What changed in this filing

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Item 1. Business

2025-04-15 compared with 2024-04-01 · 140 added, 153 removed, 222 unchanged (57% of the section changed)

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Our strategy is to focus on key

subject matter verticals where audiences are passionate about a topic category (e.g., sports 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 40 owned and operated properties as well as properties we run on behalf of independent Publisher Partners.

and operate TheStreet, The Spun, Parade, and Men’s Journal and power more than 320 independent Publisher Partners, including the

many sports team sites that comprise FanNation.

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

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benefit from our ongoing technological advances and audience development expertise.

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.

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

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

Publisher 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;

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 direct or programmatic

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 whether the revenue was derived from affiliate links.

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

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website domains during the applicable term of each Partner Agreement.

Brands and Growth Strategy

business model is to grow our Platform audience while striving to diversify revenue and drive gross margin 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.

Our vertical model consists of (i) acquiring or partnering with

powerful brands that can offer our audience custom content and domain authority, (ii) forming key strategic partnerships with like-minded

partners of high-quality content, (iii) partnering with entrepreneurial publishers to drive local content at variable cost tied to performance,

and (iv) growing our 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 FanNation, 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.

The primary means of expansion is adding independent

Publisher Partners or acquiring publishers that have premium branded content and can broaden the reach and impact of the Platform.

Specifically, our growth initiatives include:

(i) increasing syndication of the content on our Platform through the re-publishing

the content on third party websites, (ii) offering of podcasts and e-commerce through our Platform, (iii) acquiring or developing

new verticals for our users, and (iv) continuing to identify and partner with new Publisher Partners.

Sports Vertical

2019, we launched our sports vertical by entering into a Licensing Agreement (as described below) with Authentic Brands Group

(“ABG”), pursuant to which we were granted the exclusive right and license in the United States, Canada, Mexico, the

United Kingdom, Republic of Ireland, Australia, and New Zealand to operate the Sports Illustrated print and digital media business

under the Sports Illustrated brand.

While continuing to evolve and expand the sports business and leverage the Sports Illustrated

brand, in October 2020 we launched FanNation, a curated collection of independent sports journalists, each focused on a single

professional or leading collegiate sports team.

FanNation and other sports Publisher Partners helped to more than triple pageviews

in our sports vertical from 2020 to 2023.

In 2023 our sports Publisher Partners represented more than double the traffic of Sports

Illustrated internet domains.

Also driving the expansion in the sports vertical was the addition of The Spun and Athlon Sports.

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.

Athlon Sports was acquired by us 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 on-line as part of our sports vertical and today it is a significant part of our digital sports presence.

further described in the section titled “Risk Factors” and elsewhere in this Annual Report on Form 10-K, in connection

with our failure to make a quarterly payment due ABG pursuant to the Licensing Agreement for the Sports Illustrated media business,

of approximately $3,750,000, on January 18, 2024, ABG notified the Company of its intention to terminate our Licensing Agreement,

effective immediately, for the Sports Illustrated media business, dated June 14, 2019, by and between us and ABG (as amended to

date, the “Licensing Agreement”).

Upon such termination, a fee of $45.0 million became immediately due and payable by us

to ABG pursuant to the terms and conditions of the Licensing Agreement.

In addition, upon termination of the Licensing Agreement,

all outstanding and unvested warrants to purchase shares of our common stock issued to ABG in connection with the Licensing

Agreement became immediately vested and exercisable.

On March 18, 2024, ABG announced it had reached an agreement in principle with

a third party that will become the new operator of the Sports Illustrated media business.

We are engaging in continuing discussions

with ABG and the third party regarding the timing and terms of the transition of the Sports Illustrated component of the business to

the aforementioned third party.

We will continue to operate our sports vertical led by FanNation, The Spun, Athlon Sports, and the other sports

Publisher Partners.

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.

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

Parade has become the anchor

of our new lifestyle vertical, and Athlon Sports, one of Parade’s premium-brands, has expanded our sports vertical.

In the fourth

quarter of 2022, we discontinued the Parade print business, including the print operations of Parade, and the Relish and Spry Living print

products that were acquired as part of the Parade acquisition.

See Note 3, Discontinued Operations in our accompanying consolidated

financial statements for additional information.

acquired the digital assets of Men’s Journal from Weider Publications, a subsidiary of A360 Media, LLC in December 2022 to supplement

our growing lifestyle vertical.

This suite of digital assets provides our audience with access to premium active lifestyle brands including

Men’s Journal, Men’s Fitness, Surfer, Powder, Bike, SKATEboarding, Snowboarder and NewSchoolers.

enhances the user’s experience by including content from individual creators to 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.

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

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

On November 4, 2016, the parties consummated a re-capitalization pursuant

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.

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on December 2, 2016.

September 20, 2021, we re-branded 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

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”.

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trademark registrations, 32 pending U.S.

trademark applications, and 89 issued foreign

trademark registrations and 16 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.

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.

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Capital Resources

total number of employees as of December 31, 2023 was 448, of which 441 were full-time employees and seven were part-time employees.

As of December 31, 2023 approximately 18% of our workforce, or 82 employees, is represented by a union named The NewsGuild of New York,

CWA Local 31003 (the “Guild”) pursuant to a binding Memorandum of Agreement executed by and between the Guild and The

Arena Media Brands, LLC (“Arena Media”) on December 31, 2021 (the “MOA”), which covers Sports Illustrated

editorial staff.

The MOA addresses the terms of employment for covered employees and non-employees regarding, among other things,

wages, raises, bonuses, severances, benefits, discipline and the like.

We incorporated the terms of the MOA into our fiscal 2023

employment practices.

January 2024, we announced a reduction to our workforce of approximately one-third of our employees in order to reduce costs and achieve

profitability.

This included all 82 employees represented by the Guild.

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.

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and to learn, grow, and belong.

Equity, and Inclusion

believe that a workforce rich in diversity of thought, background, and experience helps us build a company and community where we can

In December 2022, we launched our first company-wide Diversity, Equity, and Inclusion (“DEI”) Council –

comprised of 18 employees with a variety of identities and backgrounds that also represented as wide a selection as possible across brands,

functions, and tenures at Arena, and most importantly, represented a clear commitment to diversity and inclusion at our company.

the Council met monthly to share employee experiences, identify opportunities to improve our culture, and advise senior leadership on

how to direct an annual DEI budget.

As a result of feedback from the Council, a sample of outcomes include attendance at multiple conferences

led by diverse journalism organizations, hosted panels internally ranging from celebration of identities to supporting mental health,

and the creation of the framework for our 2024 monthly DEI learning and discovery series.

experience seasonality as a result of advertising seasonality, sports seasons and major sporting events.

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 of our fiscal year 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

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, FanNation, The Spun, TheStreet and Men’s Journal, leverage this playbook to deliver a highly engaging and

effective experience for our users, advertisers and subscribers.

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

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

which compete for ad dollars;

which also compete for ad dollars;

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

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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;

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.

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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 and an acquisition program 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.

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.

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by the European courts or legislature.

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

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.

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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