NMAX 10-K & 10-Q changes, risk factors and insider trading

Newsmax Media derives substantial revenues from the sale of advertising, and its ability to generate advertising revenues depends on a number of factors. The strength of the advertising market can fluctuate in response to the economic prospects of specific advertisers or industries, advertisers’ spending priorities and the economy in general. In addition, pandemics, natural and other disasters, acts of terrorism, and political uncertainties or hostilities can also lead to a reduction in advertising expenditures as a result of economic uncertainty, disrupted programming and services or reduced advertising spots due to pre-emptions.preemptions.

The levels of our traffic and engagement with our brands and content are critical to Newsmax Media’Media’s success.

Many advertisers continue to devote a substantial portion of their advertising budgets to traditional advertising, such as linear TV, radio, and print, and to advertising through digital and social media platforms. While Newsmax TV generates revenues from linear TV and distribution fees paid by MVPDs, a core segment of Newsmax Media’s business is OTT advertising. As such, the future growth of Newsmax Media’sMedia's business dependsmay depend in part on the growth of OTT advertising and on advertisers increasing their spend on advertising on its network. Although traditional TV advertisers have showed growing interest in OTT advertising, Newsmax Media cannot be certain that their interest will continue to increase or that they will not revert to traditional TV advertising, especially if the Company’s customers no longer stream TV or significantly reduce the amount of TV they stream. If advertisers or their agency relationships do not perceive meaningful benefits of OTT advertising, the market may develop more slowly than Newsmax Media expects, which could adversely impact its operating results and materially impact a core segment of its business.

Concerns over global economic conditions, instability in the banking sector, stock market volatility, energy costs, geopolitical issues, inflation and U.S. Federal Reserve interest rate increases in response, the availability and cost of credit, and slowing of economic growth in the United States and fears of a recession have contributed and may continue to contribute to economic uncertainty and diminished expectations for the global economy. Factors that affect economic conditions include the rate of unemployment, the level of consumer confidence, changes in consumer spending habits, political and sociopolitical uncertainties and potential changes in trade relationships between the U.S. and other countries. The Company also faces risks associated with the impact of weak economic conditions on advertisers, affiliates, suppliers, wholesale distributors, retailers, insurers and others with which it does business. There was uncertainty during 20232024 with potential economic downturns or recessions in parts of the United States and globally, which continued into 20242025 and 2026 with global conflicts suchincluding asconflicts between Russia-Ukraine, Israel-Hamas, and now the Russia-UkraineUnited States and Israel-Hamas wars.Iran. Due to uncertainty in inflation, we may continue to see global, industry-wide supply chain disruptions and widespread shortages of labor, materials and services. We will also continue to monitor the impacts of inflation and commodity price volatility and the effects on our business, including to our customers and our partners.

Adverse publicity or negative public perception regarding particular ingredients or products or the nutraceuticals industry in general could adversely affect the financial performance of those portions of the Company’s nutraceuticals business, Medix Health.Select.

Purchasing decisions made by consumers of our nutraceuticals may be affected by adverse publicity or negative public perception regarding particular ingredients or products or the nutraceuticals industry in general. This negative public perception may include publicity regarding the risks, efficacy, legality or quality of particular ingredients or products in general or of other companies or our products or ingredients specifically. Negative public perception may also arise from regulatory investigations, regardless of whether those investigations involve Medix Health.Select. Medix HealthSelect is highly dependent upon consumers’ perception of the safety and quality of products that contain Medix Health’sSelect’s ingredients as well as similar products distributed by other companies. Thus, the mere publication of reports asserting that such products may be harmful could have a material adverse effect on us, regardless of whether these reports are scientifically supported. Publicity related to dietary supplements may also result in increased regulatory scrutiny of our industry. Adverse publicity may have a material adverse effect on our business, financial condition, results of operations and cash flows.

The nutraceuticals industry is highly competitive, and Medix Health’sSelect’s failure to compete effectively could adversely affect its market share, financial condition, and future growth.

The industry of nutraceutical and wellness-related supplements and products we produce is highly competitive with respect to price, brand and product recognition and new product introductions. Several of Medix Health’sSelect’s competitors are larger, more established and possess greater financial, personnel, distribution and other resources. Medix HealthSelect faces competition from large nationally known manufacturers, private label brands and many smaller manufacturers of dietary and nutrition supplements; and in the mass-market distribution channel from manufacturers, major private label manufacturers and others. Private label brands at mass-market chains represent substantial sources of income for these merchants and the mass-market merchants often support their own labels at the expense of other brands. As such, the growth of Medix Health’sSelects’s current and planned products within the nutraceutical industry are highly competitive and uncertain. If Medix HealthSelect cannot compete effectively, Medix HealthSelect may not be profitable.

Any interruption to Medix Health’sSelect’s distribution channels for its planned products or in its warehousing facilities could adversely affect its sales and results of operations.

Any interruption to Medix Health’sSelect’s distribution channels for Medix Health’sSelect’s products for any reason, such as disruption of distribution channels as a result of weather, terrorism or acts of war, fire, earthquake, or other national disaster, a work stoppage or other labor-related disruption, could adversely affect Medix Health’sSelect’s sales and results of operations. Additionally, if there is any unexpected interruption to our warehousing facilities, for any reason, such as loss of certifications or licenses, as a result of weather, terrorism or acts of war, fire, earthquake, or other national disaster, a work stoppage or other labor-related disruption, electrical outages, or other events, it could result in significant reductions to our sales and margins and could have a material adverse effect on our business, financial condition or results of operations.

The purchase of many of Medix Health’sSelect’s nutraceutical products are discretionary and may be negatively impacted by adverse trends in the general economy and make it more difficult for Medix HealthSelect to generate revenues.

Medix Health’sSelects’s business is affected by general economic conditions since Medix Health’sSelect’s current and planned products are discretionary and Medix HealthSelect depends, to a significant extent, upon a number of factors relating to discretionary consumer spending. These factors include economic conditions and perceptions of such conditions by consumers, employment rates, the level of consumers’ disposable income, business conditions, interest rates, consumer debt levels and availability of credit. Consumer spending on Medix Health’sSelect’s current and planned products may be adversely affected by changes in general economic conditions. Medix Health’sSelect’s operating results are impacted by the health of the North American economies. Medix Health’sSelect’s business and financial performance may be adversely affected by current and future economic conditions, such as a reduction in the availability of credit, financial market volatility or recession. Additionally, we may experience difficulties in scaling our operations to react to economic pressures in the United States.

The Company’s nutraceuticals business, Medix Health,Select is subject to inherent risks relating to product liability and personal injury claims, its quality control processes may fail to detect issues in the ingredients used in its products and the Company’s product liability insurance may be insufficient to cover possible claims against us which would adversely affect Medix Health’s operating results.

Medix HealthSelect sells nutraceuticals for human consumption or contact. These products involve risks such as contamination or spoilage, tampering, defects, and other adulteration. If the consumption or use of Medix Health’sSelect’s products causes product damage, injury, illness, or death, we may be subject to liability, including class action lawsuits and other civil and governmental litigation. We are also subject to product liability claims involving products containing diacetyl and related chemicals. While Medix HealthSelect is covered by product liability insurance, the costs relating to any product liability claims could be substantial, and its insurance may not be sufficient to cover all losses related to any product liability claims. From time to time, we or Medix Health’sSelect’s customers may withdraw or recall products in the event of contamination, product defects, or perceived quality problems. If Medix Health’sSelect’s customers withdraw or recall products related to ingredients that we provide to them, as has occurred in the past, they may make claims against us.

Cloud services, content delivery and other networks, information systems and other technologies that the Company or its vendors or other partners use, including technology systems used in connection with the production and distribution of our content (the “Systems”), are critical to the Company’s business activities, and shutdowns or disruptions of, and cybersecurity attacks on, the Systems pose increasing risks. Disruptions to the Systems, such as computer hacking and phishing, theft, computer viruses, ransomware, worms or other destructive software, process breakdowns, denial of service attacks or other malicious activities, as well as power outages, natural or other disasters (including extreme weather), terrorist activities or human error, may affect the Systems and could result in disruption of our services, misappropriation, misuse, alteration, theft, loss, leakage, falsification, and accidental or premature release or improper disclosure of confidential or other information, including intellectual property and personal data (of third parties, employees and users of our streaming services and other digital properties) contained on the Systems. While the Company continues to develop, implement and maintain security measures seeking to prevent unauthorized access to or misuse of the Systems, such efforts are costly, require ongoing monitoring and updating and may not be successful in preventing these events from occurring given that the techniques used to access, disable or degrade service or sabotage systems change frequently and become more sophisticated and targeted. In addition, the Company’s recovery and business continuity plans may not be adequate to address any cybersecurity incidents that occur. The Company’s high profile programming and their extensive news coverage of elections, sociopolitical events and public controversies subject the Company to heightened cybersecurity risks. Although no cybersecurity incident has been material to the Company’s businesses as of the date of this Annual Report, we expect to continue to be subject to cybersecurity threats and there can be no assurance that we will not experience a material incident. Any cybersecurity incidents which result in the unauthorized access to or acquisition, use, or disclosure of personal information could result in a disruption of our operations, customer or advertiser dissatisfaction, damage to our reputation or brands, regulatory investigations, claims, lawsuits or loss of customers or revenue, and we may also be subject to liability under relevant contractual obligations and laws and regulations protecting personal data and may be required to expend significant resources to defend, remedy and/or address any incidents. The Company may not have adequate insurance coverage to compensate them for any losses that may occur, and in any event, insurance coverage would not address the reputational damage that could result from a security incident.

The Company is subject to U.S. federal and state laws, as well as laws from other countries, relating to the collection, use, disclosure, and security of personal information. For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act, imposes broad obligations on businesses’ collection, use, handling, and disclosure of personal information of California residents and imposes fines for noncompliance. The potential effects of this legislation are far-reaching and may require us to modify our data processing practices and policies and incur substantial costs and expenses in compliance and potential ligationlitigation efforts. In addition to California, other states have passed or introduced similar privacy legislation, including Virginia, Colorado, Connecticut, Florida, Iowa, Indiana, Kentucky, Tennessee, Montana, New Hampshire, New Jersey, Oregon, Delaware, Utah, and Texas. We cannot yet determine the impact that these future laws and regulations may have on our business. In addition, the FTC and state attorneys general and other regulators have made privacy and data security an enforcement focus.

Further, following the withdrawal of the UK from the EU and the expiry of the transition period, from January 1, 2021, weWe must comply with the GDPR as implemented in the UK, which together with the amended United Kingdom Data Protection Act 2018 (together, the “UK GDPR”), retains in large part the GDPR in UK national law. The UK GDPR mirrors the fines under the GDPR, e.g., the Company could be fined up to the greater of €20 million/17.5 million pounds or 4% of global turnover under each regime. The relationship between the UK and the EU in relation to certain aspects of data protection law remains unclear, and it is unclear how UK data protection laws and regulations will develop in the medium- to longer-term following the UK government’s recent consultation on proposals for wide-ranging reform to the UK GDPR, and how data transfers to and from the UK will be regulated in the long term after expiry of the EU-UK adequacy decision in June 2025. These changes may lead to additional compliance costs and could increase the Company’s overall risk exposure.

The Company is subject to a variety of regulations in the jurisdictions in which its businesses operate. In general, the television broadcasting and traditional MVPD industries in the U.S. are highly regulated by federal laws and regulations issued and administered by various federal agencies. Our program services and online properties are subject to a variety of laws and regulations, including those relating to issues such as content regulation, user privacy and data protection, and consumer protection. Further, the United States Congress, the Federal Communications Commission and state legislatures currently have under consideration, and may in the future adopt, new laws, regulations and policies regarding a wide variety of matters, including technological changes and measures relating to network neutrality, privacy and data security, which could, directly or indirectly, affect the operations and ownership of the Company’s media properties. For example, ongoing legislative and regulatory developments regarding the FCC's 39% national television ownership cap, including potential actions by Congress or the FCC to increase or eliminate this limit, may lead to further industry consolidation and a concentration of market reach among dominant broadcast groups that could erode our relative bargaining position in securing or maintaining favorable distribution terms. Any restrictions on political or other advertising may adversely affect the Company’s advertising revenues. In addition, some policymakers maintain that traditional MVPDs should be required to offer a la carte programming to subscribers on a network by network basis or “family friendly” programming tiers. Unbundling packages of program services may increase both competition for carriage on distribution platforms and marketing expenses, which could adversely affect the business, financial condition and results of operations of the Company’s cable networks. The threat of regulatory action or increased scrutiny that deters certain advertisers from advertising or reaching their intended audiences could adversely affect advertising revenue. Similarly, new federal or state laws or regulations or changes in interpretations of federal or state law or in regulations imposed by the U.S. government could require changes in the operations or ownership of our business and have a material adverse effect on our business, financial condition or results of operations.

An “ownership change” could limit our ability to utilize tax loss and credit carryforwards to ofoff set future taxable income.

Newsmax Media and its other Subsidiaries may be, and in the past have been, subject to unfavorable litigation that could require it to pay significant amounts, lead to onerous operating procedures or have a material adverse effect on the Company’s financial position, results of operations and cash flows.

Additionally, inIn 2023, a counterparty to a commercial agreement with Newsmax asserted various legal contractual and non-contractual claims against Newsmax, including breach of contract claims and claims that Newsmax violated certain federal and state laws. In March 2023, Newsmax and the counterparty entered into a settlement agreement to resolve these claims prior to the commencement of any litigation against Newsmax.litigation. In addition, the parties also entered into an amendment to their commercial agreement. As of MarchDecember 31, 2025, and pursuant to the payment schedule associated with this settlement agreement, the Company has a total of $34.0$29.6 million remaining to be paid over time.

The Company is subject to a variety of laws and regulations, both in the U.S. and/or in the foreign jurisdictions in which the Company, the Company and/or its partners operate, including laws and regulations relating to intellectual property, content regulation, user privacy, data protection, anti-corruption, repatriation of profits, tax regimes, quotas, tariffs or other trade barriers, currency exchange controls, operating license and permit requirements, restrictions on foreign ownership or investment, anticompetitive conduct, export and market access restrictions, and exceptions to and limitations on copyright and censorship, among others. The television broadcasting and cable programming industries in the U.S. are highly regulated by U.S. federal laws and regulations issued and administered by various federal agencies.

Investing in the our securities is a highly speculative investment and could result in the loss of your entire investment.

Except for dividends paid to holders of shares of the Company’s preferred stock upon the conversion of preferred stock upon the completion of its privatePrivate placement of securities in February 27, 2025,Placement, Newsmax Inc. has never declared or paid cash dividends on its capital stock. We intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends on our securities in the foreseeable future.

As of March 28,19, 2025,2026, the Chief Executive Officer of Newsmax Inc., Christopher Ruddy, holds 39,239,297 shares of Class A Common Stock. Each share of Class A Common Stock gives the holder ten votes per share. Each share of Class B Common Stock is entitled to one vote per share. Accordingly, Mr. Ruddy holds approximately 81.5% of the voting stock of the Company. As a result, Newsmax Inc.’s officers, directors, and stockholders who own 10% or more of Newsmax Inc.’s securities and collectively own directly or indirectly a majority of the voting stock of Newsmax Inc. Subject to fiduciary duties owed to Newsmax Inc.’s other owners or investors under Florida law, inMr. theRuddy casemay of Newsmax Inc.’s officers and directors, these stockholders arebe able to exercise significant influence over matters requiring owner approval such as mergers, consolidations and sales of all or substantially all of Newsmax Inc.’s assets, including the election of directors or managers and approval of significant company transactions, and have significant control over Newsmax Inc.’s management and policies. TheseMr. control personsRuddy may have interests that are different from yours. For example, theyhe may support proposals and actions with which you may disagree. The concentration of ownership of Newsmax Inc.’s voting securities could delay or prevent a change in control of Newsmax Inc. or otherwise discourage a potential acquirer from attempting to obtain control of Newsmax Inc., which in turn could reduce the price potential investors are willing to pay for Newsmax Inc.

. In order to continue listing the Shares on NYSE, we must maintain certain financial, distribution and stock price levels and must maintain a minimum number of holders of Shares.

Our Amended and Restated Articles of Incorporation, our Amended and Restated Bylaws, and Florida law could make it more difficult for a third party to acquire us, even if closing such a transaction would be beneficial to our stockholders. Our Amended and Restated Articles of Incorporation authorizes our board of directors to create and issue rights entitling our shareholders to purchase shares of our stock or other securities. The ability of our board of directors to establish the rights and issue substantial amounts of preferred stock without the need for shareholder approval may delay or deter a change in control of us.

As a smaller reporting company and an an emerging growth company, we are able to take advantage of certain exemptions from disclosure requirements including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements that we will be required to file with the SEC. We cannot predict if investors will find the Shares less attractive because we may rely on these exemptions. If some investors find the Shares less attractive as a result, there may be a less active trading market for the Shares, and our share price may be lower or more volatile.

We have been a private company with limited operating scale. As of MarchDecember 31, 2025, we dodid not have the appropriate accounting personnel to adequately execute our accounting processes and other supervisory resources with which to address our internal control over financial reporting and IT personnel to ensure compliance with cybersecurity disclosure requirements imposed by the SEC. We may need to hire additional personnel and put in place protocols necessary to implement appropriate accounting policies, processes and controls, and privacy and cybersecurity policies, to address the anticipated change in the scale of our operations. However, we cannot assure you that the measures we have taken to date, and actions we plan to take in the future, will be sufficient to prevent or avoid potential future material weaknesses in our controls.

We have startedinitiated remediatingoperational efforts to remediate the material weaknesses described above in 2024 and continuingwill continue these remediation effortsuntil in 2025 and beyond.complete. We have initiated and started implementing several remediation measures including, but not limited to, hiring additional accounting staff with the requisite background and knowledge, engaging third parties to assist in complying with the accounting and financial reporting requirements related to significant and complex transactions as well as adding personnel to assist Newsmax Inc. with formalizing its business process, accounting policies and internal control documentation, strengthening supervisory reviews by our management team, and evaluating the effectiveness of our internal controls. While our efforts are ongoing, we plan to take additional steps to remediate the material weaknesses, improve our financial reporting systems, and implement new policies, procedures, and controls. However, we cannot be certain that our efforts will successfully remediate our material weaknesses.

NewsmaxDue Inc.’sto futurecontinued compliancematerial withweakness Sectionremediation 404uncertainty, ofwe may in the Sarbanes-Oxley Act may require that it incur substantial accounting expense and expend significant management efforts. Newsmax Inc. mayfuture not be able to complete itour evaluation, testing and any required remediation in a timely fashion. During theour evaluation and testing process, if Newsmax Inc. identifies one or more material weaknesses in its internal control over financial reporting, it may be unable to assert that its internal control over financial reporting is effective. Any failure to maintain internal control over financial reporting could severely inhibit Newsmax Inc.’s ability to accurately report our financial condition, results of operations or cash flows. If Newsmax Inc. is unable to conclude that its internal control over financial reporting is effective after it becomes a public reporting company,effective, it could lose investor confidence in the accuracy and completeness of its financial reports, the value of the Shares could decline, and it could be subject to sanctions or investigations by regulatory authorities. Failure to remediate any material weakness in Newsmax Inc.’s internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict Newsmax Inc.’s future access to the capital markets.

Founded in 1998 as a digital media brand, Newsmax Inc. entered the cable news market in 2014. Since then, the network has had an astonishing rise, climbing into the top tier of cable channels, and is now the fourth highest-rated cable news channel in the United States, just behind CNN. AccordingWe tohave Nielsen,developed a significant audience, reaching over 58 million Americans each month through its television broadcasts and multi-platform content, and has demonstrated remarkable growth. As of December 31, 2025 revenues are up 353% since 2019. In June 2024, a Reuters global survey of media found Newsmax Inc. was one of the nation’s “top news brands,” identifying the network as one of only 12 major media outlets Americans are turning to regularly. For the second year in a row, Newsmax was voted the "most trusted" cable news channel to see ratings growth across all day partsoutlet in 2023,the withnation prime-timeby upattendees 42% in total viewers. Q1 2024 also saw an impressive 137% rise in prime-time ratings, compared toat the same2025 periodConservative lastPolitical year.Action Conference.

Newsmax Inc. is a holding company that owns 100% of the equity interests of its operating company Newsmax MediaMedia, Inc. and the other Subsidiaries operate the businesses described in this Annual Report, and none of those businesses are operated by Newsmax Inc.

Newsmax Inc. is a television broadcaster and multi-platform content publisher that produces original news and editorial content for consumers through various media outlets, including through its TV news channels, digital and print publications, its popular website Newsmax.com and affiliated sites, its syndicated radio show and podcastspodcasts, social media accounts and other platforms in order to sell advertising to third-party marketers as well as offering paid subscriptions to more than a dozen digital and print products sold by Newsmax Media. Newsmax MediaBroadcasting contentcontent, notably its Newsmax channel, is carried by all major linear cable and satellite pay TV platforms, or MVPDs for theMVPDs. Newsmax andBroadcasting also airs its World at War channels,military documentary channel on several MVPDs. Newsmax2, Newsmax Broadcasting's free streaming and mostFAST overchannel theis carried on almost all top (“OTT”) streaming platforms for its free ad-supported streaming television service (“FAST”) channel Newsmax2, makingplatforms. Newsmax MediaBroadcasting's TV content is now available to over 100 million homes in the U.S. In addition, international companies have licensed Newsmax Media’sBroadcasting’s channels and brand for regional, national and local television and digital media purposes. Certain licensing agreements currently in place have allowed Newsmax Media’sBroadcasting’s partners to provide cable television and digital news under the Newsmax Media brand to viewers in several European countries, including Republic of Serbia, Republic of Croatia, Bosnia and Herzegovina, Montenegro, North Macedonia, SloveniaSlovenia, Albania, Hungary, Poland, Bulgaria, Slovakia, Romania, and Albania.the Czech Republic.

Newsmax Inc. operates several business lines through its subsidiaries and divisions, creating a synergistic effect on audience growth, revenues and customer acquisition. These business lines are grouped into 2two separate reportable segments which consist of Broadcasting and Digital:

•Broadcasting - The broadcast segment of the Company’sour business produces and licenses news, business news and lifestyle content for distribution primarily through multichannel video programming distributors (“MVPDs”) including cable television systems, direct broadcast satellite operators and telecommunication companies, primarily in the United States, generating revenue through (1) placement of advertisements on our broadcast content, (2) subscriptions to our broadcast content, and (3) affiliate fees from the MVPDs. The components of Broadcasting are as follows:

•Newsmax Broadcasting LLC provides programming through three channels, Newsmax, Newsmax2, and World at War. Newsmax and World at War are linear cable channels available on pay TV services, and Newsmax2, is a free streaming channel. Both Newsmax and Newsmax2 offer 24/7 television news and informational programming channels which are distributed through both cable and digital streaming platforms. World at War offers 24/7 historical documentaries and movies that have a primary focus on the wars of the past 150 years and the people who fought them.

•Newsmax Radio LLC provides programming through a syndicated radio"Rob showCarson Show" as well as widely-available podcasts. These podcasts include “The Newsmax Daily with Tony Marino,” a talk show with radio personality Gerry Callahan and “Greg Kelly Reports” with its TV host Greg Kelly.

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

•Humanix Publishing LLC is a print and e-book publishing house that publishes books in the areas of politics, health, personal finance, history, religion and current affairs. Under Newsmax ownership, Humanix Publishing has published approximately 100 titles, including aseven New York Times bestseller.bestsellers. TheWe Companyuse usesour published books as free premiums when offering subscriptions to their publications, including Newsmax Magazine and theirour health and financial newsletters.

•Medix Health, LLCSelect offers and sells 22 nutraceutical products. Medix Health’sSelect’s products are aimed at Newsmax Media’s core demographic of consumers and cross-sold through Newsmax Media’s health newsletters. These supplements have been certified as compliant with current Good Manufacturing Practices by The Natural Products Association and are typically formulated by medical doctors who also write and edit Newsmax Media’s health newsletters. Newsmax Media retains all intellectual property rights to the supplement formulations created for Medix Health.Select. The natural supplements seek to help customers alleviate pain, reduce blood glucose, prevent heart disease, improve energy and mental acuity, and, in general, improve overall wellness. All Medix HealthSelect supplements are manufactured at third-party manufacturing facilities that are FDA registered and meet current Good Manufacturing Practices standards. All Medix HealthSelect supplements are offered online and are usually purchased as part of a recurring subscription program.

•Newsmax Media Digital Advertising handles advertising and marketing offers and sales to third party companies and agencies associated with our digital segment. Newsmax Digital Advertising sells placements for display and native website ads, email sponsorships in Newsmax News Alerts, sponsorships for SMS/text and push notification, print ads for our magazine,Newsmax Magazine, inserts for our newsletters, and podcast offerings.

•Newsmax Publications publishes and manages Newsmax Media’s paid subscription business.business with over 300,000 subscribers. This subsidiarydivision currently publishes Newsmax Magazine, five health newsletters including Health Radar, Dr. Crandall’s Heart & Health; The Blaylock Wellness Report; financial newsletters including The Dividend Machine, High Income Factor and Financial Intelligence Report, and Newsmax Platinum, our online publication. This subsidiary has over 300,000 subscribers to its paid publications.

•ROI Media Strategies LLC provides media buying and strategy services to third party companies and agencies, helping small companies to market their offerings across all channels of marketing, including email, broadcast, podcasts, digital, and print.

•Crown Atlantic Insurance LLC is an insurance agency licensed in 50 states of the U.S. and the District of Columbia with an emphasis on life insurance and retirement solutions. Newsmax Media’s subsidiaries use Crown Atlantic Insurance LLC for the purposes of marketing annuities, life insurance and other insurance offerings across their platforms. The Company is not currently marketing such products but expects to in the near future.

Newsmax Media has been a leader in digital news and with the continued growth of its television service, plans to continue to invest in online content and offerings. Additionally, Newsmax Broadcastings plans additional talent acquisition and programming efforts that we expect towill raise the profile and visibility of the Newsmax Mediabrand and its affiliates to a broader audience. With expanded content offerings, Newsmax Media plans to expand its reach and value to audiences through traditional platform and direct-to-consumer services.

Newsmax Media will continue to focus on creating high-quality content delivered through diversified publishing platforms that offers value to its audience, advertisers and distribution partners. As a live linear content service,on cable, the Newsmax Mediachannel seekscontinues to offer a unique perspective and voice that resonates with audiences across those platforms and further develop a dedicated and loyal audience.

•Newsmax Media’sBroadcasting’s key goals are to maximize its subscriber penetration on traditional cable platforms, growing its subscription base for Newsmax+, while increasing audiences for its news channels, Newsmax, Newsmax2 and World at War, develop its footprint in international markets - all while creating additional revenue opportunities through advertising sales. Newsmax Media and Newsmax Broadcasting will also further develop its delivery strategies on emerging content and social platforms to increase interaction with its audience.

•Newsmax, as a relatively new network, has potential for additional distribution growth, and growth of its advertising and affiliate fee revenue, which iswas a new revenue stream that began in 2023.2024. Linear TVPay-TV is primarily driven by live sports, news and events, and as media companies continue to focus on expanding their streaming service offerings, news consumption has risen in importance.

The Company’sOur broadcast segment derives the majority of its revenues from advertising. For the year ended December 31, 2024,2025, the Companywe generated revenues of approximately $171.0$189.3 million, of which 63.8%63.6% was generated from advertising in the broadcast and digital segments, 15.6%16.2% was generated from affiliate fee revenue, 15.7%14.5% was generated from subscriptions for publications including Newsmax+ and 4.9%5.7% was generated from other lines of business which are primarily e-commerce sales of nutraceuticals, books and licensing fees.

For the year ended December 31, 2023,2024, the Companywe generated revenues of $135.3$171.0 million, of which approximately 79.3%63.8% was generated from advertising in the broadcast and digital segments, approximately15.6% 13.4%was generated from affiliate fee revenue, 15.7% was generated from subscriptions for publications including Newsmax+, approximatelyand 5.5%4.9% was generated from other lines of business which are primarily e-commerce sales of nutraceuticals, books and licensing fee and approximately 1.8% was generated from affiliate fees.

The cable network programming and television industries continue to evolve rapidly, with changes in technology leading to alternative methods for the delivery and storage of digital content. These technological advancements have driven changes in consumer behavior as consumers now have more control over when, where and how they consume content. Consumer preferences have evolved toward lower cost alternatives, including direct-to-consumer offerings. These changes in technologies and consumer behavior have contributed to declines in the number of subscribers to MVPD services, and these declines are expected to continue and possibly accelerate in the future. Still, Newsmax sees its valuable live news content as a key driver in the Pay-TV ecosystem, which we expect will remain profitable for the foreseeable future.

TheWe Company operatesoperate in a highly competitive industry and its performance is dependent, to a large extent, on the impact of changes in consumer behavior as a result of new technologies, the sale of advertising, the maintenance, renewal and terms of its carriage, affiliation and content agreements and programming rights, the popularity of its content, general economic conditions (including financial market conditions), the Company’sour ability to manage itsour businesses effectively, and its relative strength and leverage in the industry. For more information, see “Risk Factors.”

Advertising revenue is derived from the sale of advertising on the Company’sour cable television, email database, in the Company’sour magazine and related publications, or on the Company’sour website. Revenue related to the sale of advertising in the broadcastbroadcasting segment is recognized at the time of broadcast. Revenue related to the Company'sour digital segment is recognized when display or other digital advertisementsadvertisement recordrecords impressionsare placed on the various digital media. Revenue related to the Company'sour magazine and related publications is recognized when the ad is displayed in the printed document. Each advertisement insertion order is determined to be a distinct performance obligation that is satisfied at the point in time when such advertisements are published/aired. TheWe Company recordsrecord revenue from contracts that are entered into between the Companyus and itsour customers, primarily advertising agencies and direct advertisers, at the amount charged for the services. Advertising contracts, which are generally short-term, are billed monthly for the services provided during the month, with payments due shortly thereafter. Cash payments received prior to services rendered result in deferred revenue, which is then recognized as revenue when the advertising time or space is actually provided.

TheWe Companyalso entersenter into agreements with over-the-top distribution platforms to distribute the Company’sour news channel. Pursuant to the Company’sour distribution agreements, advertising revenues are earned based on an allocation of the fee determined by the number of impressions received. These contracts represent a single performance obligation recognized over time under the series guidance. Revenue is recognized upon delivery of the content over the course of an over-the-top distribution agreement term based on time elapsed, as this best depicts the simultaneous consumption and delivery of the services. TheWe Company billsbill OTT customers monthly over the life of the contract. TheWe Company hashave 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 balance sheets.

TheWe Company generatesgenerate affiliate fee revenue from agreements with MVPDs for cable network. Affiliate fee revenue is recognized as we continuously make the programming available to the customer over the term of the agreement. 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. Affiliate contracts are generally multi-year contracts billed monthly with payments due shortly thereafter.monthly.

TheWe Company sellssell magazines to consumers through subscriptions. Each subscription is determined to be a distinct performance obligation that is satisfied over the term of the subscription, normally one (1) to five (5) years. Payments for subscriptions received in advance of the publication are recorded as deferred revenue and recognized as incomerevenue over the contract term, as this best represents the transfer of control of the services to the consumer. TheWe Company recordsrecord taxes collected from customers and remittedremits to governmental authorities on a net basis.

In 2023, the Company launched Newsmax+ which is a subscription service that provides the Company’sour broadcast content directly to consumers either on a monthly or annual basis. Monthly subscriptions are recognized as incomerevenue in the month it was earned. Annual subscriptions are initially recorded as deferred revenue when payment is received and recognized as incomerevenue ratably on a monthly basis over the term of the contract each month.contract.

Product sales are derived from the sales of books, audio and video, dietary supplements, television production and distribution, and other items advertised on the Company’sour website. Supplement, books, media and other product sales are recognized at the point in time control transfers to the customer, which is when the product is shipped. AllowancesAn are consideredestimate for estimatedallowances is determined for returns and refunds at the point in time when revenue is recognized. TheWe Company recordsrecord taxes collected from customers and remittedremits to governmental authorities on a net basis.

As a practical expedient, thewe Company recognizesrecognize any incremental costs of obtaining contracts as expense as the amortization period is considered to be a year or less. AsAlso as a practical expedient, thewe Company accountsaccount for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products.

General and administrative expense consists of compensation-related expenses for corporate employees. Also, it consists of expenses for advertising, facilities, professional services fees, insurance costs, legal orfees, other public company costs, corporate costs, other corporate costs,matters consisting principally of litigation and settlements, and other general overhead costs.

DefamationLitigation and Disparagement ClaimsSettlements

From time to time, thewe Company isare subject to lawsuits alleging defamation or disparagement. These include lawsuits filed by Smartmatic USA Corp. and certain of its affiliates (collectively, “Smartmatic”) and Dominion Voting Systems, Inc. and certain of its affiliates (collectively, “Dominion”) filed during 2021.2023. TheThese Smartmaticexpenses complaint sought an unspecified amount of damages while the Dominion complaint is seeking $1.6 billion in damages. On September 26, 2024, the Company entered into a settlement agreement with Smartmatic pursuant to which the parties agreed to resolve the lawsuits among them. The Company agreed to pay a settlement of approximately $40 million payable over time and granted a five year warrant to purchase 2,000 shares of Series B preferred stock at an exercise price of $5,000 per share , which is included in other corporate matters in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended December 31, 2024 andare recorded as accruedpart of general and administrative expenses onin theour Consolidatedconsolidated Balance Sheet with a balancestatement of $20 million as of December 31, 2024.operations.

Revenues increased by approximately $35.7$18.2 million, or 26.4%,10.7%, for the year ended December 31, 2024,2025, compared to the year ended December 31, 2023.2024. Advertising revenue increased by approximately $11.2 million as a result of higher linear cable and satellite advertising from higher Nielsen ratings in key dayparts offset by reductions in digital advertising driven by coming out of a political voting year. Affiliate fee revenues increased by approximately $24$4.0 million due to new contractual relationships starting,as principallywell inas Novemberrate 2023.increases for renewals. Subscription revenue increased by approximately $9$0.6 million duewith increases to the launch of Newsmax+ streaming service that started in November 2023 but was offset by reductions in publication subscriptions due to decreased new customer acquisition. Product Sales decreased by approximately $(0.4) million due to lower nutraceutical sales as a result of decreased new customer acquisition. AdvertisingOther revenue increased by approximately $1.8$1.2 million dueprimarily driven by new international license deals. Product Sales increased by approximately $1.2 million as compared to higherprior linearyear cableprimarily driven by several books including Pagan Threat and satelliteBe advertisingSmart revenuePay dueZero to higher Nielsen ratings but was offset by reductions in OTT revenue resulting from the launch of Newsmax 2 in November 2023.Taxes.

Cost of revenues increased by approximately $7.5$21.8 million, or 9.5%,23.4%, for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. ThePayroll increaseand wasproduction-related due toexpenses increased by $13.5 million, primarily reflecting strategic investments in headcount, programming and production costscapabilities onto support the ongoing expansion and enhancement of our maincontent Newsmaxoffering. TVOther channelactivity asincludes wellstock-based ascompensation investmentexpense intoof Newsmax$7.0 2million, fortransmission OTTexpense toof build$1.5 outmillion theand programmingremote toshoots betterof monetize$1.0 Newsmax 2 on FAST channels. These increases weremillion offset by reductionsa decrease in distribution and carriage costs of approximately$1.2 $2.3 million and approximately $0.9 million in royalty and product fulfillment costs for the period.million.

Gross profit increaseddecreased by approximately $28.2$3.6 million, or 50.6%,4.6%, for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. Gross profit as a percent of revenues increaseddecreased to 49.1%39.3% for the year ended December 31, 20242025 from 41.3%45.6% for the year ended December 31, 2023.2024. Gross profit increaseddecreased mainly due to thean additionincrease in cost of affiliatesales feerelated to production head count and Newsmax+stock-based revenue streams.compensation.

General and administrative expense increased by approximately $52.9$26.5 million or 52.5%,17.9%, for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. The increase was primarilydriven dueby increases in legal settlement expense along with increased marketing costs, travel expense related to thenews settlementcoverage, ofstock-based the Smartmatic lawsuitcompensation, and associatedprofessional and legal feesservices ofaround $76.9 million. These increases were offset bybecoming a decreasepublic in impairment costs where the Company recognized a $23.9 million impairment of the capitalized upfront costs associated with a business agreement with a commercial counterparty in 2023 and no subsequent impairment in 2024.company.

Other (expense) income net decreased by approximately $(6)$2.7 million, or 170.8%,115.2%, for the year ended December 31, 20242025 compared to the year ended December 31, 2023.2024. The decrease was primarily due to lossincreases in income items interest and dividend income as well as increases in unrealized gains on embeddedmarketable derivativessecurities offset by non-cash mark to market adjustments for the derivative and warrant liability of $2.2 million versus the income related to income tax credits and unrealized gain on securities recognized in 2023..liabilities.

The following tables set forth the Company’sour Revenues and Segment Adjusted EBITDA for the year ended December 31, 2024,2025, as compared to the year ended December 31, 20232024:

Broadcast RevenuesRevenues, from our key segment for the Company, increased by $38.0$22.6 million for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, due to an increase in affiliate fee revenue of approximately $24.3 million, which is attributed to significant new contractual relationships starting principally in November 2023, advertising revenue of approximately $1.0$14.9 million due to higher ratings in key dayparts and pricing,pricing and expanded reach from new affiliate agreements, affiliate fee revenue of approximately $4.0 million which is attributed to new contractual relationships starting later in 2024 as well as rate increases for 2025 and due to subscription revenue of approximately $11.5$2.5 million from Newsmax+ which launched in November 2023 and licensing revenue of approximately $1.3 million..

Broadcast Segment Adjusted EBITDA increaseddecreased for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, primarily due to ana increaseincreases in gross profit driven by the additioncost of affiliaterevenues feeand revenueG&A whichexpense didrelated not require a significant increase in expense. Other factors that affected segment adjusted EBITDA areto increased 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 onof FAST channels. Additional increases consisted of marketing for TV, audit, consulting and legal fees associated with becoming a public company and costs associated with coverage of the funeral for Pope Francis and the papal conclave for the election of Pope Leo XIV and the death of Charlie Kirk. These expense increases were offset by reductions in distribution and carriage costs, OTTfulfillment transmission expenses, marketing for TV promotioncosts and badbank debt expense.fees.

Digital Revenues decreased by $(2.3)$4.4 million for the year ended December 31, 2024,2025, as compared to the year ended December 31, 2023,2024, due to decreases in advertising revenue of approximately $3.7 million and subscription revenue and e-commerce nutraceutical sales as a result of decreasedapproximately marketing$1.9 for new customer acquisitions which weremillion offset by increasedincreases advertisingin revenueproduct duesales toof higherapproximately page$1.2 viewsmillion. andSuch CPM’sdecreases associatedare withnot unusual in the newsyear cycle.after a U.S. presidential election.

The following risk factor updates the risk factors previously disclosed in our most recent Annual Report. Please refer to Part I, Item 1.A1A Risk Factors inof our Annual Report on Form 10-K for the fiscal year ended December 31, 20252025. Except as set forth below and in our Quarterly Report on Form 10-Q for otherthe risksquarter relatedended March 31, 2026, there have been no material changes to the risk factors disclosed in our business.Annual Report.

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 MarchJune 31,30, 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.

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 27%17% and 15% comparing the three and six months ended MarchJune 31,30, 20262026, respectively compared to the same period in 2024.2025. 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. Newsmax Ukraine launched in February 2026.

Three months ended MarchJune 31,30, 2026, versus MarchJune 31,30, 2025

The following table sets forth our results of operations data for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025:

Revenues increased by $6.4$7.7 million, or 14.0%,16.5%, for the three months ended MarchJune 31,30, 2026, compared to the three months ended MarchJune 31,30, 2025. Affiliate fee revenues increased by $5.6$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 $3.0$3.9 million due to an amendment of one of our licensing agreements that increased the rate and duration of the partnershiparrangement in February 2026. Advertising revenue decreased by $(1.71.1) 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 $(0.60.7) 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 $5.9$2.0 million, or 22.8%,6.9%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 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. Other drivers related to the increase include stock-based compensation expense, additional costs for remote shoots to cover global news events and increase in advertising service platform costs.

Gross profit increased by $0.5$5.7 million, or 2.4%,32.3%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. Gross profit as a percent of revenues decreasedincreased to 38.6%43.1% for the three months ended MarchJune 31,30, 2026 from 43.0%38.0% for the three months ended MarchJune 31,30, 2025. Gross profit percentage decreasedincreased mainly due to costsincreases ofin revenuesrates increasingfor atboth aaffiliate faster rate than total revenues. The decline is also attributable to higher productionfee and contentlicensing costs, as well as changes in the product mix.revenues.

General and administrative expense decreased by $(6.672.0) million or (21.476.6)%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The decrease was primarily driven by the reduction of legal expenses related to the settlement of legal matters in 2025.

Other Income (Expense),Income, Net

Other income (expense),income, net increased by $7.9$0.3 million, or 140.3%,26.0%, for the three months ended MarchJune 31,30, 2026 compared to the three months ended MarchJune 31,30, 2025. The increase was primarily driven by an increase in unrealized gains on marketable securities offset by decreases in interest and dividend income as well as a reduction of one-time expenses incurred in 2025 related to becoming a publicly traded company.income.

The following tables set forth our Revenues and Segment EBITDA for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025:

Broadcasting Revenues increased by $7.5$7.8 million for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025, due to an increase in affiliate fee revenue of $5.6$6.0 million, which is attributed to new contractual relationships starting later in 2025 as well as rate increases in late 2025 and 2026,2026. Licensing revenue increased by $3.9 million due to an expansionamendment of one of our internationallicensing licenseagreements agreementthat increased the rate and duration of the arrangement in February 2026, offset by a decrease in advertising revenue of $(0.91.8) million due to lower customer insertion order volume and lower subscription revenue of $(0.20.3) million from Newsmax+ due to change in subscriber mix.

Digital Revenues decreased by $1.2$0.1 million for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025, due to decreasesincreases in advertising revenue asdriven wellby asnew contractual relationships offset by reductions in subscription and product revenue.

Digital Segment Adjusted EBITDA decreasedincreased for the three months ended MarchJune 31,30, 2026, as compared to three months ended MarchJune 31,30, 2025, due to a decrease in advertising and subscription revenues, partially offset by decreases in cost of revenues, further impacted by increases in personnelrevenues and marketinggeneral expense.and administrative expenses.

The following table reconciles Net income (loss) to Adjusted EBITDA for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025:

As of MarchJune 31,30, 2026, cash and cash equivalents balance was $17.2$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.

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 was $2.6$2.8 million and was primarily due to the Company's net loss,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 threesix months ended MarchJune 31,30, 2025 was $15.7$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.

Net cash usedprovided inby investing activities for the threesix months ended MarchJune 31,30, 2026 was $0.6$8.2 million primarily due to the purchaseproceeds from maturity of property and equipment and investments.

Net cash used in investing activities for the threesix months ended MarchJune 31,30, 2025 was $29.5$104.4 million primarily due to an increase in the purchase of investments offset by the maturity of certain investments.

Net cash provided by financing activities for the threesix months endedJune March 31,30, 2026 was $2.8$0.1 thousandmillion 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 threesix months endedJune March 31,30, 2025 was $147.9$153.2 million primarily from issuances of convertible stock and common stock in the initial public offering.

Adjusted EBITDA is defined as revenues less cost of revenues and general and administrative expenses and does not includeexcludes 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.

As of MarchJune 31,30, 2026, we did not have any off-balance sheet arrangements.