What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-05-12 compared with 2025-11-07 · 306 added, 323 removed, 598 unchanged (51% of the section changed)

3 unchanged sentences

(in thousands, except share and per share figures)

September 30, 2025

March 31, 2026

December 31, 2025*

13 unchanged sentences

Other current liabilities

Interest payable - Centre Lane Senior Secured Credit Facility - related party

Interest payable - Centre Lane Senior Secured Credit Facility

Deferred revenue

2 unchanged sentences

Other long-term liabilities

Note payable - Centre Lane Senior Secured Credit Facility - related party (long-term)

Finance lease liabilities

Operating lease liabilities

1 unchanged sentence

Stockholders' deficit:

Convertible preferred stock, par value $ 0.01 , 20,000,000 shares authorized, no shares issued or outstanding at September 30, 2025 and December 31, 2024, respectively

Common stock, par value $ 0.01 , 324,000,000 shares authorized, 180,347,712 and 177,464,827 issued, and 178,440,337 and 176,114,652 outstanding at September 30, 2025 and December 31, 2024, respectively

Treasury stock at cost, 1,907,375 and 1,350,175 shares at September 30, 2025 and December 31, 2024, respectively

Convertible preferred stock, par value $ 0.01 , 20,000,000 shares authorized, no shares issued or outstanding at March 31, 2026 and December 31, 2025, respectively

Common stock, par value $ 0.01 , 324,000,000 shares authorized, 186,141,070 and 183,218,504 shares issued, and 183,955,495 and 181,032,929 shares outstanding at March 31, 2026 and December 31, 2025, respectively

Treasury stock at cost, 2,185,575 and 2,185,575 shares at March 31, 2026 and December 31, 2025, respectively

Additional paid-in capital

9 unchanged sentences

Three Months Ended

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Cost of revenue

3 unchanged sentences

Interest expense - Centre Lane Senior Secured Credit Facility - related party

Interest expense - 10 % convertible promissory notes - related party

Other interest expense

20 unchanged sentences

Balance at March 31, 2025

Stock-based compensation

Adjustment from foreign currency translation, net

Balance at June 30, 2025

Common stock issued to Centre Lane Partners

Treasury stock

Stock-based compensation

Adjustment from foreign currency translation, net

Balance at September 30, 2025

Treasury Stock

Additional Paid-in

Accumulated Other Comprehensive

Total Stockholders'

Balance at December 31, 2025*

Common stock issued for services rendered

Treasury stock

Common stock issued to Centre Lane Partners

Stock-based compensation

Adjustment from foreign currency translation, net

Balance at March 31, 2026

Common stock issued for options exercised

Stock-based compensation

Adjustment from foreign currency translation, net

Balance at June 30, 2024

Common stock issued for options exercised

Stock-based compensation

Adjustment from foreign currency translation, net

Balance at September 30, 2024

*Derived from audited consolidated financial statements.

4 unchanged sentences

(in thousands)

For the Nine Months Ended

September 30, 2025

September 30, 2024

For the Three Months Ended

March 31, 2026

March 31, 2025

Cash flows from operating activities:

Adjustments to reconcile net loss to net cash provided by (used in) operations:

Adjustments to reconcile net loss to net cash used in operating activities

Depreciation expense

4 unchanged sentences

Stock-based compensation

Common stock issued for services rendered

Common stock issued to Centre Lane Partners

Provision for (recovery of) credit losses

Common stock issued to Centre Lane Partners for debt modification

Provison for credit losses

Changes in operating assets and liabilities:

5 unchanged sentences

Interest payable - Centre Lane Senior Secured Credit Facility - related party

Interest payable - 10 % convertible promissory notes - related party

Deferred revenue

Net cash provided by (used in) operating activities

Net cash used in operating activities

Cash flows from investing activities:

Purchase of property and equipment

Capitalization of website development costs

Net cash used in investing activities

3 unchanged sentences

Repayment of principal on Centre Lane Senior Secured Credit Facility - related party

Repayment of principal on 10 % convertible promissory notes - related party

Net cash used in financing activities

11 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities:

Agency and exit fees to Centre Lane for debt financing

Annual administration fee to Centre Lane for debt financing

Common stock issued to Centre Lane Partners for debt modification

See accompanying notes to unaudited consolidated financial statements.

1 unchanged sentence

NOTES TO CONSOLID ATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

NOTE 1 – DESCRIPTION OF BUSINESS AND DEVELOPMENTS

31 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

The Company generates revenue through:

8 unchanged sentences

All significant intercompany balances and transactions have been eliminated in consolidation.

The accompanying unaudited consolidated financial statements for the three and nine months ended September 30, 2025 and 2024, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with rules and regulations of the U.S.

The accompanying unaudited consolidated financial statements for the three months ended March 31, 2026 and 2025, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with rules and regulations of the U.S.

Securities and Exchange Commission (“SEC”) regarding interim financial reporting.

5 unchanged sentences

Going Concern and Liquidity

Historically, the Company has incurred losses, which have resulted in an accumulated deficit of approximately $ 177.0 million as of September 30, 2025.

Cash flows provided by (used in) operating activities were $ 347,000 an d $( 451,000 ) for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, the Company had approximately a $ 17.3 million working capital deficit, inclusive of $ 553,000 in cash and cash equivalents and $ 1.9 million in restricted cash.

Historically, the Company has incurred losses, which have resulted in an accumulated deficit of approximately $ 181.6 million as of March 31, 2026.

Cash flows used in operating activities were $ 196,000 and $ 350,000 for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026, the Company had a working capital deficit of approximately $ 96.2 million , inclusive of $ 594,000 in cash and cash equivalents and $ 1.9 million in restricted cash.

The Company’s ability to continue as a going concern is dependent upon its ability to meet its liquidity needs through a combination of factors.

8 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

Cash and Cash Equivalents

1 unchanged sentence

The Company maintains its cash with various commercial banks in the United States, and other foreign countries in which the Company operates.

As of September 30, 2025 and December 31, 2024 , the Company exceeded the federally insured limit of $ 250,000 for interest and non-interest-bearing accounts.

The Company held a cash balance with a single financial institution in excess of the Federal Deposit Insurance Corporation ("FDIC") insured limit in the amount of $ 249,000 as of September 30, 2025, and $ 2.3 million as of December 31, 2024.

As of September 30, 2025 and December 31, 2024, the Company did not exceed the insurance limit of $ 31,000 for its international bank accounts.

As of March 31, 2026 and December 31, 2025 , the Company exceeded the federally insured limit of $ 250,000 for interest and non-interest-bearing accounts.

The Company held a cash balance with a single financial institution in excess of the Federal Deposit Insurance Corporation ("FDIC") insured limit in the amount of $ 118,000 as of March 31, 2026, and $ 994,000 as of December 31, 2025.

As of March 31, 2026 and December 31, 2025, the Company did not exceed the insurance limit of $ 32,000 for its international bank accounts.

Any loss incurred or a lack of access to such funds could have a significant adverse effect on the Company's financial condition, results of operations, and cash flows.

At September 30, 2025, and December 31, 2024, the Company had $ 553,000 and $ 2.5 million , respectively, in cash and cash equivalents.

At March 31, 2026 and December 31, 2025, the Company had $ 594,000 and $ 1.4 million , respectively, in cash and cash equivalents.

Restricted Cash

1 unchanged sentence

The Company reports restricted cash as a separate line item in the consolidated balance sheets.

At September 30, 2025 and December 31, 2024, the Company had $ 1.9 million in restricted cash for both periods, which is designated specifically for settlement of a legal judgment.

At March 31, 2026 and December 31, 2025, the Company had $ 1.9 million in restricted cash for both periods, which is designated specifically for settlement of a legal judgment.

See Note 15, Commitments and Contingencies, to the unaudited consolidated financial statements.

Off-balance Sheet Arrangements

There were no off-balance sheet arrangements as of September 30, 2025 and December 31, 2024 .

There are no off-balance sheet arrangements as of March 31, 2026 and December 31, 2025 .

Segment Reporting

Consistent with FASB Accounting Standards Codification ("ASC") No.

280, Segment Reporting ("ASC 280"), our Chief Financial Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance.

The Chief Financial Officer uses consolidated net income or loss and total assets when assessing segment performance and deciding how to allocate resources.

There are no segment managers who are held accountable by the Chief Financial Officer, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level.

As such, the Chief Financial Officer does not routinely review discrete financial information, including profit measures or significant expense categories, by individual service line or business activity.

The factors used to determine the Company’s reportable segments follow the guidance of ASC 280-10-50-21 and 280-10-50-22 and include consideration of the type of services delivered, the customers and end markets served, the applicable revenue recognition methodology and the length of time it takes to deliver services to customers.

Our divisions are digital publishing, advertising technology, consumer insights, creative services, and media services, and due to their similar economic characteristics, we have determined that we have one operating and reportable segment.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Use of Estimates

10 unchanged sentences

Transaction gains and losses are included within general and administrative expenses on the consolidated statements of operations and comprehensive loss.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Concentrations of Credit Risk

5 unchanged sentences

Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

We perform credit evaluations of our customers’ financial condition and require no collateral from our customers.

2 unchanged sentences

Three Months Ended

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

Revenue Concentration

3 unchanged sentences

* Represents a customer revenue balance less than the 10% threshold.

September 30, 2025

March 31, 2026

December 31, 2025

5 unchanged sentences

Effective Accounting Pronouncements Adopted

In August 2020, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No.

2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40).

This ASU simplifies the accounting for certain financial instruments with characteristics of liabilities and equity.

The FASB reduced the number of accounting models for convertible debt and convertible preferred stock instruments and made certain disclosure amendments to improve the information provided to users.

The new standard was effective January 1, 2024 (early adoption was permitted, but not earlier than January 1, 2021).

This standard did no t have an impact on our consolidated financial statements for the period ended September 30, 2025.

In July 2025, the Financial Accounting Standards Board ("FASB") issued ASU 2025-05 , Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

This standard provides a practical expedient when applying the current expected credit loss model to certain receivables and contract assets.

The Company uses a loss-rate methodology to estimate expected credit losses for accounts receivable.

Under this approach, the Company estimates expected credit losses on a pooled basis using historical loss experience, adjusted for current conditions and reasonable and supportable forecasts.

The guidance became effective for the Company on January 1, 2026, and was to be applied on a prospective basis.

The adoption of this guidance did no t have a material impact on the Company's consolidated financial statements and related disclosures.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

For 2024 annual reporting, we adopted ASU No.

2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures .

This new standard requires an enhanced disclosure of significant segment expenses on an annual and interim basis, effective for fiscal years beginning after December 15, 2024.

The adoption of ASU 2023-07 did no t have a significant impact on our consolidated financial statements for the period ended September 30, 2025 .

Consistent with ASC 280, our Chief Financial Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance.

Our components are digital publishing, advertising technology, consumer insights, creative services, and media services.

Accordingly, we determined we have one operating and reportable segment.

March 31, 2026

Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB issued ASU No.

2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures , which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction.

It also includes certain other amendments to improve the effectiveness of income tax disclosures.

This guidance is effective for our Annual Report on Form 10-K for the year ended December 31, 2025.

The guidance should be applied on a prospective application, with retrospective application permitted.

We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In July 2024, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets .

When applying the current expected credit loss model to current accounts receivable and contract assets arising from transactions accounted for under ASC 606, this standard provides a practical expedient that assumes that current conditions as of the balance sheet date do not change for the remaining life of the asset.

Entities are required to disclose whether they have elected the practical expedient and should be applied prospectively.

This guidance is effective for our Annual Report on Form 10-K for the year ended December 31, 2025.

We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In November 2024, and as amended in January 2025, the FASB issued ASU No.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses .

Disaggregation of Income Statement Expenses , the FASB further amended in January 2025.

The new guidance requires disaggregated information about certain income statement expense line items on an annual and interim basis.

This guidance will be effective for annual periods beginning in the year ending December 31, 2027 and for interim periods thereafter.

This guidance will be effective for annual periods beginning after December 15, 2026 (i.e., fiscal years beginning January 1, 2027, for calendar-year filers), and for interim periods thereafter.

The new standard permits early adoption and can be applied prospectively or retrospectively.

3 unchanged sentences

Targeted Improvements to the Accounting for Internal-Use Software .

This update provides revised guidance aimed at refining how costs related to internal-use software are accounted for.

The update removes the concept of distinct project phases and requires that capitalization of software costs begins when management authorizes and commits to funding a computer software project, and when there is a high likelihood the project will be completed and the software will be used to perform the function as intended.

When assessing whether completion is probable, entities must carefully consider any substantial uncertainties in development.

In addition, the guidance introduces a requirement to disclose capitalized software costs as part of property and equipment.

The new standard will take effect in the first quarter of 2028, though early adoption is permitted at the start of any annual reporting period.

Entities may adopt the guidance using prospective application, retrospective application, or a modified transition approach.

The new guidance refines the accounting for costs related to internal-use software, including changes to capitalization criteria and disclosure requirements.

This guidance will be effective for annual periods beginning after December 15, 2026 (i.e., fiscal years beginning after January 1, 2027, for calendar-year filers), and for interim periods thereafter.

The new standard may be applied prospectively, retrospectively, or using a modified transition approach.

We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

In December 2025, the FASB issued ASU No.

2025-10, Accounting for Government Grants (Topic 832):

Accounting for Government Grants Received by Business Entities , to establish authoritative guidance on the recognition, measurement, and presentation of government grants received by business entities.

The new standard will be effective for annual periods beginning with the year ending December 31, 2028, and for interim periods beginning January 1, 2029, though early adoption is permitted.

Upon adoption, the guidance can be applied using a modified prospective, modified retrospective, or under a retrospective approach.

We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements , which clarifies interim disclosure requirements and introduces a principle requiring disclosure of material events occurring since the last annual reporting period.

The new standard will be effective for interim reporting periods beginning on January 1, 2028.

The guidance may be applied on a prospective or retrospective basis, and early adoption is permitted.

We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In January 2026, the FASB issued ASU 2025-12, Codification Improvements , which includes amendments to address technical corrections, clarifications, and other minor improvements to the ASC.

The amendments are effective for annual periods beginning after December 15, 2026, and early adoption is permitted.

We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

NOTE 3 – ACCOUNTS RECEIVABLE

Accounts receivable, net, consisted of the following:

September 30, 2025

March 31, 2026

December 31, 2025

6 unchanged sentences

Accounts receivable, net, at January 1, 2025, was $ 15.0 million.

Expected credit losses (recoveries) were approximately $ 24,000 and $ 5,000 for the three months ended September 30, 2025 and 2024, respectively, and $ 103,000 and $( 9,000 ) for the nine months ended September 30, 2025 and 2024 , respectively.

Expected credit losses were approximately $ 39,000 and $ 11,000 for t he three months ended March 31, 2026 and 2025 , respectively.

These amounts are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

NOTE 4 – PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets consisted of the following:

September 30, 2025

March 31, 2026

December 31, 2025

7 unchanged sentences

Prepaid expenses and other current assets

(1) - Includes approximately $ 0 and $ 291,000 which is being paid over a period of time and is included in accounts payable at September 30, 2025 and December 31, 2024 , respectively.

(2) - Includes approximately $ 142,000 and $ 121,000 which is being paid over a period of time and is included in accounts payable at September 30, 2025 and December 31, 2024, respectively.

(1) - Includes approximately $ 214,000 and $ 276,000 which is being paid over a period of time and is included in accounts payable at March 31, 2026 and December 31, 2025 , respectively.

(2) - Includes approximately $ 376,000 and $ 280,000 which is being paid over a period of time and is included in accounts payable at March 31, 2026 and December 31, 2025, respectively.

NOTE 5 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following:

September 30, 2025

March 31, 2026

December 31, 2025

4 unchanged sentences

Property and equipment, net

Depreciation and amortization expense for the three months ended September 30, 2025 and 2024, was $ 11,000 and $ 36,000 , respectively, and $ 39,000 and $ 111,000 for the nine months ended September 30, 2025 and 2024 , respectively.

The amounts are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Depreciation and amortization expense for the three months ended March 31, 2026 and 2025, was $ 17,000 and $ 13,000 , res pectively.

These amounts are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

NOTE 6 – INTANGIBLE ASSETS, NET

Website acquisitions, net, consisted of the following:

September 30, 2025

March 31, 2026

December 31, 2025

1 unchanged sentence

Website acquisition assets

website development costs

accumulated amortization

Website acquisition assets, net

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Other intangible assets, net, consisted of the following:

September 30, 2025

March 31, 2026

December 31, 2025

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

(in thousands)

3 unchanged sentences

Other intangible assets, net

September 30, 2025

March 31, 2026

December 31, 2025

2 unchanged sentences

Intangible assets, net

Amortization expense for the three months ended September 30, 2025 and 2024 was approximately $ 446,000 and $ 480,000, respectively, and $ 1.4 million and $ 1.4 million for the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, expected remaining amortization expense of intangible assets and website acquisition by fiscal year is as follows (in thousands):

Amortization expense for the three months ended March 31, 2026 and 2025, was approximately $ 445,000 and $ 485,000 , respectively, included in general and administrative expense in the statements of operations and comprehensive loss.

As of March 31, 2026, expected remaining amortization expense of intangible assets and website acquisition by fiscal year is as follows (in thousands):

Remainder of 2026

Total expected amortization expense

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

NOTE 7 – GOODWILL

The following table represents the allocation of goodwill as of September 30, 2025, and December 31, 2024:

The following table represents the allocation of goodwill as of March 31, 2026 and December 31, 2025:

Owned & Operated

1 unchanged sentence

December 31, 2025

September 30, 2025

March 31, 2026

We allocate goodwill to reporting units based on the expected benefit and synergies with our current reporting units.

3 unchanged sentences

Impairment is deemed to occur when the carrying value of the goodwill associated with the reporting unit exceeds the implied value of the goodwill associated with the reporting unit.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

During the year ended December 31, 2025, an impairment assessment was performed on goodwill for the Ad Network, Owned & Operated and Insights reporting units.

The assessment used a quantitative assessment, including consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets.

Our quantitative assessment concluded that it was more likely than not that the estimated fair value of the Ad Network, Owned & Operated and Insights reporting units exceeds their carrying amounts.

Since the assets are considered recoverable, no impairment charge was recognized for the year ended December 31, 2024.

There was no triggering event or impairment for the nine months ended September 30, 2025 .

The assessment used a qualitative assessment which includes consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets.

Our qualitative assessment concluded that it is more likely than not that the estimated fair value of the Owned & Operated reporting unit is less than the carrying value, and the quantitative assessment resulted in the same conclusion.

Our qualitative assessments for the Ad Network and Insights reporting units concluded that each reporting unit's fair value was potentially less than its carrying value, but our quantitative assessments did not have such conclusions.

In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis and further analyzed using other methods of valuation.

A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates.

The assumptions about future cash flows and growth rates are based on our long-term projections.

Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans.

Our discount rate is based on a market participant debt structure and cost of capital.

If the fair value of the reporting unit exceeds its carrying amount, there is no impairment.

To the extent the carrying amount exceeds its fair value, an impairment charge of the reporting unit’s goodwill would be necessary.

Our quantitative analysis showed that the implied fair value of our goodwill for the Owned & Operated reporting units was less than its carrying value which resulted in an impairment charge of approximately $ 786,000 during the year ended December 31, 2025.

There was no triggering event or impairment for the three months ended March 31, 2026 .

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

September 30, 2025

March 31, 2026

December 31, 2025

6 unchanged sentences

Total accounts payable and accrued expenses

(1) - Accounts payable includes $ 5.4 million and $ 5.2 million at September 30, 2025 and December 31, 2024 , respectively, for Slutzky & Winshman Ltd.

(1) - Accounts payable includes $ 5.4 million and $ 5.4 million at March 31, 2026 and December 31, 2025 , respectively, for Slutzky & Winshman Ltd.

and Mediahouse Inc., whose operations were terminated during the year ended December 31, 2023.

Accounts payable includes $ 299,000 and $ 266,000 at September 30, 2025 and December 31, 2024 , respectively, for Wild Sky Media, Ltd., whose operations were terminated during the year ended December 31, 2024.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

NOTE 9 – OTHER CURRENT LIABILITIES

Other current liabilities consisted of the following:

September 30, 2025

March 31, 2026

December 31, 2025

8 unchanged sentences

Other current liabilities

(1) - See Note 18, Related Parties, to the consolidated financial statements.

(2) - Represents amounts advanced by customers to cover third-party expenses specifically related to their project.

These expenses are offset against the advance and are not part of the Company's statement of operations and comprehensive loss.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

NOTE 10 – CENTRE LANE SENIOR SECURED CREDIT FACILITY

Effective June 1, 2020, the Company entered into a membership interest purchase agreement to acquire 100 % of Wild Sky Media, which is now a subsidiary of the Company (the “Purchase Agreement”).

To finance the acquisition, the Company obtained a first lien senior loan in the amount of $ 16.5 million, comprised of $ 15.0 million of initial indebtedness, repayment of Wild Sky's existing accounts receivable factoring facility of approximately $ 900,000 , and approximately $ 500,000 of expenses, from, and entered into a secured credit facility with, Centre Lane Partners Master Credit Fund II, L.P.

Effective June 1, 2020, the Company entered into a membership interest purchase agreement to acquire 100 % of CL Media Holdings, LLC, which is now a subsidiary of the Company (the “Purchase Agreement”).

To finance the acquisition, the Company obtained a first lien senior loan in the amount of $ 16.5 million, comprised of $ 15.0 million of initial indebtedness, repayment of the existing accounts receivable factoring facility of Wild Sky Media, which was a subsidiary of CL Media Holdings, LLC, of approximately $ 900,000 , and approximately $ 500,000 of expenses, from, and entered into a secured credit facility with, Centre Lane Partners Master Credit Fund II, L.P.

(“Centre Lane Partners”).

Additional Draws

As of September 30, 2025, Centre Lane Partners had loaned the Company an additional $ 39.9 million through Amendments One through Eight (the “Second Out Loans”), Amendments Nine through Sixteen and Nineteen (the “First Out Loans”), and Amendments Seventeen and Twenty-One (the “Third Out Loans”) to provide liquidity to fund operations.

As of March 31, 2026, Centre Lane Partners had loaned the Company an additional $ 39.9 million through Amendments One through Eight (the “Second Out Loans”), Amendments Nine through Sixteen and Nineteen (the “First Out Loans”), and Amendments Seventeen and Twenty-One (the “Third Out Loans”) to provide liquidity to fund operations.

The Nineteenth Amendment Term Loan had a maturity date of December 31, 2024 , and the loan balance was repaid.

7 unchanged sentences

In connection with the Twenty-First Amendment, and as consideration therefore, the Company agreed to issue a number of shares of the common stock of the Company, par value $ 0.01 per share, equal to 2.5 % of the fully diluted pro forma ownership of the Company, or 5,001,991 shares of the common stock, to an affiliate of the Lenders.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Optional Prepayment

2 unchanged sentences

However, partial or full prepayments of the Centre Lane Senior Secured Credit Facility is required in the event of certain future capital raises.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Repayment of Loans

2 unchanged sentences

• Changing the Second Out Loans PIK rate to the Term Secured Overnight Financing Rate (" SOFR ") plus 3 % and the Second Out Loans cash interest rate to 2 %.

At September 30, 2025 , the SOFR floor was 5.00 % per annum, thus the overall PIK rate on these facilities was 8.00 % ;

At March 31, 2026 , the SOFR floor was 5.00 % per annum, thus the overall PIK rate on these facilities was 8.00 % ;

• Changing the First Out Loans cash interest rate to the Term SOFR plus 2 %.

The overall PIK rate on these facilities was 7.00 % at September 30, 2025;

The overall PIK rate on these facilities was 7.00 % at March 31, 2026;

• Changing the Third Out Loans PIK rate to 15 %;

1 unchanged sentence

• Adjusting the amortization of the First Out Loans such that an installment of $ 700,000 was paid on March 31, 2025, and quarterly installments of $ 575,000 were to be paid thereafter until maturity.

Effective September 30, 2025, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Third Amendment to the Credit Agreement, which applied the following adjustments to loans with outstanding payments due on September 30, 2025, including the following temporary modifications:

• Converting the First Out Loans cash interest due on September 30, 2025, to interest PIK;

3 unchanged sentences

• Deferring the Second Out Loans amortization payment due on September 30, 2025, to the maturity date of the Second Out Loans, which is December 20, 2026 ;

• Following the payments made on September 30, 2025, all loan terms, including cash interest and PIK rates, will revert to the terms established under the Twenty-Second Amendment.

Quarterly amortization payments will resume and become due commencing on December 31, 2025.

• Following payments made on September 30, 2025, all loan terms, including cash interest and PIK rates, reverted to the terms established under the Twenty-Second Amendment.

Quarterly amortization payments resumed and were due on December 31, 2025.

Also in connection with the Twenty-Third Amendment, the Company agreed to issue a number of shares of the common stock of the Company, par value $ 0.01 per share, equal to 1.5 % of the fully-diluted pro forma ownership of the Company, or 2,832,485 shares of the common stock, to Centre Lane Partners.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

As of September 30, 2025 , BV Agency, LLC, an affiliate of the lenders, and Centre Lane Partners owned approximately 14.8 % and 10.1 % of the Company’s outstanding common stock, respectively.

For the three and nine months ended September 30, 2025 , the Company paid approximately $ 250,000 and $ 2.3 million toward the principal loan balance, respectively.

For the three and nine months ended September 30, 2024 , the Company paid $ 0 and $ 879,000 toward the principal loan balance, respectively.

During the three and nine months ended September 30, 2025 , the Company paid approximately $ 0 and $ 532,000 toward outstanding interest payable, respectively.

During the three and nine months ended September 30, 2024 , the Company paid approximately $ 150,000 and $ 288,000 toward outstanding interest payable, respectively.

At December 31, 2025, the total amount of principal repayment and interest due is approximately $ 1.2 million.

At each of March 31, 2026, June 30, 2026, and September 30, 2026, the total amount of principal repayment and interest due is approximately $ 1.6 million.

At December 31, 2026, the balance of approximately $ 90.5 million is due.

The below table summarizes the loan balances at September 30, 2025, and December 31, 2024:

September 30, 2025

March 31, 2026

Effective December 31, 2025, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Fourth Amendment to the Credit Agreement, which applied the following adjustments to loans with outstanding payments due on December 31, 2025, including the following modifications:

• Converting the Second Out Loans cash interest due on December 31, 2025, to interest PIK;

• Deferring the Second Out Loans amortization payment due on December 31, 2025, to March 31, 2026 .

• Following payments made on December 31, 2025, all loan terms, including cash interest rates, reverted to the terms established under the Twenty-Second Amendment.

Quarterly amortization payments resumed and were due on March 31, 2026 .

Also in connection with the Twenty-Fourth Amendment, the Company agreed to issue a number of shares of the common stock of the Company, par value $ 0.01 per share, equal to 1.5 % of the fully-diluted pro forma ownership of the Company, or 2,870,792 shares of the common stock, to Centre Lane Partners.

Effective March 31, 2026, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Fifth Amendment to the Credit Agreement, which applied the following adjustments to loans with outstanding payments due on March 31, 2026, including the following modifications:

• Converting the Second Out Loans cash interest due on March 31, 2026, to interest PIK;

• Deferring the Second Out Loans amortization payment due on March 31, 2026, to the maturity date of the Second Out Loans, which is December 20, 2026 .

• Following payments made on March 31, 2026, all loan terms, including cash interest rates, were reverted to the terms established under the Twenty-Second Amendment.

Quarterly amortization payments resumed and are due on June 30, 2026 .

Also in connection with the Twenty-Fifth Amendment, the Company agreed to issue a number of shares of the common stock of the Company, par value $ 0.01 per share, equal to 1.5 % of the fully-diluted pro forma ownership of the Company, or 2,922,566 shares of the common stock, to Centre Lane Partners.

As of March 31, 2026, BV Agency, LLC, an affiliate of the lenders, and Centre Lane Partners owned approximately 14.4 % and 12.9 % of the Company’s outstanding common stock, respectively.

For the three months ended March 31, 2026, the Company paid approximately $ 575,000 toward the principal loan balance.

For the three months ended March 31, 2025, the Company did not make a payment toward the principal loan balance.

During the three months ended March 31, 2026, the Company paid approximately $ 59,000 toward outstanding interest payable.

D uring the three months ended March 31, 2025, the Company did not make a payment toward the outstanding interest payable.

As of March 31, 2026, we owed Centre Lane $ 88.2 million under the Centre Lane Senior Secured Credit Facility.

Of this amount, $ 1.4 million is due on June 30, 2026, $ 1.4 million is due on September 30, 2026, and the remaining principal balance of $ 85.4 million is due on December 31, 2026.

The below table summarizes the loan balan ces at March 31, 2026 and December 31, 2025:

March 31, 2026

December 31, 2025

1 unchanged sentence

Note payable - Centre Lane Senior Secured Credit Facility - related party (current)

Note payable - Centre Lane Senior Secured Credit Facility - related party (net of discount)

Net principal

1 unchanged sentence

Outstanding principal

The below table summarizes the movement in the outstanding principal during the nine months ended September 30, 2025 and the year ended December 31, 2024:

September 30, 2025

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

The below table summarizes the movement in the outstanding principal during the three months ended March 31, 2026 and 2025:

March 31, 2026

December 31, 2025

5 unchanged sentences

Under the terms of the Centre Lane Senior Secured Credit Facility, the Company is required to pay Centre Lane Partners a non-refundable annual administration fee equal to $ 35,000 for agency services.

The Centre Lane Senior Secured Credit Facility provides that this fee shall be, in all respects, fully earned, due and PIK by the Company on the effective date of the Centre Lane Senior Secured Credit Facility, and on each anniversary of the effective date during the term of the agreement by adding and capitalizing the full amount of such fee to the outstanding principal balance of the loans.

The Centre Lane Senior Secured Credit Facility provides that this fee shall be, in all respects, fully earned, due and paid in kind by the Company on the effective date of the Centre Lane Senior Secured Credit Facility, and on each anniversary of the effective date during the term of the agreement by adding and capitalizing the full amount of such fee to the outstanding principal balance of the loans.

The accumulated administrative fee since inception of the fa cility is $ 210,000 and is included in outstanding principal.

The administrative fee charged during the nine months ended September 30, 2025 and 2024 was $ 35,000 and $ 35,000 , respectively.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Amendments to Centre Lane Senior Secured Credit Facility

There was no administrative fee charged during the three months ended March 31, 2026 and 2025.

Commencing April 2021, the Company and certain subsidiaries entered into various amendments to the Amended and Restated Senior Secured Credit Facility.

1 unchanged sentence

In addition, as part of the transaction, there are exit fees (the "Exit Fees"), which are added and capitalized to the principal amount of the original loan.

As of September 30, 2025, there were 23 amendments to the Credit Agreement.

Consistent with FASB Accounting Standards Codification ("ASC") Topic 470, Debt (“ASC 470”), the Company is required to perform an analysis of the change in each amendment to determine whether the change is a modification or an extinguishment of debt.

As of March 31, 2026 , there were 25 amendments to the Credit Agreement.

Consistent with FASB ASC Topic 470, Debt (“ASC 470”), the Company is required to perform an analysis of the change in each amendment to determine whether the change is a modification or an extinguishment of debt.

Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow.

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

The below table summarizes the amendments that were executed by the Company from the inception of the facility to September 30, 2025 (in thousands, except for share data):

March 31, 2026

The below table summarizes the amendments that were executed by the Company from the inception of the facility to March 31, 2026 (in thousands, except for share data):

Amendment No.

9 unchanged sentences

Extinguishment

a) - New rates in effect in connection with Amendment Twenty-Two.

b) - Added and capitalized to the principal amount of the original loan.

c) - Second Out Loans.

d) - First Out Loans.

e) - Third Out Loans.

f) - There was no impact on principal or interest and no fees incurred by the Company under Amendments Eighteen and Twenty-Two, thus they are excluded from the table.

g) - There was no loan draw under Amendments Twenty and Twenty-Three, thus no interest rates were incurred.

Amendments Twenty and Twenty-Three adjusted the existing outstanding loan terms, thus the balances of the interest rate PIK and interest rate cash are 0.00 %.

(1) - New rates in effect in connection with Amendment Twenty-Two.

(2) - Added and capitalized to the principal amount of the original loan.

(3) - Second Out Loans.

(4) - First Out Loans.

(5) - Third Out Loans.

(6) - There was no impact on principal or interest and no fees incurred by the Company under Amendments Eighteen and Twenty-Two, thus they are excluded from the table.

(7) - There were no loan draws under Amendments Twenty, Twenty-Three, Twenty-Four, and Twenty-Five, thus no interest rates were incurred.

Amendments Twenty, Twenty-Three, Twenty-Four, and Twenty-Five adjusted the existing outstanding loan terms, thus the balances of the interest rate PIK and interest rate cash are 0.00 %.

Our debt financing arrangements, including long-term debt, expose us to counterparty credit risk as they are solely with a single related party lender.

1 unchanged sentence

No other financial institutions are involved in our debt obligations.

As of September 30, 2025 and December 31, 2024, the carrying value of the Centre Lane Senior Secured Credit Facility was $ 81.2 million and $ 74.9 million , respectively, net of unamortized debt discount of $ 2.3 million and $ 4.0 million , respectively.

As of March 31, 2026 and December 31, 2025, the carrying value of the Centre Lane Senior Secured Credit Facility was $ 86.8 million and $ 84.3 million , respectively, net of unamortized debt discount of $ 1.4 million and $ 1.9 million , respectively.

The discount is being amortized over the remaining life of the Centre Lane Senior Secured Credit facility using the effective interest method.

During the three and nine months ended September 30, 2025, the Company recorded amortization of debt discount of $ 489,000 and $ 1.7 million , respectively, on the Centre Lane Senior Secured Credit Facility.

Amortization of debt discount for the three and nine months ended September 30, 2024, was $ 691,000 and $ 2.2 million , respectively.

During the three months ended March 31, 2026, the Company recorded amortization of debt discount of $ 460,000 on the Centre Lane Senior Secured Credit Facility.

Amortization of debt discount for the three months ended March 31, 2025, was $ 633,000 .

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Interest expense for the three and nine months ended September 30, 2025 and 2024, consisted of the following:

March 31, 2026

Interest expense for the three months ended March 31, 2026 and 2025 consisted of the following:

Three Months Ended

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

(in thousands)

1 unchanged sentence

Total interest expense

NOTE 11 – 10% CONVERTIBLE PROMISSORY NOTES

On November 30, 2018, the Company issued 10 % convertible promissory notes ("Convertible Notes") in the amount of $ 80,000 to our then Chairman of the Board, a related party.

The Convertible Notes were unsecured and matured five years from issuance and were convertible at the option of the holder into shares of common stock at any time prior to maturity at a conversion price of $ 0.40 per share.

A beneficial conversion feature existed on the date the Convertible Notes were issued whereby the fair value of the underlying common stock into which the Convertible Notes was convertible was in excess of the face value of the Convertible Notes of $ 80,000 .

The outstanding principal and interest of the Convertible Notes were due and payable in November 2023, and on July 1, 2024, the Company repaid the outstanding principal of $ 80,000 and outstanding interest of $ 43,000 on the Convertible Notes due to its former Chairman of the Board.

NOTE 11 – LEASES

5 unchanged sentences

The Company has the option to renew the lease for one additional five-year term.

At September 30, 2025 and December 31, 2024, the operating lease right-of-use asset was $ 195,000 and $ 253,000 , respectively, and is included under assets on the consolidated balance sheets.

At September 30, 2025 and December 31, 2024, the operating lease right-of-use liability was $ 182,000 and $ 252,000, respectively, including the current portion of $ 91,000 and $ 79,000 , respectively, and is included under liabilities on the consolidated balance sheets.

At March 31, 2026 and December 31, 2025, the operating lease right-of-use asset was $ 150,000 and $ 173,000 , r espectively, and is included under assets on the consolidated balance sheets.

At March 31, 2026 and December 31, 2025, the operating lease right-of-use liability was $ 151,000 and $ 160,000 , respectively, including the current portion of $ 100,000 and $ 95,000 , respectively, and is included under liabilities on the consolidated balance sheets.

Over the lease term, the Company is required to amortize the operating lease asset and record interest expense on the lease liability created at lease commencement.

Operating lease expense was approximately $ 47,000 and $ 43,000 for the three months ended September 30, 2025 and 2024, respectively.

Operating lease expense was approximately $ 139,000 and $ 128,000 for the nine months ended September 30, 2025 and 2024, respectively.

Operating lease expense was approximately $ 49,000 and $ 45,000 for the three months ended March 31, 2026 and 2025, respectively.

The Company’s non-lease components are primarily related to property maintenance and other operating services, which vary based on future outcomes and are recognized in rent expense when incurred and not included in the measurement of the lease liability.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Operating Lease Subleases

3 unchanged sentences

The Company retains the ability to use the address as its corporate office.

At September 30, 2025 and December 31, 2024, the operating lease subleases right-of-use liability was $ 12,000 , and is included as an offset to right-of-use assets within other non-current liabilities on the consolidated balance sheet.

Operating lease sublease income was approximately $ 34,000 and $ 35,000 for the three months ended September 30, 2025 and 2024, respectively.

Operating lease sublease income was approximately $ 102,000 and $ 55,000 for the nine months ended September 30, 2025 and 2024, respectively.

Finance Lease

On October 1, 2023, the Company entered into a lease agreement for computer equipment with a lease term of three years .

At September 30, 2025 and December 31, 2024, finance lease asset was $ 26,000 and $ 42,000 , respectively, and is included under assets on the consolidated balance sheets.

At September 30, 2025 and December 31, 2024, finance lease liability was $ 26,000 and $ 42,000 , respectively, including the current portion of $ 26,000 and $ 22,000 , respectively, and is included under liabilities on the consolidated balance sheets.

Finance lease expense for the three months ended September 30, 2025 was $ 7,300 , inclusive of interest of $ 1,600 and amortization of $ 5,700 , and $ 21,600 for the nine months ended September 30, 2025, inclusive of interest of $ 5,500 and amortization of $ 16,100 .

Finance lease expense for the three months ended September 30, 2024 was $ 7,200 , inclusive of interest of $ 2,600 and amortization of $ 4,600 , and $ 21,700 for the nine months ended September 30, 2024 , inclusive of interest of $ 8,600 and amortization of $ 13,100 .

At March 31, 2026 and December 31, 2025, the operating lease subleases right-of-use liability was $ 12,000 and $ 12,000 , respectively, and is included as an offset to right-of-use assets within other non-current liabilities on the consolidated balance sheet.

Operating lease sublease income was approximately $ 35,000 and $ 34,000 for the three months ended March 31, 2026 and 2025, respectively.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

As of September 30, 2025 and December 31, 2024, the asset and lease liability for the operating and finance lease are summarized as follows (in thousands):

September 30, 2025

March 31, 2026

Finance Lease

On October 1, 2023, the Company entered into a lease agreement for computer equipment with a lease term of three years .

At March 31, 2026 and December 31, 2025, the finance lease asset was $ 14,000 and $ 20,000 , respectively, and is included under assets on the consolidated balance sheets.

At March 31, 2026 and December 31, 2025, the finance lease liability was $ 14,000 and $ 20,000 , respectively, including the current portion of $ 14,000 and $ 20,000 , respectively, and is included under liabilities on the consolidated balance sheets.

Finance lease expense for the three months ended March 31, 2026, was $ 7,200 inclusive of interest of $ 900 and amortization of $ 6,300 , and is included in general and administrative expense in the statements of operations and comprehensive loss.

Finance lease expense for the three months ended March 31, 2025, was $ 7,200 inclusive of interest of $ 2,100 and amortization of $ 5,100 , and is included in general and administrative expense in the statements of operations and comprehensive loss.

As of March 31, 2026 and December 31, 2025, the right-of-use asset and lease liability for the operating and finance lease are summarized as follows (in thousands):

March 31, 2026

December 31, 2025

15 unchanged sentences

Finance lease

(1) - Finance lease represents computer software, see Note 5, Property and Equipment, Net, to the Company's consolidated financial statements.

(1) - Finance lease represents computer software, see Note 5, Property and Equipment, Net, to the consolidated financial statements.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

March 31, 2026

NOTE 12 – REVENUE RECOGNITION

1 unchanged sentence

Three Months Ended

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

(in thousands)

7 unchanged sentences

Revenue by geography is based on the country of the Company’s contracting entity.

Total United States revenue was approximately 100 % of total revenue for the three months ended September 30, 2025 and 2024 and the nine months ended September 30, 2025 and 2024, respectively.

As of September 30, 2025, and December 31, 2024 , approximately 100 % of our long-lived assets, including websites and other intangible assets used in revenue generation, were attributable to operations in the United States.

Total United States revenue was approximately 100 % of total revenue for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026 and December 31, 2025, approximately 100 % of our long-lived assets, including websites and other intangible assets used in revenue generation, were attributable to operations in the United States.

Deferred Revenue

The movement in deferred revenue during the nine months ended September 30, 2025 and the year ended December 31, 2024 comprised the following:

September 30, 2025

The movement in deferred revenue during the three months ended March 31, 2026 and the year ended December 31, 2025, comprised the following:

March 31, 2026

December 31, 2025

4 unchanged sentences

Deferred revenue at the end of the period

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

NOTE 13 – STOCK-BASED COMPENSATION

1 unchanged sentence

The 2022 Stock Option Plan provides for the grant of awards to eligible employees, directors and consultants in the form of stock options.

The purpose of the 2022 Stock Option Plan is to provide an incentive to attract and retain directors, officers, consultants, advisors and employees whose services are considered valuable, to encourage a sense of proprietorship and to stimulate an active interest of such persons in our development and financial success.

The 2022 Stock Option Plan has a term of 10 years and authorizes the issuance of up to 22,500,000 shares of the Company’s common stock.

As of September 30, 2025 , 12,283,017 s hares were remaining under the 2022 Stock Option Plan for future issuance.

As of September 30, 2025, options to purchase 10,216,983 shares of common stock were outstanding, in the aggregate, under the Company's 2013 Stock Option Plan, 2015 Stock Option Plan, 2019 Stock Option Plan, and the 2022 Stock Option Plan at a weighted-average exercise price of $ 0.10 per share.

As of March 31, 2026, 11,839,267 shares were remaining under the 2022 Stock Option Plan for future issuance.

As of March 31, 2026, options to purchase 10,660,733 sha res of common stock were outstanding, in the aggregate, under the Company's 2013 Stock Option Plan, 2015 Stock Option Plan, 2019 Stock Option Plan, and the 2022 Stock Option Plan at a weighted-average exercise price of $ 0.09 per share.

No further grants can be made under any of the Company's stock option plans other than the 2022 Stock Option Plan.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Compensation expense recorded in connection with the 2022 Stock Option Plan was $ 27,000 and $ 57,000 for the three months ended September 30, 2025 and 2024, respectively, and $ 98,000 and $ 191,000 for the nine months ended September 30, 2025 and 2024, respectively.

Compensation expense recorded in connection with the 2022 Stock Option Plan was $ 21,000 and $ 37,000 for the three months ended March 31, 2026 and 2025, respectively.

These amounts have been recognized as a component of general and administrative expenses in the accompanying consolidated financial statements.

The following table presents the activity of the Company’s outstanding common stock options for the nine months ended September 30, 2025:

The following table presents the activity of the Company’s outstanding common stock options for the three months ended March 31, 2026:

Number of Options

2 unchanged sentences

Aggregate Intrinsic Value

(in thousands)

Common stock options:

Balance outstanding at December 31, 2025

Balance outstanding at September 30, 2025

Exercisable at September 30, 2025

Unvested at September 30, 2025

During the nine months ended September 30, 2025, 400,000 options were issued.

During the nine months ended September 30, 2024 , 219,673 options were issued.

As of September 30, 2025, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $ 110,000 to be recognized through July 2027.

Balance outstanding at March 31, 2026

Exercisable at March 31, 2026

Unvested at March 31, 2026

During the three months ended March 31, 2026 , 400,000 options were issued.

During the three months ended March 31, 2025, 400,000 options were issued.

As of March 31, 2026, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $ 65,000 to be recognized through July 2027.

The Company estimates the fair value of share-based compensation utilizing the Black-Scholes option pricing model, which is dependent upon several variables such as the expected option term, expected volatility of our stock price over the expected option term, expected risk-free interest rate over the expected option term, expected dividend yield rate over the expected option term, and an estimate of expected forfeiture rates.

The following table provides the weighted-average assumptions used in determining the fair value of the stock option awards for the nine months ended September 30, 2025 and 2024:

September 30, 2025

September 30, 2024

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

The following table provides the weighted-average assumptions used in determining the fair value of the stock option awards for the three months ended March 31, 2026 and 2025:

March 31, 2026

March 31, 2025

Expected life (years)

4 unchanged sentences

The expected life is computed using the simplified method, which is the average of the vesting term and the contractual term.

The expected volatility is based on an average of similar public company's historical volatility, as the Company's common stock is quoted in the over-the-counter market on the OTCQB Tier of the OTC Markets, Inc.

The expected volatility is based on an average of similar public companies' historical volatility, as the Company's common stock is quoted in the over-the-counter market on the OTCID Tier of the OTC Markets, Inc.

The risk-free interest rate is based on the U.S.

Treasury yields with terms equivalent to the expected term of the related option at the time of the grant.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Dividend yield is based on historical trends.

16 unchanged sentences

The carrying value of the Centre Lane Senior Secured Credit Facility approximates the fair value due to their nature and level of risk.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

Assets Measured at Fair Value on a Non-Recurring Basis

1 unchanged sentence

These assets include goodwill and intangible assets, net.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

The below table shows the quantitative information for assets measured at fair value on a non-recurring basis:

Quantitative Information About Level 3 Fair Value Measurements

Valuation Technique

Unobservable Input

(Weighted-Average Cost of Capital)

(in thousands)

Discounted cash flow

Discount rate

Goodwill and Intangibles Assets

2 unchanged sentences

We estimated the fair value of our reporting units utilizing an income approach (discounted cash flow method), which incorporated significant unobservable Level 3 inputs.

During the year ended December 31, 2024 , an impairment assessment was performed on goodwill for the Ad Network, Owned & Operating and Insights reporting units.

Our quantitative assessment concluded that it was more likely than not that the estimated fair value of the Ad Network, Owned & Operating and Insights reporting units exceeds its carrying amount.

Since the assets are considered recoverable, no impairment charge was recognized for the year ended December 31, 2024.

There was no triggering event or impairment for the nine months ended September 30, 2025.

During the year ended December 31, 2025 , an impairment assessment was performed on goodwill for the Ad Network, Owned & Operated and Insights reporting units.

The assessment indicated that the carrying value was in excess of its implied fair value, resulting in an impairment charge of approximately $ 786,000 .

There was no triggering event or impairment for the three months ended March 31, 2026.

Centre Lane Senior Secured Credit Facility

2 unchanged sentences

If the debt is extinguished, the old debt is derecognized and the new debt is recorded at fair value, which becomes the new carrying value.

The Company utilizes a third-party valuation company to calculate the present value of the cash flows under the terms of each new amendment and determines if it was substantially different by at least 10 % from the present value of the remaining cash flow of the original debt instrument.

Amendments Twenty-Two and Twenty-Three were considered modifications.

The Company calculates the present value of the cash flows under the terms of each new amendment and determines if it was substantially different by at least 10 % from the present value of the remaining cash flow of the original debt instrument.

Amendments Twenty-Two, Twenty-Three, Twenty-Four, and Twenty-Five were considered modifications.

For further information on modifications and extinguishments, see the amendments table within Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

NOTE 15 – COMMITMENTS AND CONTINGENCIES

6 unchanged sentences

The Company will then continue to monitor the matter for further developments that could affect the amount of any such accrued liability.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

On July 11, 2023, Ladenburg Thalmann & Co.

14 unchanged sentences

The Company obtained the bond and a stay of execution of the judgment was granted on February 3, 2025.

On May 9, 2025, the Company appealed to the United States Court of Appeals for the Eleventh Circuit.

On May 9, 2025, the Company appealed to the United States Court of Appeals for the Eleventh Circuit Court of Appeals.

Ladenburg filed a response on July 9, 2025, and the Company accrued an additional $242,000 to cover fees related to this matter.

The Company replied to Ladenburg's response on August 29, 2025.

The matter is now fully briefed for the appellate court.

The outcome of this matter is not determinable as of the date of issuance of these consolidated financial statements.

On March 26, 2026, the Company and Ladenburg entered into a binding settlement agreement and mutual release.

Pursuant to the settlement agreement, the Company agreed to pay a total settlement amount of $950,000.

The settlement amount is expected to be funded from the restricted cash collateral securing the appeal bond.

Following payment of the settlement amount and satisfaction of related obligations, any remaining bond funds are expected to be returned to Centre Lane Partners.

The Company recorded the effect of the settlement in its consolidated financial statements for the three months ended March 31, 2026.

The settlement resulted in a reduction of litigation-related accruals and the recognition of a net gain of approximately $1.1 million reflected within legal fees in general and administrative expenses for the three months ended March 31, 2026.

Other Litigation

5 unchanged sentences

The outcome is not determinable as of the issuance of these consolidated financial statements.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

NOTE 16 – STOCKHOLDERS' DEFICIT

9 unchanged sentences

The designations, rights and preferences of the Series F-1, Series F-2 and Series F-3 are identical, other than the dividend rate, liquidation preference and date of automatic conversion into shares of our common stock.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

Additional terms of the designations, rights and preferences of the Series F-1, Series F-2 and Series F-3 include:

13 unchanged sentences

Both the voluntary and automatic conversion formulas are subject to proportional adjustment in the event of stock splits, stock dividends and similar corporate events.

There were no shares of preferred stock issued or outstanding at September 30, 2025, and December 31, 2024.

At September 30, 2025 and December 31, 2024, there was an accrued unpaid preference dividend of $ 691,000 .

There were no shares of preferred stock issued or outstanding at March 31, 2026 and December 31, 2025.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

At March 31, 2026 and December 31, 2025, there was an accrued unpaid preference dividend of $ 691,000 and $ 691,000 , respectively.

This amount is payable to the Company's former Chairman of the Board, Mr.

3 unchanged sentences

The 2022 Stock Option Plan has a term of 10 years and authorizes the issuance of up to 22,500,000 shares of the Company’s common stock.

As of September 30, 2025, 12,283,017 shares were remaining under the 2022 Stock Option Plan for future issuance.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

As of March 31, 2026, 11,839,267 shares were remaining under the 2022 Stock Option Plan for future issuance.

Issue of Common Stock

During the three and nine months ended September 30, 2025, the Company issued shares of our common stock as follows (in thousands, except share data):

Three Months Ended

Nine Months Ended

September 30, 2025

Common stock issued to Centre Lane related to debt financing

Common stock issued for options exercised

During the three months ended March 31, 2026, the Company issued shares of our common stock as follows (in thousands, except share data):

Three Months Ended March 31, 2026

Common stock issued to Centre Lane Partners

Shares of common stock issued, net

During the three and nine months ended September 30, 2024, the Company issued shares of our common stock as follows (in thousands, except share data):

Three Months Ended

Nine Months Ended

September 30, 2024

During the three months ended March 31, 2025, the Company issued shares of our common stock as follows (in thousands, except share data):

Three Months Ended March 31, 2025

Common stock issued for options exercised

Common stock issued for services rendered

Shares of common stock issued, net

Treasury Stock

During the nine months ended September 30, 2025 , two shareholders relinquished 557,200 shares of the Company's common stock, which were acquired by the Company at no cost to the Company.

A total of 2,185,575 shares of the Company's common stock, with a value of $ 220,000 are being held as Treasury Stock by the Company.

At September 30, 2025 and December 31, 2024, we had 175,000 and 10,573,700 c ommon stock warrants outstanding to purchase shares of our common stock, respectively, with exercise prices ranging between $ 0.75 and $ 1.00 per share.

Of the 175,000 common stock warrants outstanding at September 30, 2025, all 175,000 will expire in 2030.

Approximately 4,256,200 and 10,398,700 common stock warrants expired during the three and nine months ended September 30, 2025, respectively, and 660,720 and 3,153,470 common stock warrants expired during the three and nine months ended September 30, 2024, respectively.

At March 31, 2026 and December 31, 2025, we had 175,000 and 175,000 c ommon stock warrants outstanding to purchase shares of our common stock, respectively, with exercise prices ranging between $ 0.75 and $ 1.00 per share.

Of the 175,000 common stock warrants outstanding at March 31, 2026, all 175,000 will expire in 2030.

No common stock warrants expired during the three months ended March 31, 2026.

Approximately 5,117,500 common stock warrants expired during the three months ended March 31, 2025.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

A summary of the Company’s warrants outstanding as of September 30, 2025 and December 31, 2024, is presented below.

September 30, 2025

March 31, 2026

A summary of the Company’s warrants outstanding as of March 31, 2026 and December 31, 2025, is presented below.

March 31, 2026

Exercise Price

Number Outstanding

Gross Cash Proceeds

(if exercised, in thousands)

Gross Cash Proceeds (if exercised, in thousands)

December 31, 2025

1 unchanged sentence

Number Outstanding

Gross Cash Proceeds

(if exercised, in thousands)

Gross Cash Proceeds (if exercised, in thousands)

NOTE 17 – LOSS PER SHARE

As of September 30, 2025 and 2024, there were 180,347,712 and 172,462,836 shares of common stock issued, respectively, and 178,440,337 and 171,112,661 shares of common stock outstanding, respectively.

Outstanding shares as of September 30, 2025 and 2024, have been adjusted to reflect 1,907,375 and 1,350,175 treasury shares, respectively.

As of March 31, 2026 and 2025, there were 186,141,070 and 177,515,227 shares of common stock issued, respectively, and 183,955,495 and 175,965,052 shares of common stock outstanding, respectively.

Outstanding shares as of March 31, 2026 and 2025, have been adjusted to reflect 2,185,575 and 1,550,175 treasury shares, respectively.

Basic net loss per share is computed by dividing the net earnings attributable to common shareholders by the weighted-average number of common shares outstanding during the period.

2 unchanged sentences

The dilutive effect, if any, of outstanding common share equivalents is reflected in diluted earnings per share by application of the treasury stock method, and if-converted method, as applicable.

The following tables reconcile actual basic and diluted earnings per share for the three and nine months ended September 30, 2025 and 2024.

The following tables reconcile actual basic and diluted earnings per share for the three months ended March 31, 2026 and 2025:

Three Months Ended

Nine Months Ended

September 30, 2025

September 30, 2024

September 30, 2025

September 30, 2024

March 31, 2026

March 31, 2025

(in thousands, except per share data)

3 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2025

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three and nine months ended September 30, 2025 and 2024 were as follows:

September 30, 2025

September 30, 2024

March 31, 2026

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three months ended March 31, 2026 and 2025 were as follows:

March 31, 2026

March 31, 2025

Shares unvested and subject to exercise of stock options

5 unchanged sentences

In connection with the Twenty-Third Amendment, on September 30, 2025, the Company issued an additional 2,832,485 shares of common stock of the Company to Centre Lane Partners.

In connection with the Twenty-Fourth Amendment, on December 31, 2025, the Company issued an additional 2,870,792 shares of common stock of the Company to Centre Lane Partners.

In connection with the Twenty-Fifth Amendment, on March 31, 2026, the Company issued an additional 2,922,566 shares of the common stock, to Centre Lane Partners.

BV Agency, LLC, and Centre Lane Partners own approximately 14.4 % and 12.9 % of the Company’s outstanding common stock, respectively.

1 unchanged sentence

As a result, BV Agency, LLC, and Centre Lane Partners together are considered to be related parties of the Company.

Through September 30, 2025, the Company has entered into 23 amendments to the Credit Agreement between itself and Centre Lane Partners.

The total related party debt owed to Centre Lane Partners was $ 83.6 million and $ 78.8 million as of September 30, 2025 and December 31, 2024, respectively.

Through March 31, 2026, the Company has entered into 25 amendments to the Credit Agreement between itself and Centre Lane Partners.

The total related party debt owed to Centre Lane Partners was $ 88.2 million and $ 86.1 million as of March 31, 2026 and December 31, 2025, respectively.

See Note 10, Centre Lane Senior Secured Credit Facility, to the Company’s consolidated financial statements for details on this facility.

Preferred Stock

At September 30, 2025 and December 31, 2024, there was an accrued unpaid preference dividend of $ 691,000 .

At March 31, 2026 and December 31, 2025, there was an accrued unpaid preference dividend of $ 691,000 and $ 691,000 , respectively.

This amount is payable to the Company's former Chairman of the Board, Mr.

Kip Speyer, and is included under other liabilities on the consolidated balance sheets.

NOTE 19 – INCOME TAXES

The Company recorded a tax provision of $ 0 for the three and nine months ended September 30, 2025 and 2024, due in large part to its expected tax losses for the period and maintained a full valuation allowance against its net deferred tax assets.

At September 30, 2025 and December 31, 2024 , the Company had no unrecognized tax benefits or accrued interest and penalties recorded.

No interest and penalties were recognized during the three and nine months ended September 30, 2025 and 2024.

The Company recorded a tax provision of $ 0 for the three months ended March 31, 2026 and 2025, due in large part to its expected tax losses for the period and maintained a full valuation allowance against its net deferred tax assets.

At March 31, 2026 and December 31, 2025 , the Company had no unrecognized tax benefits or accrued interest and penalties recorded.

No interest and penalties were recognized during the three months ended March 31, 2026 and 2025.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law.

1 unchanged sentence

tax policy, trade regulations, and federal spending priorities, including provisions such as the permanent extension of certain expiring provisions of the 2017 Tax Cuts and Jobs Act.

We do not anticipate the OBBBA to have a significant impact to our consolidated financial statements, and will continue to evaluate the impact as more guidance becomes available.

We do not anticipate the OBBBA to have a significant impact to our consolidated financial statements.

NOTE 20 – SUBSEQUENT EVENTS

Executive Team Transition

Effective May 1, 2026, the Board of Directors appointed Ari Olgun as Chief Financial Officer to replace Ethan Rudin, who ceased to serve as the Company's Chief Financial Officer effective April 30, 2026.

The Company filed a Current Report on Form 8-K on May 6, 2026, providing additional information regarding this transition.

Ladenburg Litigation Settlement

On March 26, 2026, the Company entered into a binding settlement agreement and mutual release with Ladenburg in connection with the litigation described in Note 15, Commitments and Contingencies, to the Company's consolidated financial statements.

Pursuant to the settlement agreement, the Company agreed to pay approximately $ 950,000 .

Subsequent to March 31, 2026, the Company used a portion of the restricted cash collateral securing the appeal bond to satisfy amounts due under the settlement and related obligations.

Following satisfaction of the settlement and related obligations, any remaining restricted cash collateral is expected to be returned to Centre Lane Partners.

As of May 7, 2026, the Company had approximately $1.0 million of restricted cash, compared to approximately $1.9 million of restricted cash as of March 31, 2026, and December 31, 2025.

The decrease in restricted cash primarily reflects amounts associated with the settlement and related obligations as described above.

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-Q

Item 1. Financial Statements