What changed in this filing

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Item 1. Business

2026-03-16 compared with 2025-04-15 · 151 added, 346 removed, 16 unchanged (97% of the section changed)

Arena Group Holdings, Inc.

(the “Company,” “Arena Group,” “we,” “our,” or “us”),

is a media company that leverages technology to build deep content verticals powered by anchor brands and a best-in-class digital media

platform (the “Platform”) empowering publishers who impact, inform, educate, and entertain.

Our strategy is to focus on key

subject matter verticals where audiences are passionate about a topic category (e.g., sports & leisure, lifestyle, and finance) where

we can leverage the strength of our core brands to grow our audience and increase monetization both within our core brands as well as

for our media publisher partners (each, a “Publisher Partner”).

Our focus is on leveraging our Platform and brands in targeted

verticals to maximize audience reach, enhance engagement, and optimize monetization of digital publishing assets for the benefit of our

users, our advertiser clients, and our greater than 20 owned and operated properties as well as properties we run on behalf of independent

Publisher Partners.

We own and operate Athlon Sports, TheStreet, The Spun, Parade, Men’s Journal, HubPages, Men’s Fitness,

Autoblog, and Adventure Network, and also power more than 150 independent Publisher Partners.

Publisher Partner joins the Platform by invitation only with the objective of improving our position in key verticals while optimizing

the performance of the Publisher Partner.

Publisher Partners incur the costs in content creation on their respective channels and receive

a share of the revenue associated with their content.

Because of the state-of-the-art technology and large scale of the Platform and

our expertise in search engine optimization, social media, ad monetization and subscription marketing, Publisher Partners continually

benefit from our ongoing technological advances and audience development expertise.

While the Publisher Partners benefit from these critical

performance improvements, they may also save substantial technology, infrastructure, advertising sales, member marketing and management

Additionally, we believe the lead brands within our verticals create a halo benefit for all Publisher Partners while each of them

adds to the breadth and quality of content.

the more than 150 Publisher Partners, a majority of them publish content which aligns with one of our four verticals (sports & leisure,

finance, lifestyle and platform), and oversee an online community for their respective sites, leveraging our Platform, monetization operation,

distribution channels and data and analytics offerings, and benefiting from our ability to engage the collective audiences within a single

Generally, Publisher Partners are independently owned, strategic partners who receive a share of revenue from the interaction

with their content.

Audiences expand and advertising revenue may improve due to the scale we have achieved by combining all Publisher

Partners into a single platform and a large and experienced sales organization.

They also benefit from our membership marketing and management

systems, which we believe will enhance their revenue.

developed the Platform, a proprietary online publishing platform that provides our owned and operated media businesses, Publisher Partners

(who are third parties producing and publishing content on their own domains), and individual creators contributing content to our owned

and operated sites (“Expert Contributors”), the ability to produce and manage editorially focused content through tools and

services provided by us.

We have also developed proprietary advertising technology, techniques and relationships that allow us, our Publisher

Partners, and our Expert Contributors to monetize editorially focused online content through various display and video advertisements

and tools and services for driving a subscription or membership based business and other monetization services (the “Monetization

Solutions” and, together with the Platform, the “Platform Services”).

Our Platform offers audiences bespoke content

with optimized design and page construction.

Platform comprises state-of-the-art publishing tools, video platforms, social distribution channels, newsletter technology, machine learning

content recommendations, notifications, and other technology that deliver a complete set of features to drive a digital media business

in an entirely cloud-based suite of services.

Our software engineering and product development teams are experienced at delivering these

services at scale.

We continue to develop the Platform software by combining proprietary code with components from the open-source community,

plus select commercial services as well as identifying, acquiring, and integrating other platform technologies where we see unique long-term

benefits to us.

Platform Services include:

management, machine learning driven content recommendations, traffic redistribution, hosting

and bandwidth;

publishing, hosting, and player solution via an integrated set of third party providers;

for our Publisher Partners as well as integration with leading analytics services like Google

account management;

account migration to our Platform, including emails and membership data;

support team to support our Publisher Partners and staff (if applicable) on the Platform;

● Advertising

serving, trafficking/insertion orders, yield management, reporting and collection;

integrations to enable the syndication of content (e.g., Apple News, Facebook Instant Articles,

Google AMP, Google news and RSS feeds);

features, as they may be added to the Platform from time to time.

Verticals and Growth Strategy

business model is to grow the audience across our verticals while striving to diversify revenue and drive gross profit through traditional

media brands as well as new digital-first brands.

We believe our vertical model allows us and our Publisher Partners to leverage audience

growth, technological efficiencies and cost savings across all of our brands.

primary areas of growth are expected to include expanding our audience within existing verticals, acquiring publishers that have premium

branded content and can broaden the reach and impact of the Platform, and adding independent Publisher Partners.

To support our growth

strategy, specific initiatives include (i) expanding audience reach and impact within our verticals by boosting content production and

enhancing audience engagement, (ii) improving revenue yield of existing content through technology-enabled monetization strategies and

expanding syndication of the content on our Platform by re-publishing the content on third party websites, (iii) acquiring or partnering

with strong brands that can provide our audience tailored content and domain authority within existing verticals or in new verticals

which we can develop, (iv) forming key strategic partnerships with like-minded partners of high-quality content, (v) partnering with

entrepreneurial publishers to drive local content at variable cost tied to performance, and (vi) continuing to identify and partner with

new Publisher Partners on our network to expand our content offerings and add scale to the ecosystem.

growth strategy is to continue adding new Publisher Partners in key verticals that management believes will expand the scale of unique

users interacting on the Platform.

In each vertical, we seek to build around leading brands, such as Athlon Sports or The Spun (for sports),

TheStreet (for finance) and Parade and Men’s Journal (for lifestyle), surround them with subcategory specialists, and further enhance

coverage with individual Expert Contributors.

& Leisure Vertical - In 2019, we launched our Sport & Leisure Vertical which currently includes Athlon Sports, The Spun,

Men’s Fitness, and Adventure Network.

acquired Athlon Sports as part of the Parade acquisition in April 2022.

It had been a print-only property publishing newsstand magazines

covering the various drafts and both professional and collegiate sports.

We leveraged its expertise and appeal online as part of our

sports vertical and today it is a key component of our digital sports presence following substantial growth during 2024.

Spun, founded in September 2012, and acquired by us in June 2021, is an online independent sports publication that brings readers the

most interesting athletic stories of the day.

The Spun focuses on the social media aspect of the industry.

Fitness is an iconic fitness brand which was relaunched during 2024 with a mission to be the definitive source for men who want to live

stronger, healthier lives.

The new site contains health and fitness news, training routines, nutrition expertise, gear reviews and more.

Network includes several brands which were acquired in December 2022 including Surfer, Powder, Bike, SKATEboarding, Snowboarder and NewSchoolers.

Vertical – Our Finance Vertical currently includes TheStreet and Autoblog.

is a leading financial news and information provider to investors and institutions worldwide and produces business news and market analysis

for individual investors.

TheStreet has a strong editorial tradition, a subscription platform, and valuable membership base to us, and

benefits from our mobile-friendly Content Management System, social, video, and monetization technology.

was acquired in September 2024 and subsequently relaunched.

Autoblog is a leading automotive website with over 20 years of history.

has a history of delivering insightful reviews, breaking news, and unique commerce deals to its readers.

Vertical – Our Lifestyle Vertical currently includes Parade, Men’s Journal, and HubPages.

a premium-branded company, was acquired in April 2022 and helped to expand our digital audience reach.

Parade has a legacy of providing

premium entertainment and lifestyle content to readers and has become the anchor of our lifestyle vertical.

Journal was acquired in December 2022.

Men’s Journal provides content to foster the aspirational spirit of its readers through

coverage of gear, travel, health and fitness, food and drink, style, grooming and entertainment.

enhances the user’s experience by including content from individual creators in the HubPages network of premium content channels

that are owned and operated by Arena.

These channels, such as PetHelpful, dengarden and Fashionista, act as an open community for writers,

explorers, knowledge seekers, and conversation starters to connect in an interactive and informative online space.

Platform Vertical includes websites which are published by our Publisher Partners while leveraging our Platform and technology.

Partners use the Platform Services to produce, manage, host and monetize their content in accordance with the terms and conditions of

partner agreements between each of our Publisher Partners and us (the “Partner Agreements”).

Our Publisher Partners incur

the costs with respect to creating their content;

thus, not requiring capital investment by us.

Pursuant to the Partner Agreements, we

and our Publisher Partners split revenue generated from the Platform Services used in connection with the Publisher Partner’s content

based on certain criteria.

Criteria include whether the revenue was from digital advertising sales, was generated by our

Publisher Partner or us, was generated in connection with a subscription or a membership, was generated from syndicating or third party

licensing, or was derived from affiliate links.

to the terms and conditions of each Partner Agreement and in exchange for the Platform Services, our Publisher Partners grant us, for

so long as our Publisher Partner’s assets are hosted on the Platform, (i) the right to use, host, store, cache, reproduce, publish,

publicly display, distribute, transmit, modify, adapt and create derivative works of the content provided by the Publisher Partner to

provide, maintain and improve the Platform Services;

(ii) use, publicly display, distribute and transmit the name, logo, and trademarks

of the Publisher Partner to identify them as users of the Platform Services;

(iii) exclusive control of ads.txt with respect to our Publisher

Partner’s domains;

and (iv) the exclusive right to include our Publisher Partner’s website domains and related URLs in a

consolidated listing assembled by third party measurement companies such as comScore, Nielsen or other similar measuring services selected

As such, the Platform serves as the primary digital media and social platform with respect to each of our Publisher Partners’

website domains during the applicable term of each Partner Agreement.

were originally incorporated in Delaware as Integrated Surgical Systems, Inc.

The Arena Group Holdings, Inc.

(“Arena Group,” “we,” or “our”) is a brand, data and IP company that builds, acquires, and scales high-performing digital assets.

We combine technology, storytelling, and entrepreneurship to create deep content verticals that engage passionate audiences across sports & leisure, lifestyle, and finance.

We utilize a proprietary entrepreneurial publishing model designed to scale digital content with high efficiency and minimal capital intensity.

Central to this strategy is the alignment of editorial incentives with audience engagement.

Our entrepreneurial publishing framework replaces traditional fixed labor costs with a performance-based, variable cost structure where individual creators contributing content to our owned and operated sites ("Expert Contributors") earn a share of revenue generated by their specific channels.

Our platform empowers creators and entrepreneurs to build thriving digital businesses leveraging our infrastructure, audience development expertise, and monetization engine to accelerate growth.

Through our portfolio of owned and operated brands, including TheStreet , Parade , Men’s Journal , Athlon Sports , the Adventure Network (which includes Surfer , Powder , and Bike among other brands), and others, we deliver trusted content and meaningful experiences to millions of users each month.

Our model blends the agility of entrepreneurship with the scale of a media network, driving growth for our partners, advertisers, and audiences alike.

Our Verticals and Growth Strategy

Our business model is to grow the audience across our verticals while striving to diversify revenue and drive gross profit through traditional media brands as well as new digital-first brands.

We believe our vertical model allows us to leverage audience growth, technological efficiencies and cost savings across all of our brands.

Our growth strategy focuses on the following pillars:

Platform Scalability and Operational Excellence - we provide a unified technological infrastructure that allows both owned-and-operated brands and independent third parties producing and publishing content on their own domains ("Publisher Partners") to scale efficiently.

By centralizing back-end operations, including content management, third-party search engine optimization, and data analytics, we reduce overhead and allow editorial teams to focus on high-impact content production.

Strategic Audience Expansion - we aim to grow our reach by deepening engagement within our existing core verticals while selectively entering new high-value categories.

Modernized Monetization and Distribution - to maximize the value of our audience, we are focused on diversifying revenue streams:

• Yield Optimization:

Utilizing proprietary technology to enhance programmatic revenue and first-party data collection.

• Multi-Channel Syndication:

Expanding the reach of our content through third-party platforms and strategic syndication networks to capture off-platform audiences.

• E-commerce and Social Selling:

Aggressively expanding our commerce capabilities to capture direct consumer spend.

This includes:

• Affiliate Revenue:

Integrating contextually relevant product recommendations across our vertical sites to generate high-margin referral fees.

• Digital Commerce Integration:

Leveraging our 2025 acquisition of the ShopHQ brand and its extensive first-party customer data to bridge the gap between media and marketplace.

By transitioning ShopHQ to a digital-first, dropship-focused model, we utilize creator-led "live selling" and social commerce to monetize our audience's intent in real-time.

Our business is organized into the following verticals:

Sports & Leisure Vertical - our Sports & Leisure vertical is anchored by iconic legacy brands and high-velocity digital properties that capture the full spectrum of fan and enthusiast interests.

• Anchor Brands:

Athlon Sports, The Spun, and Lindy’s Sports, which was acquired in 2025.

• Enthusiast Brands:

Men’s Journal, Men’s Fitness , and Adventure Network , which includes specialized titles such as Surfer, Powder, Bike, TransWorld SKATEboarding , and Snowboarder .

Finance Vertical – our Finance vertical delivers high-intent audience segments through its business news coverage, market data and analysis, and investigative journalism.

• Anchor Brand:

• Enthusiast Brand:

Autoblog , which was acquired in 2025 and provides comprehensive coverage and consumer tools for the automotive market.

Lifestyle Vertical – our Lifestyle vertical leverages widespread brand recognition to drive daily engagement across a broad range of consumer interests through entertainment and lifestyle content.

• Anchor Brand:

• Enthusiast Brands:

PetHelpful, Parade Pets, TravelHost, DenGarden , and Parade Home & Garden .

Platform & Other Vertical - in addition to the owned-and-operated brands included in the verticals above, we empower an ecosystem of Publisher Partners.

These independent websites leverage our proprietary platform and technology suite and monetization tools.

Corporate History

We were originally incorporated in Delaware as Integrated Surgical Systems, Inc.

(“Integrated”) in 1990.

On October 11, 2016,

Integrated and TheMaven Network, Inc.

(“Maven Network”) entered into a share exchange agreement (the “Share Exchange

Agreement”), whereby the stockholders of Maven Network agreed to exchange all of the then-issued and outstanding shares of common

stock of Maven Network for shares of common stock of Integrated.

On November 4, 2016, the parties consummated a recapitalization pursuant

to the Share Exchange Agreement and, as a result, Maven Network became a wholly owned subsidiary of Integrated.

Integrated changed its

name to theMaven, Inc.

On October 11, 2016, Integrated and TheMaven Network, Inc.

(“Maven Network”) entered into a share exchange agreement (the “Share Exchange Agreement”), whereby the stockholders of Maven Network agreed to exchange all of the then-issued and outstanding shares of common stock of Maven Network for shares of common stock of Integrated.

On November 4, 2016, the parties consummated a recapitalization pursuant to the Share Exchange Agreement and, as a result, Maven Network became a wholly owned subsidiary of Integrated.

Integrated changed its name to theMaven, Inc.

on December 2, 2016.

September 20, 2021, we rebranded to “The Arena Group.” Effective on February 8, 2022, we changed our legal name to The Arena

Group Holdings, Inc.

On September 20, 2021, we rebranded to “The Arena Group.” Effective on February 8, 2022, we changed our legal name to The Arena Group Holdings, Inc.

in conjunction with filing a Certificate of Amendment and Certificate of Corrections with the State of Delaware.

On February 9, 2022, our common stock began trading on the NYSE American under the trading symbol “AREN”.

use proprietary technology to operate our business, and our success depends, in part, on our ability to protect our technology and intellectual

We rely on a combination of patent, copyright, trademark and trade secret laws, as well as contractual restrictions, to establish

and protect our intellectual property.

We maintain a policy requiring our employees, contractors, consultants and other third parties

to enter into confidentiality and proprietary rights agreements to control access to our proprietary information.

These laws, procedures

and restrictions provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented,

infringed or misappropriated.

Further, the laws of certain countries do not protect proprietary rights to the same extent as the laws

of the United States and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology.

of December 31, 2024, we had seven issued patents in the United States, all expiring by 2033.

of December 31, 2024, we also owned approximately 1,300 U.S.

documentation, software code, marketing materials, and website content that we developed, and owned over 1,200 registered domain names.

Intellectual Property

We use proprietary technology to operate our business, and our success depends, in part, on our ability to protect our technology and intellectual property.

We rely on a combination of patent, copyright, trademark and trade secret laws, as well as contractual restrictions, to establish and protect our intellectual property.

We maintain a policy requiring our employees, contractors, consultants and other third parties to enter into confidentiality and proprietary rights agreements to control access to our proprietary information.

These laws, procedures and restrictions provide only limited protection and any of our intellectual property rights may be challenged, invalidated, circumvented, infringed or misappropriated.

Further, the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States and, therefore, in certain jurisdictions, we may be unable to protect our proprietary technology.

As of December 31, 2025, we had seven issued patents in the United States, all expiring by 2033.

As of December 31, 2025, we also owned approximately 1,300 U.S.

copyright registrations and had unregistered copyrights in our software documentation, software code, marketing materials, and website content that we developed, and

owned over 1,300 registered domain names.

As of December 31, 2025, we also owned approximately 160 U.S.

trademark registrations, 1 pending U.S.

trademark applications, and 90

issued foreign trademark registrations and 18 pending foreign trademark applications in over 30 countries, and a number of unregistered

marks that we use in the United States and other countries to promote our brands.

registered trademarks are all subject to maintenance or renewal at various times through 2034.

will continue to file updated trademark applications in the United States and abroad to reflect our branding evolution and to continue

strengthening our trademark portfolio as financial resources permit.

From time to time, we also expect to file additional patents and

trademark applications, and 93 issued foreign trademark registrations and 10 pending foreign trademark applications in over 30 countries, and a number of unregistered marks that we use in the United States and other countries to promote our brands.

Our registered trademarks are all subject to maintenance or renewal at various times through 2034.

We will continue to file updated trademark applications in the United States and abroad to reflect our branding evolution and to continue strengthening our trademark portfolio as financial resources permit.

From time to time, we also expect to file additional patents and copyrights.

Publisher Partners and Licensing

connection with our Partner Agreements and any other applicable agreements between us and our Publisher Partners, (i) we and our affiliates

own and retain (a) all right, title, and interest in and to the Platform, other Monetization Solutions and data collected by us, and

(b) we and our licensors’ trademarks and branding and all software and technology we use to provide and operate the Platform and

Monetization Solutions, and (ii) each Publisher Partner owns and retains (a) all right, title, and interest in and to the Publisher Partner’s

assets, content, and data collected by Publisher Partner and (b) each Publisher Partner’s trademarks and branding.

Capital Resources

total number of employees as of December 31, 2024 was 198, of which 190 were full-time employees and 8 were part-time employees.

December 31, 2024, no employees are represented by a union.

like to say that The Arena Group is where the action is - where passion drives each of us.

The things we love are what keep us coming

back to read, watch and experience the best in sports, finance, and entertainment – brought to you by the iconic brands you admire

We developed the Platform, a proprietary online publishing platform that provides our owned and operated media businesses and Publisher Partners the ability to produce and manage editorially focused content through tools and services provided by us.

We have also developed proprietary advertising technology, techniques and relationships that allow us, our Publisher Partners, and our Expert Contributors to monetize editorially focused online content through various display and video advertisements and tools and services for driving a subscription or membership based business and other monetization services (the “Monetization Solutions” and, together with the Platform, the “Platform Services”).

Our Platform offers audiences bespoke content with optimized design and page construction.

In connection with our Partner Agreements and any other applicable agreements between us and our Publisher Partners, (i) we and our affiliates own and retain (a) all right, title, and interest in and to the Platform, other Monetization Solutions and data collected by us, and (b) we and our licensors’ trademarks and branding and all software and technology we use to provide and operate the Platform and Monetization Solutions, and (ii) each Publisher Partner owns and retains (a) all right, title, and interest in and to the Publisher Partner’s assets, content, and data collected by Publisher Partner and (b) each Publisher Partner’s trademarks and branding.

Human Capital Resources

Our total number of employees as of December 31, 2025 was 164, of which 159 were full-time employees and 5 were part-time employees.

As of December 31, 2025 , no employees are represented by a union.

Corporate Culture

We like to say that The Arena Group is where the action is - where passion drives each of us.

The things we love are what keep us coming back to read, watch and experience the best in sports, finance, and entertainment – brought to you by the iconic brands you admire most.

We are building out the pathways to passion – your ticket to continuous excitement.

are working to build and sustain a company culture that enables our employees to show up as their best, whole selves;

to communicate,

collaborate, and innovate with their colleagues, no matter where they are located;

We are working to build and sustain a company culture that enables our employees to show up as their best, whole selves;

to communicate, collaborate, and innovate with their colleagues, no matter where they are located;

and to learn, grow, and belong.

experience seasonality in our business as a result of typical seasonal spending trends in the advertising industry due to consumer behavior

and market activity throughout the year.

These seasonal trends are driven by calendar or commercial events that happen annually including

holidays, weather, school terms, sports seasons and major sporting events.

We experience seasonality in our business as a result of typical seasonal spending trends in the advertising industry due to consumer behavior and market activity throughout the year.

These seasonal trends are driven by calendar or commercial events that happen annually including holidays, weather, school terms, sports seasons and major sporting events.

Seasonality can be viewed between our fiscal quarters.

first quarter of the calendar year is notably our most challenging quarter for revenue performance.

During this quarter, advertisers

are planning their budgets and current year spend and consumer spending declines after the holidays.

As a result, Revenue per Page View

(“RPM”) is typically lowest during the first quarter.

During the second quarter of the calendar year, we typically see advertisers

starting to spend their budgets more actively, which results in RPMs starting to recover.

Summer is traditionally a quiet season, as

people spend more time outdoors and less time online resulting in lower revenue in the third quarter.

Advertisers usually readjust their

budgets during this time and devise new strategies for the remainder of the year.

Naturally, we see the highest dip in July, after which

RPMs gradually start to increase.

The fourth quarter of the calendar year is our most profitable season.

Advertising typically peaks

in the fourth quarter as advertisers tend to concentrate their budgets during the holiday season.

This trend is magnified by professional

sports and college football seasons, which account for a significant portion of our advertising revenue during that period of the year.

Other sporting events such as the Super Bowl, the Winter and Summer Olympics, soccer’s World Cup, and major golf, tennis and cycling

events create increased traffic at the time of these respective events.

we believe that there are many competitors delivering media content in the verticals that we serve on the web and on mobile devices and

an even broader array of general media companies and major media brands that compete for the attention of users overall and the advertisers

who desire to reach them.

We have developed a playbook that leverages our Platform to optimize the performance of both our owned and

operated and our Publisher Partners’ properties.

The playbook is a set of processes, procedures and tactics that help improve the

consumer experience, develop a greater organic audience reach, apply data management and artificial intelligence tools, optimize monetization

and leverage content through syndication, and improve distribution.

The iconic brands leading each of our verticals, such as Athlon

Sports, Parade, and TheStreet, leverage this playbook to deliver a highly engaging and effective experience for our users, advertisers

and subscribers.

Internet allows theoretically unlimited market access for niche or general media companies resulting in a large number and variety of

participants competing directly for audiences, ad spend and membership revenues.

The general business of online media, combined with

some level or method of leveraging community, attracts many potential entrants, and in the future, there may be strong competitors that

will compete with us in general or in selected markets.

These and other companies may be better financed and be able to develop their

markets more quickly and penetrate those markets more effectively.

The following is a list of possible competitors and their respective

Buzzfeed, Business Insider, et al., producers of niche content, leveraging social media,

mobile, and video to compete for ad dollars;

CNN, ESPN, Yahoo!, Google, et al., major media companies and producers of general content

which also compete for ad dollars;

Medium, RebelMouse, Arc, content management software providers, open to all including experts

and professionals, which compete for publishers;

The first quarter of the calendar year is notably our most challenging quarter for revenue performance.

During this quarter, advertisers are planning their budgets and current year spend and consumer spending declines after the holidays.

As a result, Revenue per Page View (“RPM”) is typically lowest during the first quarter.

During the second quarter of the calendar year, we typically see advertisers starting to spend their budgets more actively, which results in RPMs starting to recover.

Summer is traditionally a quiet season, as people spend more time outdoors and less time online resulting in lower revenue in the third quarter.

Advertisers usually readjust their budgets during this time and devise new strategies for the remainder of the year.

Naturally, we see the highest dip in July, after which RPMs gradually start to increase.

The fourth quarter of the calendar year often represents our strongest period as advertising demand typically peaks during the holiday season.

This trend is magnified by professional sports and college football calendars as related coverage accounts for a significant portion of our advertising revenue during that period of the

Other sporting events such as the Super Bowl, the Winter and Summer Olympics, soccer’s World Cup, and major golf, tennis and cycling events create increased traffic at the time of these respective events.

The digital media landscape is highly fragmented, with competition for audience attention and advertising spend originating from both niche content creators and global technology platforms.

We compete primarily on our ability to aggregate high-intent audiences within specialized verticals and provide them with premium, authoritative content.

To differentiate our platform, we deploy a disciplined suite of processes, data-driven tactics, and AI-enabled tools designed to optimize the lifecycle of digital content.

We categorize our competition across digital-first publishers and enthusiast networks that compete for endemic advertising dollars and specific audience interests in sports, finance, and lifestyle, as well as large-scale entities and search engines that command broad market share of global advertising budgets and general consumer attention.

The following is a list of possible competitors and their respective categories:

• Vice, Buzzfeed, Business Insider, et al., producers of niche content, leveraging social media, mobile, and video to compete for ad dollars;

• Fortune, CNN, ESPN, Yahoo!, Google, et al., major media companies and producers of general content which also compete for ad dollars;

• WordPress, Medium, RebelMouse, Arc, content management software providers, open to all including experts and professionals, which compete for publishers;

• Leaf Group Ltd.

and Future PLC, which compete for partners and ad dollars;

Twitter, Facebook, Reddit, social media platforms open to all creators and which also compete

for ad dollars and publishers;

networks such as Liberty Alliance, which compete for ad dollars.

addition, we view Nexstar Media Group, Inc.

and Ziff Davis as peer companies for purposes of performance comparisons even though we do

not consider them direct competitors.

believe that our technology, our substantial scale in traffic, the ease of use of our Platform, our well-known lead media brands, and

the continuing development and evolution of our Platform provides us with a basis to compete effectively for market share in terms of

ad spend and membership revenue.

operations are subject to many United States federal and state laws and regulations that involve data privacy, data protection, rights

of publicity, content regulation, intellectual property, or other subjects.

The application and interpretation of these laws and regulations

often are uncertain and the impact of regulatory changes cannot be predicted with certainty.

government authorities, both in the United States and abroad are increasing their focus on privacy issues and the use of personal information.

• YouTube, X (formerly known as Twitter), Facebook, Reddit, social media platforms open to all creators and which also compete for ad dollars and publishers;

• Affiliate networks such as Liberty Alliance, which compete for ad dollars.

In addition, we view diversified digital holding companies such as People Inc.

and Ziff Davis as peer companies for purposes of performance comparisons even though we do not consider them direct competitors.

We believe our competitive position is fortified by our unified technology stack, our proprietary audience data, and the proven scalability of our platform model.

Government Regulations

Our operations are subject to many United States federal and state laws and regulations that involve data privacy, data protection, rights of publicity, content regulation, intellectual property, or other subjects.

The application and interpretation of these laws and regulations often are uncertain and the impact of regulatory changes cannot be predicted with certainty.

Several government authorities, both in the United States and abroad are increasing their focus on privacy issues and the use of personal information.

states have enacted some form of data security legislation and there are several federal laws governing data privacy.

number of U.S.

states have enacted laws regarding the collection, use and disclosure of personal information such as the California Consumer

Privacy Act of 2018 (the “CCPA”), which was amended by the California Privacy Rights Act (the “CPRA”) which went

into effect January 1, 2020.

As more states consider or enact laws about information security, companies may be required to adopt written

information security policies consistent with state laws.

federal the Federal Trade Commission (“FTC”) and state attorneys general have oversight of business operations concerning

the use of personal information and breaches of the privacy laws and may examine privacy policies to ensure that a company discloses

all material practices and fully complies with representations in the policies regarding the use of personal information and the failure

to do so could give rise to penalties under state or federal unfair competition or consumer protection laws.

review our privacy policies and overall operations on a regular basis to ensure compliance with applicable United States federal and

state laws, and to the extent applicable, any foreign laws.

We launched a CCPA compliance program in January 2020, and have expedited

it to cover CPRA as well.

On an annual basis we review the program and adjust our privacy notice and compliance program practices to

account for our evolving practices and the CCPA/CPRA regulations, which were first promulgated in July 2020 and continue to be subject

to ongoing rulemaking.

There are conflicting interpretations of adopted law in the digital media industry, and given the lack of guidance

to date on many of these issues, our compliance posture on some issues might not be accepted by the State of California.

addition to the laws of the United States, we may be subject to foreign laws regulating web sites and online services that in some jurisdictions

are stricter than the laws in the United States.

For example, the General Data Protection Regulation (the “GDPR”) includes

operational requirements for companies that receive or process personal data of residents of the European Union (“EU”).

EU countries are considering or have passed legislation implementing additional data protection requirements that could increase the

cost and complexity of delivering our services.

The GDPR also includes certain requirements regarding notification of data processing

obligations or security incidents to appropriate data protection authorities.

How the GDPR will be fully applied to online services,

including cookies and digital advertising, is still being determined through ongoing rulemaking and evolving interpretation by applicable

A growing number of U.S.

states have enacted laws regarding the collection, use and disclosure of personal information such as the California Consumer Privacy Act of 2018 (the “CCPA”), which was amended by the California Privacy Rights Act (the “CPRA”) which went into effect January 1, 2020.

As more states consider or enact laws about information security, companies may be required to adopt written information security policies consistent with state laws.

The Federal Trade Commission (“FTC”) and state attorneys general have oversight of business operations concerning the use of personal information and breaches of the privacy laws and may examine privacy policies to ensure that a company discloses all material practices and fully complies with representations in the policies regarding the use of personal information and the failure to do so could give rise to penalties under state or federal unfair competition or consumer protection laws.

We review our privacy policies and overall operations on a regular basis to ensure compliance with applicable United States federal and state laws, and to the extent applicable, any foreign laws.

We launched a CCPA compliance program in January 2020, and have expedited it to cover CPRA as well.

On an annual basis we review the program and adjust our privacy notice and compliance program practices to account for our evolving practices and the CCPA/CPRA regulations,

which were first promulgated in July 2020 and continue to be subject to ongoing rulemaking.

There are conflicting interpretations of adopted law in the digital media industry, and given the lack of guidance to date on many of these issues, our compliance posture on some issues might not be accepted by the State of California.

In addition to the laws of the United States, we may be subject to foreign laws regulating web sites and online services that in some jurisdictions are stricter than the laws in the United States.

For example, the General Data Protection Regulation (the “GDPR”) includes operational requirements for companies that receive or process personal data of residents of the European Union (“EU”).

Some EU countries are considering or have passed legislation implementing additional data protection requirements that could increase the cost and complexity of delivering our services.

The GDPR also includes certain requirements regarding notification of data processing obligations or security incidents to appropriate data protection authorities.

How the GDPR will be fully applied to online services, including cookies and digital advertising, is still being determined through ongoing rulemaking and evolving interpretation by applicable authorities.

On June 16, 2020, the Court of Justice of the European Union (“CJEU”), declared the E.U.-U.S.

Privacy Shield

framework (“Privacy Shield”) to be invalid.

As a result, Privacy Shield is no longer a valid mechanism for transferring personal

data from the European Economic Area to the United States.

We are addressing this issue, for instance, by including standard contractual

clauses as part of our Data Processing Agreements;

however, it is uncertain whether the standard contractual clauses will also be invalidated

by the European courts or legislature.

GDPR also conveys a private right of action to lodge complaints with supervisory authorities to

seek judicial remedies and obtain compensation for damages for violations of the GDPR.

GDPR imposes substantial fines for breaches and

violations (up to the greater of €20 million or 4% of our consolidated annual worldwide gross revenue).

networking websites are also under increasing scrutiny.

Legislation has been introduced on the state and federal level that could regulate

social networking websites.

Privacy Shield framework (“Privacy Shield”) to be invalid.

As a result, Privacy Shield is no longer a valid mechanism for transferring personal data from the European Economic Area to the United States.

We are addressing this issue, for instance, by including standard contractual clauses as part of our Data Processing Agreements;

however, it is uncertain whether the standard contractual clauses will also be invalidated by the European courts or legislature.

GDPR also conveys a private right of action to lodge complaints with supervisory authorities to seek judicial remedies and obtain compensation for damages for violations of the GDPR.

GDPR imposes substantial fines for breaches and violations (up to the greater of €20 million or 4% of our consolidated annual worldwide gross revenue).

Social networking websites are also under increasing scrutiny.

Legislation has been introduced on the state and federal level that could regulate social networking websites.

Any such regulation would likely be an impediment to our business.

FTC regularly considers issues relating to online behavioral advertising (a/k/a interest-based advertising), which is a significant revenue

source for us, and Congress and state legislatures are frequently asked to regulate this type of advertising, including requiring consumers

to provide express consent for tracking purposes, so that advertisers may know their interests and are, therefore, able to serve them

more relevant, targeted ads.

The FTC regularly considers issues relating to online behavioral advertising (a/k/a interest-based advertising), which is a significant revenue source for us, and Congress and state legislatures are frequently asked to regulate this type of advertising, including requiring consumers to provide express consent for tracking purposes, so that advertisers may know their interests and are, therefore, able to serve them more relevant, targeted ads.

Targeted ads generate higher per impression fees than non-targeted ads.

New laws, or new interpretations

of existing laws, could potentially place restrictions on our ability to utilize our database and other marketing data (e.g., from third

parties) on our own behalf and on behalf of our advertising clients, which may adversely affect our business.

concerning the above-described online activities could affect our ability to make our websites available in certain countries as future

legislation is made effective.

It is possible that state and foreign governments might also attempt to regulate our transmissions of

content on our website or prosecute us for violations of their laws.

United States law offers limited safe harbors and immunities to

publishers for certain liability arising out of user-posted content, but other countries do not.

Further, legislative proposals in the

United States and internationally could impose new obligations in areas affecting our business, such as liability for copyright infringement

by third parties and liability for defamation or other claims arising out of user-posted content.

Our business could be negatively impacted

if applicable laws subject us to greater regulation or risk of liability.

business could also be adversely affected if regulatory enforcement authorities, such as the California Attorney General or EU/EEA data

protection authorities, take issue with any of our approaches to compliance, or if new laws, regulations or decisions regarding the collection,

storage, transmission, use or disclosure of personal information are implemented in such ways that impose new or additional technological

requirements on us, limit our ability to collect, transmit, store and use or disclose the information, or if government authorities or

private parties challenge our data privacy or security practices that result in liability to, or restrictions on us, or we experience

a significant data or information breach which would require public disclosure under existing notification laws and for which we may

be liable for damages or penalties.

governments of applicable jurisdictions might attempt to regulate our transmissions or levy sales or other taxes relating to our activities

even though we do not have a physical presence or operate in those jurisdictions.

As our platforms, products and advertising activities

are available over the Internet anywhere in the world, multiple jurisdictions may claim that we are required to qualify to do business

as a foreign corporation in each of those jurisdictions and pay various taxes in those jurisdictions.

We address state and local jurisdictions

where we believe we have nexus, however, there can be no assurance that we have complied with all jurisdictions that may assert that

we owe taxes.

we carry cybersecurity and business interruption coverage to mitigate certain potential losses, but this insurance is limited in amount

and may not be sufficient in type or amount to cover us against claims related to a cybersecurity breach and related business and system

We cannot be certain that such potential losses will not exceed our policy limits, insurance will continue to be available

to us on economically reasonable terms, or at all, or any insurer will not deny coverage as to any future claim.

In addition, we may

be subject to changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements.

file our annual, periodic and current reports, and other required information, electronically with the SEC.

The SEC maintains a website

at www.sec.gov that contains reports, proxy and information statements and other information that we file with the SEC electronically.

We also make available on our website at www.thearenagroup.net, free of charge, copies of these reports and other information as soon

as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

use our website, blog, press releases, public conference calls and public webcasts as means of disclosing material non-public information

and for complying with our disclosure obligations under Regulation FD.

The information disclosed by the foregoing channels could be deemed

to be material information.

As such, we encourage investors, the media, and others to follow the channels listed above and to review

the information disclosed through such channels.

New laws, or new interpretations of existing laws, could potentially place restrictions on our ability to utilize our database and other marketing data (e.g., from third parties) on our own behalf and on behalf of our advertising clients, which may adversely affect our business.

Legislation concerning the above-described online activities could affect our ability to make our websites available in certain countries as future legislation is made effective.

It is possible that state and foreign governments might also attempt to regulate our transmissions of content on our website or prosecute us for violations of their laws.

United States law offers limited safe harbors and immunities to publishers for certain liability arising out of user-posted content, but other countries do not.

Further, legislative proposals in the United States and internationally could impose new obligations in areas affecting our business, such as liability for copyright infringement by third parties and liability for defamation or other claims arising out of user-posted content.

Our business could be negatively impacted if applicable laws subject us to greater regulation or risk of liability.

Our business could also be adversely affected if regulatory enforcement authorities, such as the California Attorney General or EU/EEA data protection authorities, take issue with any of our approaches to compliance, or if new laws, regulations or decisions regarding the collection, storage, transmission, use or disclosure of personal information are implemented in such ways that impose new or additional technological requirements on us, limit our ability to collect, transmit, store and use or disclose the information, or if government authorities or private parties challenge our data privacy or security practices that result in liability to, or restrictions on us, or we experience a significant data or information breach which would require public disclosure under existing notification laws and for which we may be liable for damages or penalties.

Furthermore, governments of applicable jurisdictions might attempt to regulate our transmissions or levy sales or other taxes relating to our activities even though we do not have a physical presence or operate in those jurisdictions.

As our platforms, products and advertising activities are available over the Internet anywhere in the world, multiple jurisdictions may claim that we are required to qualify to do business as a foreign corporation in each of those jurisdictions and pay various taxes in those jurisdictions.

We address state and local jurisdictions where we believe we have nexus, however, there can be no assurance that we have complied with all jurisdictions that may assert that we owe taxes.

Currently, we carry cybersecurity and business interruption coverage to mitigate certain potential losses, but this insurance is limited in amount and may not be sufficient in type or amount to cover us against claims related to a cybersecurity breach and related business and system disruptions.

We cannot be certain that such potential losses will not exceed our policy limits, insurance will continue to be available to us on economically reasonable terms, or at all, or any insurer will not deny coverage as to any future claim.

In addition, we may be subject to changes in our insurance policies, including premium increases or the imposition of large deductible or co-insurance requirements.

Available Information

We file our annual, periodic and current reports, and other required information, electronically with the SEC.

The SEC maintains a website at www.sec.gov that contains reports, proxy and information statements and other information that we file with the SEC electronically.

We also make available on our website at www.thearenagroup.net, free of charge, copies of these reports and other information as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

We use our website, blog, press releases, public conference calls and public webcasts as means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.

The information disclosed by the foregoing channels could be deemed to be material information.

As such, we encourage investors, the media, and others to follow the channels listed above and to review the information disclosed through such channels.

The contents of the websites referred to above are not incorporated into this filing.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business