segment Adjusted EBITDA is defined as revenues less cost of revenues and general and administrative expenses and excludes depreciation, amortization related to incremental costs to obtain a contract, 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.
13
The following tables set forth the Company’s Revenues and Segment Adjusted EBITDA:
| For the three months ended | For the six months ended | ||||||||||||||||||||||
| June 30, | June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Broadcasting | $ | $ | $ | $ | |||||||||||||||||||
| Digital | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
| Segment expenses and operating performance | |||||||||||||||||||||||
| Broadcasting | |||||||||||||||||||||||
Adjusted cost of sales (1) | $ | $ | |||||||||||||||||||||
Adjusted general and administrative expenses (2) | |||||||||||||||||||||||
| Broadcasting adjusted EBITDA | |||||||||||||||||||||||
| Digital | |||||||||||||||||||||||
Adjusted cost of sales (1) | |||||||||||||||||||||||
Adjusted general and administrative expenses (2) | |||||||||||||||||||||||
| Digital adjusted EBITDA | ( | ( | ( | ( | |||||||||||||||||||
| Total reportable adjusted EBITDA | $ | $ | ( | $ | $ | ( | |||||||||||||||||
| Corporate and unallocated | |||||||||||||||||||||||
| Depreciation | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Amortization | ( | ( | ( | ( | |||||||||||||||||||
| Interest, net | |||||||||||||||||||||||
Unrealized gain on marketable securities | ( | ||||||||||||||||||||||
| Stock-based compensation | ( | ( | ( | ( | |||||||||||||||||||
| Other corporate matters | ( | ( | |||||||||||||||||||||
| Other, net | ( | ( | ( | ( | |||||||||||||||||||
| Income (loss) before income tax expense | ( | ( | |||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
(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.
14
Revenues by Segment by Component
The following tables set forth the revenues and segment by component:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Broadcasting | |||||||||||||||||||||||
| Advertising | $ | $ | $ | $ | |||||||||||||||||||
| Affiliate fee | |||||||||||||||||||||||
| Subscription | |||||||||||||||||||||||
| Licensing | |||||||||||||||||||||||
| Total Broadcasting revenues | $ | $ | $ | $ | |||||||||||||||||||
| Digital | |||||||||||||||||||||||
| Advertising | $ | $ | $ | $ | |||||||||||||||||||
| Subscription | |||||||||||||||||||||||
| Product sales | |||||||||||||||||||||||
| Total Digital revenues | |||||||||||||||||||||||
| Total revenues | $ | $ | $ | $ | |||||||||||||||||||
NOTE 9. 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 payments due by period for contracts that run through 2028 as of June 30, 2026:
| Total | 2026 | 2027 | 2028 | ||||||||||||||||||||
| Talent agreements | $ | $ | $ | $ | |||||||||||||||||||
NOTE 10. LEGAL
Legal Matters
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. The payments are payable in three installments: (1) $27.0 million paid on August 15, 2025; (2) $20.0 million paid on January 15, 2026; and (3) $20.0 million on or before January 15, 2027. The $20.0 million payable on or before January 15, 2027 is recorded within settlement liability on the unaudited condensed consolidated balance sheet. As of August 13, 2026 the outstanding balance of the settlement is $20.0 million.
In 2023, the Company entered into a settlement agreement with a commercial counterparty for $41.3 million. As of June 30, 2026, and pursuant to the payment schedule associated with this settlement agreement, the Company has a total of $27.0 million remaining to be paid over time. The fair value of the settlement agreement as of June 30, 2026 and June 30, 2025 was $23.2 million and $26.7 million, respectively, which assumes a discount rate of 9.75 % and making quarterly payments for 36 and 48 months, respectively. The fair value measurement is disclosed for information purposes and is not reflected in the carrying amount. As of August 13, 2026 the outstanding balance of the settlement is $27.0 million.
The table below represents the estimated timing of payments over the term of the agreements as of June 30, 2026:
| Total | 2026 | 2027 | 2028 | 2029 | |||||||||||||||||||||||||
| Settlement agreements | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
15
NOTE 11. EQUITY
Common Stock A – As of June 30, 2026 and December 31, 2025, the Company was authorized to issue 50,000,000 0.001
Common Stock B - As of June 30, 2026 and December 31, 2025, the Company was authorized to issue 940,000,000 0.001
Settlement Warrant - On September 26, 2024, the Company granted a five 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 (the "Preferred Stock Conversion"), Smartmatic has a five year warrant to purchase 1,333,333 shares of Class B common stock at an exercise price of $7.50 per share. 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 Preferred Stock Conversion, 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 Preferred Stock Conversion, the warrant met the conditions for equity classification and was reclassified into 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 June 30, 2025 unaudited condensed consolidated statements of operations and comprehensive income (loss).
Agent Warrants - The Company agreed to issue a three-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 Preferred Stock Conversion, the warrant holder can purchase 600,000 shares of common stock at an exercise price of $7.50 per share The warrant holder has the option to elect net share settlement. 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 unaudited condensed consolidated balance sheets as of June 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 three or six months ended June 30, 2026.
As consideration under the SEPA, the Company paid to a 3rd party (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 and recorded within other in the unaudited condensed consolidated statements of operations and comprehensive income (loss) for the three and six months ended June 30, 2025.
16
NOTE 12. EQUITY-BASED COMPENSATION
On March 28, 2025, the Board of Directors adopted the Company's 2025 Omnibus Equity Incentive Plan (the “2025 Incentive Plan”) and was approved by the Company's shareholders on March 24, 2025 (the “Effective Date”). Under the 2025 Incentive 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 Incentive Plan. The 2025 Incentive Plan is 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 June 30, 2026, the Company’s total compensation cost, not yet recognized, related to non-vested equity awards held by the Company’s employees under the 2025 Incentive Plan was $3.7 million and is expected to be recognized over a weighted average period of 0.3 years. The Company’s equity-based awards are settled in Class B Common Stock. As of June 30, 2026, the Company had 3.0 million shares of Class B common stock reserved for future issuance as equity-based compensation.
The following table summarizes stock options for the six months ended June 30, 2026:
| Number of Shares | Weighted-Average Exercise Price per Share | ||||||||||
| Outstanding at December 31, 2025 | $ | ||||||||||
| Granted | |||||||||||
| Exercised | ( | ||||||||||
| Forfeited | ( | ||||||||||
| Outstanding at June 30, 2026 | $ | ||||||||||
| Exercisable as of June 30, 2026 | $ | ||||||||||
The following table shows summary information for outstanding options and options that are exercisable (including 386,321 vested options and 2,716,783 options which are early exercisable) as of June 30, 2026:
| Options Outstanding | Options Exercisable | ||||||||||
| Number of options | |||||||||||
| Weighted average remaining contractual term (years) | |||||||||||
| Weighted average exercise price | $ | $ | |||||||||
| Aggregate intrinsic value | $ | $ | |||||||||
The equity-based compensation expense was recorded in the unaudited condensed consolidated statements of operations and comprehensive income (loss):
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Cost of services | $ | $ | $ | $ | |||||||||||||||||||
| Personnel costs | |||||||||||||||||||||||
| Total equity-based compensation expense | $ | $ | $ | $ | |||||||||||||||||||
17
NOTE 13. INCOME (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 income (loss) per share for Class A and Class B common stock together. Basic loss per share is computed by dividing net income (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 Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Basic and diluted income (loss) per share: | |||||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net income (loss) | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Cumulative dividends on preferred stock | |||||||||||||||||||||||
Net income (loss) attributable to common stockholders | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Denominator: | |||||||||||||||||||||||
Weighted average common stock outstanding, basic1 | |||||||||||||||||||||||
| Effect of dilutive securities: | |||||||||||||||||||||||
| Dilutive effect of stock options | |||||||||||||||||||||||
| Dilutive effect of early exercised options | |||||||||||||||||||||||
Weighted average common stock outstanding, diluted | |||||||||||||||||||||||
Per share: | |||||||||||||||||||||||
Net income (loss) per share attributable to common stockholders, basic | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Net income (loss) per share attributable to common stockholders, diluted | $ | $ | ( | $ | $ | ( | |||||||||||||||||
The following outstanding potentially dilutive shares were excluded from the computation of diluted net income (loss) per share attributable to common stock for the periods presented because the impact of including them would have been anti-dilutive:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Warrants | |||||||||||||||||||||||
| Stock options | |||||||||||||||||||||||
| Unvested early exercised options | |||||||||||||||||||||||
| Total | |||||||||||||||||||||||
18
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the unaudited consolidated financial statements for the three and six months ended June 30, 2026 and the audited consolidated financial statements for the year ended December 31, 2025, and other information included elsewhere in this Quarterly Report. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 as may be amended supplemental or superseded from time to time by other reports we file with the SEC. Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period.
Overview
We are a global media company delivering news, opinion and entertainment content across multiple television and digital platforms. We serve audiences through our linear television network, streaming and digital properties, and related distribution channels, with a focus on producing compelling programming that builds viewer engagement, deepens loyalty and extends the reach of the Newsmax brand. We seek to enhance the value of our platform by investing in programming, strengthening our digital experience, broadening monetization opportunities and pursuing strategic domestic and international growth initiatives, including distribution and licensing arrangements that extend our content and brand into new markets.
We have developed a significant audience, reaching over 50 million Americans each month through our television broadcasts and multi-platform content, and have demonstrated sustainable growth. Revenues are up 17% and 15% comparing the three and six months ended June 30, 2026, respectively compared to the same period in 2025. Newsmax Broadcasting's TV content is now available to over 100 million homes in the U.S. In addition, international companies have licensed Newsmax Broadcasting’s channels and brand for regional, national and local television and digital media purposes. Certain licensing agreements now provide cable television and digital news under the Newsmax brand to viewers in more than 100 countries including several European countries like Republic of Serbia, Republic of Croatia, Bosnia and Herzegovina, Montenegro, North Macedonia, Slovenia, Albania, Hungary, Poland, Bulgaria, Slovakia, Romania, Ukraine, and the Czech Republic.
19
Results of Operations
Three months ended June 30, 2026, versus June 30, 2025
The following table sets forth our results of operations data for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025:
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Service Revenues | |||||||||||||||||||||||
| Advertising | $ | 28,794,046 | $ | 29,865,889 | $ | (1,071,843) | (3.6) | ||||||||||||||||
| Affiliate fee | 13,358,974 | 7,343,407 | 6,015,567 | 81.9 | |||||||||||||||||||
| Subscription | 6,289,252 | 6,980,040 | (690,788) | (9.9) | |||||||||||||||||||
| Licensing | 4,610,172 | 694,871 | 3,915,301 | 563.5 | |||||||||||||||||||
| Product Sales | 1,063,041 | 1,555,537 | (492,496) | (31.7) | |||||||||||||||||||
| Total revenues | $ | 54,115,485 | $ | 46,439,744 | $ | 7,675,740 | 16.5 | ||||||||||||||||
| Cost of revenues | 30,781,781 | 28,797,983 | 1,983,798 | 6.9 | |||||||||||||||||||
| Gross profit | $ | 23,333,704 | $ | 17,641,761 | $ | 5,691,942 | 32.3 | ||||||||||||||||
| General & administrative | 22,028,760 | 94,047,210 | (72,018,450) | (76.6) | |||||||||||||||||||
| Other income, net | 1,562,347 | 1,239,520 | 322,827 | 26.0 | |||||||||||||||||||
| Income (loss) before income tax expense | $ | 2,867,291 | $ | (75,165,929) | $ | 78,033,220 | 103.8 | ||||||||||||||||
| Income tax expense | — | 9,693 | (9,693) | (100.0) | |||||||||||||||||||
| Net income (loss) | $ | 2,867,291 | $ | (75,175,622) | $ | 78,042,913 | 103.8 | ||||||||||||||||
Revenues
Revenues increased by $7.7 million, or 16.5%, for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. Affiliate fee revenues increased by $6.0 million due to new contractual relationships as well as rate increases which took effect in late 2025 and 2026. Licensing revenue increased by $3.9 million due to an amendment of one of our licensing agreements that increased the rate and duration of the arrangement in February 2026. Advertising revenue decreased by $(1.1) million due to reductions in digital advertising revenue and a decline in linear cable and satellite advertising, as the same quarter last year benefited from election-related demand. Subscription revenue decreased by $(0.7) million due to lower new customer acquisition offset by gains from expanded affiliate agreements making Newsmax available on more linear cable providers.
Cost of revenues increased by $2.0 million, or 6.9%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was due to increased production headcount, programming and production costs on our main Newsmax TV channel as well as continued investment into Newsmax 2 for OTT to build out the programming to better monetize Newsmax 2 on FAST channels.
Gross Profit
Gross profit increased by $5.7 million, or 32.3%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Gross profit as a percent of revenues increased to 43.1% for the three months ended June 30, 2026 from 38.0% for the three months ended June 30, 2025. Gross profit percentage increased mainly due to increases in rates for both affiliate fee and licensing revenues.
General and Administrative Expense
General and administrative expense decreased by $(72.0) million or (76.6)%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The decrease was primarily driven by the reduction of legal expenses related to the settlement of legal matters in 2025.
20
Other Income, Net
Other income, net increased by $0.3 million, or 26.0%, for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. The increase was primarily driven by an increase in unrealized gains on marketable securities offset by decreases in interest and dividend income.
Segment Analysis
The following tables set forth our Revenues and Segment EBITDA for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025:
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Broadcasting | $ | 45,814,855 | $ | 38,029,015 | $ | 7,785,840 | 20.5 | ||||||||||||||||
| Digital | 8,300,630 | 8,410,729 | (110,099) | (1.3) | |||||||||||||||||||
| Total revenues | $ | 54,115,485 | $ | 46,439,744 | $ | 7,675,740 | 16.5 | ||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Segment Adjusted EBITDA | |||||||||||||||||||||||
| Broadcasting | $ | 8,072,724 | $ | 1,633,014 | $ | 6,439,710 | 394.3 | ||||||||||||||||
| Digital | (2,357,528) | (5,399,183) | 3,041,655 | 56.3 | |||||||||||||||||||
| Adjusted EBITDA1 | $ | 5,715,196 | $ | (3,766,169) | $ | 9,481,366 | (251.8) | ||||||||||||||||
Broadcasting
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Advertising | $ | 24,378,388 | $ | 26,225,117 | $ | (1,846,729) | (7.0) | ||||||||||||||||
| Affiliate fee | 13,358,974 | 7,343,407 | 6,015,567 | 81.9 | |||||||||||||||||||
| Subscription | 3,467,330 | 3,765,699 | (298,369) | (7.9) | |||||||||||||||||||
| Licensing | 4,610,163 | 694,792 | 3,915,371 | 563.5 | |||||||||||||||||||
| Total revenues | $ | 45,814,855 | $ | 38,029,015 | $ | 7,785,840 | 20.5 | ||||||||||||||||
| Cost of revenues | 24,300,793 | 21,558,033 | 2,742,760 | 12.7 | |||||||||||||||||||
| Gross profit | $ | 21,514,062 | $ | 16,470,982 | $ | 5,043,080 | 30.6 | ||||||||||||||||
| General & administrative | 13,441,338 | 14,837,968 | (1,396,630) | (9.4) | |||||||||||||||||||
Segment Adjusted EBITDA | $ | 8,072,724 | $ | 1,633,014 | $ | 6,439,710 | 394.3 | ||||||||||||||||
Broadcasting Revenues increased by $7.8 million for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, due to an increase in affiliate fee revenue of $6.0 million, which is attributed to new contractual relationships starting later in 2025 as well as rate increases in late 2025 and 2026. Licensing revenue increased by $3.9 million due to an amendment of one of our licensing agreements that increased the rate and duration of the arrangement in February 2026, offset by a decrease in advertising revenue of $(1.8) million due to lower customer insertion order volume and lower subscription revenue of $(0.3) million due to change in subscriber mix.
Broadcasting Segment Adjusted EBITDA increased for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, mainly due to increases in rates for both affiliate and license revenues.
1 For a discussion of Adjusted EBITDA, see “Non-GAAP Financial Measures” below.
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Digital
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Advertising | $ | 4,415,658 | $ | 3,640,772 | $ | 774,886 | 21.3 | ||||||||||||||||
| Subscription | 2,821,922 | 3,214,341 | (392,419) | (12.2) | |||||||||||||||||||
| Product sales | 1,063,050 | 1,555,616 | (492,566) | (31.7) | |||||||||||||||||||
| Total revenues | $ | 8,300,630 | $ | 8,410,729 | $ | (110,099) | (1.3) | ||||||||||||||||
| Cost of revenues | 4,491,125 | 5,137,983 | (646,858) | (12.6) | |||||||||||||||||||
| Gross profit | $ | 3,809,505 | $ | 3,272,746 | 536,759 | 16.4 | |||||||||||||||||
| General & administrative | 6,167,033 | 8,671,929 | (2,504,896) | (28.9) | |||||||||||||||||||
| Segment Adjusted EBITDA2 | $ | (2,357,528) | $ | (5,399,183) | $ | 3,041,655 | 56.3 | ||||||||||||||||
Digital Revenues decreased by $0.1 million for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025, due to increases in advertising revenue driven by new contractual relationships offset by reductions in subscription and product revenue.
Digital Segment Adjusted EBITDA increased for the three months ended June 30, 2026, as compared to three months ended June 30, 2025, due to decreases in cost of revenues and general and administrative expenses.
The following table reconciles Net income (loss) to Adjusted EBITDA for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025:
| 2026 | 2025 | ||||||||||
| Net income (loss) | $ | 2,867,291 | $ | (75,175,622) | |||||||
| Add | |||||||||||
| Depreciation | 525,142 | 734,590 | |||||||||
| Amortization | 238,799 | 49,906 | |||||||||
| Interest, net | (1,308,664) | (1,794,598) | |||||||||
| Unrealized (gain) loss on marketable securities | (271,965) | 500,736 | |||||||||
| Stock-based compensation | 3,318,835 | 3,417,686 | |||||||||
| Other corporate matters3 | - | 68,437,098 | |||||||||
| Other, net4 | 345,758 | 54,342 | |||||||||
| Income tax expense | - | 9,693 | |||||||||
Adjusted EBITDA5 | $ | 5,715,196 | $ | (3,766,169) | |||||||
2 For a discussion of Adjusted EBITDA, see “Non-GAAP Financial Measures” below.
3 Comprised of certain litigation expenses, and related fees, for specific legal proceedings that we have determined are infrequent and unusual in terms of their magnitude.
4 Comprised of miscellaneous items such as derivative adjustments, income tax credits, and unrealized gains on securities
5 For a discussion of Adjusted EBITDA, see “Non-GAAP Financial Measures” below.
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Six months ended June 30, 2026, versus June 30, 2025
The following table sets forth our results of operations data for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025:
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Service Revenues | |||||||||||||||||||||||
| Advertising | $ | 56,011,272 | $ | 58,753,084 | $ | (2,741,812) | (4.7) | ||||||||||||||||
| Affiliate fee | 26,369,866 | 14,771,830 | 11,598,036 | 78.5 | |||||||||||||||||||
| Subscription | 12,720,617 | 13,962,199 | (1,241,582) | (8.9) | |||||||||||||||||||
| Licensing | 8,097,471 | 1,132,434 | 6,965,037 | 615.1 | |||||||||||||||||||
| Product Sales | 2,574,750 | 3,121,904 | (547,154) | (17.5) | |||||||||||||||||||
| Total revenues | $ | 105,773,976 | $ | 91,741,451 | $ | 14,032,524 | 15.3 | ||||||||||||||||
| Cost of revenues | 62,511,544 | 54,637,552 | 7,873,992 | 14.4 | |||||||||||||||||||
| Gross profit | $ | 43,262,432 | $ | 37,103,899 | $ | 6,158,532 | 16.6 | ||||||||||||||||
| General & administrative | 46,426,572 | 125,082,127 | (78,655,555) | (62.9) | |||||||||||||||||||
| Other income (expense), net | 3,843,221 | (4,415,225) | 8,258,446 | 187.0 | |||||||||||||||||||
| Income (loss) before income tax expense | $ | 679,081 | $ | (92,393,453) | $ | 93,072,534 | 100.7 | ||||||||||||||||
| Income tax expense | — | 14,693 | (14,693) | (100.0) | |||||||||||||||||||
| Net income (loss) | $ | 679,081 | $ | (92,408,146) | $ | 93,087,227 | 100.7 | ||||||||||||||||
Revenues
Revenues increased by $14.0 million, or 15.3%, for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. Affiliate fee revenues increased by $11.6 million due to new contractual relationships as well as rate increases which took effect in late 2025 and 2026. Licensing revenue increased by $7.0 million due to an amendment of one of our licensing agreements that increased the rate and duration of the arrangement in February 2026. Advertising revenue decreased by $(2.7) million due to reductions in digital advertising revenue and a decline in linear cable and satellite advertising. Subscription revenue decreased by $(1.2) million due to lower new customer acquisition offset by gains from expanded affiliate agreements making Newsmax available on more linear cable providers.
Cost of revenues increased by $7.9 million, or 14.4%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was due to increased production headcount, programming and production costs on our main Newsmax TV channel as well as continued investment into Newsmax 2 for OTT to build out the programming to better monetize Newsmax 2 on FAST channels.
Gross Profit
Gross profit increased by $6.2 million, or 16.6%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. Gross profit as a percent of revenues increased to 40.9% for the six months ended June 30, 2026 from 40.4% for the six months ended June 30, 2025. Gross profit percentage increased mainly due to increases in rates for both affiliate and license revenues offset by increases cost of revenues primarily driven by increases in payroll production costs.
General and Administrative Expense
General and administrative expense decreased by $(78.7) million or (62.9)%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The decrease was primarily driven by the reduction of legal expenses related to the settlement of legal matters in 2025.
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Other Income, Net
Other income, net increased by $8.3 million, or 187.0%, for the six months ended June 30, 2026 compared to the six months ended June 30, 2025. The increase was primarily driven by a reduction of one-time expenses incurred in 2025 related to becoming a publicly traded company in addition to an increase in unrealized gain on marketable securities.
Segment Analysis
The following tables set forth our Revenues and Segment EBITDA for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025:
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Broadcasting | $ | 89,516,347 | $ | 74,216,192 | $ | 15,300,155 | 20.6 | ||||||||||||||||
| Digital | 16,257,629 | 17,525,259 | (1,267,630) | (7.2) | |||||||||||||||||||
| Total revenues | $ | 105,773,976 | $ | 91,741,451 | $ | 14,032,525 | 15.3 | ||||||||||||||||
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Segment Adjusted EBITDA | |||||||||||||||||||||||
| Broadcasting | $ | 12,039,155 | $ | 4,823,877 | $ | 7,215,278 | 149.6 | ||||||||||||||||
| Digital | (6,678,297) | (8,141,865) | 1,463,568 | 18.0 | |||||||||||||||||||
| Adjusted EBITDA | $ | 5,360,858 | $ | (3,317,988) | $ | 8,678,846 | 261.6 | ||||||||||||||||
Broadcasting
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Advertising | $ | 48,110,476 | $ | 50,856,696 | $ | (2,746,220) | (5.4) | ||||||||||||||||
| Affiliate fee | 26,369,866 | 14,771,830 | 11,598,036 | 78.5 | |||||||||||||||||||
| Subscription | 6,938,565 | 7,455,375 | (516,810) | (6.9) | |||||||||||||||||||
| Licensing | 8,097,440 | 1,132,291 | 6,965,149 | 615.1 | |||||||||||||||||||
| Total revenues | $ | 89,516,347 | $ | 74,216,192 | $ | 15,300,155 | 20.6 | ||||||||||||||||
| Cost of revenues | 48,923,192 | 41,520,756 | 7,402,436 | 17.8 | |||||||||||||||||||
| Gross profit | $ | 40,593,155 | $ | 32,695,436 | $ | 7,897,719 | 24.2 | ||||||||||||||||
| General & administrative | 28,554,000 | 27,871,559 | 682,441 | 2.4 | |||||||||||||||||||
Segment Adjusted EBITDA | $ | 12,039,155 | $ | 4,823,877 | $ | 7,215,278 | 149.6 | ||||||||||||||||
Broadcasting Revenues increased by $15.3 million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, due to an increase in affiliate fee revenue of $11.6 million, which is attributed to new contractual relationships starting later in 2025 as well as rate increases in late 2025 and 2026, licensing revenue increased by $7.0 million due to an amendment of one of our licensing agreements that increased the rate and duration of the arrangement in February 2026, offset by a decrease in advertising revenue of $(2.7) million due to lower customer insertion order volume and lower subscription revenue of $(0.5) million due to change in subscriber mix.
Broadcasting Segment Adjusted EBITDA increased for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, mainly due to increases in rates for both affiliate and license revenues offset by increase in production payroll expenses in cost of revenues.
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Digital
| 2026 | 2025 | $ Change | % Change | ||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Advertising | $ | 7,900,797 | $ | 7,896,389 | $ | 4,408 | 0.1 | ||||||||||||||||
| Subscription | 5,782,051 | 6,506,824 | (724,773) | (11.1) | |||||||||||||||||||
| Product sales | 2,574,781 | 3,122,046 | (547,265) | (17.5) | |||||||||||||||||||
| Total revenues | $ | 16,257,629 | $ | 17,525,259 | $ | (1,267,630) | (7.2) | ||||||||||||||||
| Cost of revenues | 9,555,082 | 10,362,681 | (807,599) | (7.8) | |||||||||||||||||||
| Gross profit | $ | 6,702,547 | $ | 7,162,578 | $ | (460,031) | (6.4) | ||||||||||||||||
| General & administrative | 13,380,844 | 15,304,443 | (1,923,599) | (12.6) | |||||||||||||||||||
Segment Adjusted EBITDA | $ | (6,678,297) | $ | (8,141,865) | $ | 1,463,568 | 18.0 | ||||||||||||||||
Digital Revenues decreased by $(1.3) million for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025, due to decreases in subscription revenue and product sales.
Digital Segment Adjusted EBITDA increased for the six months ended June 30, 2026, as compared to six months ended June 30, 2025, due to decreases in cost of revenues and general and administrative expenses, partially offset by a decrease in subscription revenue and product sales.
The following table reconciles Net income (loss) to Adjusted EBITDA for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025:
| 2026 | 2025 | ||||||||||
| Net income (loss) | $ | 679,081 | $ | (92,408,146) | |||||||
| Add | |||||||||||
| Depreciation | 1,091,961 | 1,471,465 | |||||||||
| Amortization | 431,359 | 89,280 | |||||||||
| Interest, net | (2,649,526) | (2,842,829) | |||||||||
| Unrealized (gain) loss on marketable securities | (1,250,876) | (1,084,844) | |||||||||
| Stock-based compensation | 6,674,202 | 4,994,794 | |||||||||
| Other corporate matters6 | — | 78,104,701 | |||||||||
| Other, net7 | 384,657 | 8,342,898 | |||||||||
| Income tax expense | — | 14,693 | |||||||||
Adjusted EBITDA8 | $ | 5,360,858 | $ | (3,317,988) | |||||||
Liquidity and Capital Resources
We had $25.9 million of cash and cash equivalents and $102.4 million in investments as of June 30, 2026. Our primary sources of liquidity includes cash on hand and available-for-sale investments. 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. All payments due in the current fiscal year have been made. As of June 30, 2026, there remains one final installment of $20.0 million due on or before January 15, 2027, for which the Company, maintains a fully funded escrow amount.
6 Comprised of certain litigation expenses, and related fees, for specific legal proceedings that we have determined are infrequent and unusual in terms of their magnitude.
7 Comprised of miscellaneous items such as derivative adjustments, income tax credits, and unrealized gains on securities
8 For a discussion of Adjusted EBITDA, see “Non-GAAP Financial Measures” below.
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The principal uses of cash that affect our liquidity position include the following: operational expenditures including production costs, marketing and promotional expenses, expenses related to broadcasting our programming, employee and facility costs, and capital expenditures to modernize our production studios.
We believe these sources of liquidity are sufficient to meet our business operating requirements and our capital expenditures for the next 12 months from the issuance date of these condensed consolidated financial statements.
Cash and Cash Equivalents
As of June 30, 2026, cash and cash equivalents balance was $25.9 million. Cash and cash equivalents consist of interest-bearing deposit accounts and money market accounts managed by third-party financial institutions, and highly liquid investments with maturities of three months or less.
The following table shows our cash flows from operating activities, investing activities and financing activities:
| Six Months Ended | Change | ||||||||||||||||||||||
| June 30, 2026 | June 30, 2025 | 2026 vs. 2025 | |||||||||||||||||||||
| Net cash (used in) provided by: | |||||||||||||||||||||||
| Operating activities | $ | (2,766,713) | $ | (38,947,863) | $ | 36,181,149 | 92.9 | % | |||||||||||||||
| Investing activities | 8,162,996 | (104,417,322) | 112,580,318 | 107.8 | % | ||||||||||||||||||
| Financing activities | 54,438 | 153,154,337 | (153,099,899) | (100.0) | % | ||||||||||||||||||
Operating Activities
Net cash used in operating activities for the six months ended June 30, 2026 was $2.8 million and was primarily due to the Company's net income, non-cash expenses, investment gains, and timing of working capital activity. Operating cash inflows were primarily a result of timing of customer collections. Operating cash outflows were primarily a result of timing of vendor payments. Further, the Company extended its international license contract during February 2026, resulting in increases to other assets and long-term liabilities for the related capitalized contract costs.
Net cash used in operating activities for the six months ended June 30, 2025 was $38.9 million and was primarily due to a net income (loss) and offset by an increase in the settlement liability and the change in fair value of warrant and derivative liability.
Investing Activities
Net cash provided by investing activities for the six months ended June 30, 2026 was $8.2 million primarily due to the proceeds from maturity of investments.
Net cash used in investing activities for the six months ended June 30, 2025 was $104.4 million primarily due to an increase in the purchase of investments offset by the maturity of certain investments.
Financing Activities
Net cash provided by financing activities for the six months June 30, 2026 was $0.1 million due to proceeds received from the exercise of stock options offset by principal payments made under finance lease obligations.
Net cash provided by financing activities for the six months June 30, 2025 was $153.2 million primarily from issuances of convertible stock and common stock in the initial public offering.
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Non-GAAP Financial Measures
In addition to our results determined in accordance with accounting principles generally accepted in the United States, or GAAP, we believe the following non-GAAP financial measure is useful in evaluating our operating performance.
Adjusted EBITDA is defined as revenues less cost of revenues and general and administrative expenses and excludes depreciation, amortization related to the incremental costs to obtain a contract, interest expense, net, impairment charges, unrealized gains (losses) on marketable securities, stock-based compensation, other corporate matters (consisting primarily of certain litigation expenses, and related fees, for specific legal proceedings and settlements that we have determined are not representative of the Company's core operating performance), other, net, and income tax expense.
Management believes that information about Adjusted EBITDA assists all users of our financial statements by allowing them to evaluate changes in the operating results of our portfolio of businesses separate from non-operational factors that affect net income, thus providing insight into both operations and the other factors that affect reported results. Adjusted EBITDA provides management, investors and equity analysts a measure to analyze the operating performance of our business and its enterprise value against historical data and competitors’ data, although historical results, including Adjusted EBITDA, may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).
Adjusted EBITDA is considered a non-GAAP financial measure and should be considered in addition to, not as a substitute for, net income, cash flow and other measures of financial performance reported in accordance with U.S. generally accepted accounting principles (“GAAP”). In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment charges, which are significant components in assessing our financial performance. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
Off-Balance Sheet Arrangements
As of June 30, 2026, we did not have any off-balance sheet arrangements.
Critical Accounting Estimates
There have been no material changes in our critical accounting policies and estimates from those disclosed in Part II; Item 7: “Management’s Discussion and Analysis of Financial Condition and Results of Operations; Critical Accounting Policies” contained in our Annual Report on Form 10-K for the year ended December 31, 2025.
JOBS Act Accounting Election
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement declared effective under the Securities Act of 1933, as amended, or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable.
We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies and we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company has exposure to two types of market risk: changes in interest rates and equity prices. The Company neither holds nor issues financial instruments for trading or hedging purposes. The following sections provide quantitative and qualitative information on the Company’s exposure to interest rate risk and equity price risk. The Company makes use of sensitivity analyses that are inherently limited in estimating actual losses in fair value that can occur from changes in market conditions.
Interest Rate Risk
We had $25.9 million of cash and cash equivalents at June 30, 2026. These amounts were generally invested in money market funds and time deposits. Interest paid on such funds fluctuates with the prevailing interest rate. Based on our cash and cash equivalents balance as of June 30, 2026, and assuming such balance remained unchanged for a full year, a hypothetical 10% increase or decrease in interest rates would increase or decrease our annual pre-tax earnings by $0.1 million. The actual impact of interest rate changes may differ from this estimate based on the timing of cash flows, changes in cash balances, investment maturities, reinvestment rates, and the terms of our money market funds and time deposits.
We had $79.8 million of U.S. Treasury securities and certificates of deposit, classified as investments and available-for-sale securities at June 30, 2026. These securities and certificates of deposit have contractual maturities ranging from 4 to 30 months, having fixed rates ranging from 3.375% to 4.5% and are held primarily for capital preservation and liquidity rather than for trading or speculative purposes. Because these securities bear fixed rates, their fair values may decline if market interest rates increase. Based on a hypothetical 10% increase or decrease in interest rates, the estimated fair value of these securities would increase or decrease by $0.2 million. Because of the short-term maturities and our intention and ability to hold the securities to maturity, we do not expect reasonably possible changes in interest rates to have a material effect on our financial condition, results of operations, or cash flows.
Equity Price Risk
A portion of our investment portfolio consists of marketable equity securities carried at fair value, with changes in fair value recognized in earnings. We had $22.3 million in marketable equity securities as of June 30, 2026, which represented the carrying value of these securities. A hypothetical 10% increase or decrease in quoted market prices as of June 30, 2026 would have resulted in an increase or decrease of $2.2 million in the fair value of these securities and would have had a corresponding effect on pre-tax earnings.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow timely decisions regarding required disclosure.
We are responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined by Exchange Act Rule 13a-15(f). Our internal controls are designed to provide reasonable assurance as to the reliability of our financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Internal control over financial reporting has inherent limitations and may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable, not absolute, assurance with respect to financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness of internal control over financial reporting may vary over time
Our management, with the participation of our CEO and CFO, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15(d)-15(e) of the Exchange Act. In addition, management evaluated the effectiveness of our internal control over financial reporting based on the criteria set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on such evaluation, our CEO and CFO have concluded that as of June 30, 2026, our disclosure
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controls and procedures were not effective due to material weaknesses in our internal control over financial reporting described below.
Because of the material weaknesses described below, management has concluded that the Company’s internal control over financial reporting was not effective as of June 30, 2026. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.
•Lack of adequate policies and procedures to support the operation of the Company’s business processes and internal control framework, including monitoring activities. In addition, the Company has not documented risk assessment procedures to set suitable objectives, identify relevant business risks, assess fraud risk, and develop associated responses to those risks. This includes designing appropriate business process controls in each of the following business cycles: revenue (including evaluation of new and modified contracts for proper accounting), period-end reporting, procure to pay, asset management, treasury, and income tax.
•Evidence is not maintained to support the review and approval of the complete population of journal entries including maintaining appropriate segregation of duties.
•Evidence is not maintained to support that certain controls were appropriately designed and implemented to ensure timely reporting of complete and accurate financial information. Specifically, the Company lacked evidence over review of subledgers and account reconciliations to ensure timely detection of material misstatements in financial statement balances and the related footnote disclosures in each of the following business cycles: revenue, period-end reporting, procure to pay, asset management, and treasury.
•Management did not fully design, implement and monitor general information technology controls in the areas related to privileged access, provisioning, terminations, user access review, vulnerability assessment and backup recovery controls and segregation of duties for systems supporting substantially all of the Company’s internal control processes. These ineffective information technology controls contributed to (i) improper segregation of duties among certain business process controls and (ii) ineffective data validation of spreadsheets and system-generated reports.
Management's Remediation Plan for Material Weaknesses in Internal Control over Financial Reporting
The Company remains actively engaged in remediation efforts and is committed to strengthening its corporate governance and internal control environment. However, each material weakness will not be considered remediated until the applicable controls have operated for a sufficient period of time and management has concluded, through testing, that such controls are operating effectively.
We have undertaken, and continue to undertake, several remediation measures designed to remediate these material weaknesses. These efforts include, among other actions, hiring additional accounting personnel with appropriate technical expertise, engaging qualified third-party advisors to assist with complex accounting and financial reporting matters, and enhancing documentation surrounding accounting policies, internal controls, and significant transactions.
We are also formalizing elements of our business processes, enhancing management oversight, and evaluating the ongoing effectiveness of our internal controls. Additional steps are being implemented to improve our financial reporting systems and to establish new or revised control procedures where necessary. The Company will continue to invest in the necessary resources to complete these remediation efforts as expeditiously as possible.
Limitations on Effectiveness of Controls and Procedures
A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. We do not expect that our disclosure controls will prevent or detect all errors and all fraud. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.
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Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with associated policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rules 13a‑15(f) and 15d‑15(f) under the Exchange Act) during the six months ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Part II - Other Information
ITEM 1. LEGAL PROCEEDINGS
The Company is subject from time to time to a number of lawsuits arising in the ordinary course of business, including claims relating to competition, intellectual property rights, alleged libel or defamation, employment and labor matters, personal injury and property damage, free speech, customer privacy, regulatory requirements, and advertising, marketing and selling practices. Please see Note 10 Legal to our condensed consolidated financial statements. Except as set forth below, the Company is currently not aware of any legal proceedings or claims that will have, individually or in the aggregate, a material adverse effect on the Company’s business, financial condition or operating results.
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. As of June 30, 2026, the remaining final installment of $20.0 million is due on or before January 15, 2027, for which the Company maintains a fully funded escrow amount.
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ITEM 1A. RISK FACTORS
The following risk factor updates the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Except as set forth below and in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, there have been no material changes to the risk factors disclosed in our Annual Report.
Risks Related to Being a Public Company
Our anticipated transition from non-accelerated filer status to accelerated filer status for our fiscal year end December 31, 2026 10-K will increase our disclosure, reporting, internal control and compliance obligations, require additional resources, and may adversely affect our ability to timely and accurately satisfy our public company reporting requirements.
We currently qualify as an emerging growth company and a non-accelerated filer and are eligible for certain scaled disclosure accommodations and longer filing deadlines. Based on the size of our public float at June 30, 2026 we expect that we may no longer qualify as a non-accelerated filer at December 31, 2026. As an accelerated filer we will be required to provide disclosures applicable to larger reporting companies. These may include additional financial statement periods and other expanded financial and nonfinancial disclosures. As an accelerated filer, we also will be subject to shorter deadlines for filing our periodic reports. Satisfying these requirements will require us to accelerate our financial close, consolidation, review, disclosure and certification processes while preparing more extensive disclosures.
The anticipated transition will increase demands on our accounting, finance, legal, information technology, internal audit and other personnel, as well as on our independent registered public accounting firm and external advisors. We expect to incur additional expenses to recruit and retain personnel with public company reporting and internal control expertise, enhance our financial reporting systems, formalize and document policies and procedures, expand management review and monitoring controls, perform additional testing, and support more extensive audit and disclosure committee procedures. These activities may divert management attention from operating and growing our business, and our expenditures may be greater than anticipated.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
During the three months ended June 30, 2026, none of our directors or executive officers adopted terminated
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ITEM 6. EXHIBITS
(a)Documents filed as part of this Quarterly Report on Form 10-Q
1.Consolidated Financial Statements: See accompanying Index to Consolidated Financial Statements.
2.Consolidated Financial Statement Schedules: Financial statement schedules are omitted either due to the absence of conditions under which they are required or because the information required is included in the notes to the Company’s Consolidated Financial Statements.
(b)Exhibit Index
| Exhibit No. | Description | Incorporated by Reference | Filed Herewith | ||||||||||||||||||||||||||
Form | File No. | Exhibit | Filing Date | ||||||||||||||||||||||||||
10-K/A | 001-42575 | 3.1 | April 2, 2025 | ||||||||||||||||||||||||||
10-K/A | 001-42575 | 3.2 | April 2, 2025 | ||||||||||||||||||||||||||
X | |||||||||||||||||||||||||||||
X | |||||||||||||||||||||||||||||
X | |||||||||||||||||||||||||||||
101.INS | Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). | X | |||||||||||||||||||||||||||
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | X | |||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File - the cover page of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 is formatted in Inline XBRL. | X | |||||||||||||||||||||||||||
*This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| NEWSMAX INC. | |||||
| Date: August 13, 2026 | /s/ Christopher Ruddy | ||||
Christopher Ruddy | |||||
Chief Executive Officer and Director | |||||
(Principal Executive Officer) | |||||
| Date: August 13, 2026 | /s/ Darryle Burnham | ||||
| Darryle Burnham | |||||
| Chief Financial Officer | |||||
| (Principal Financial Officer and Accounting Officer) | |||||
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