What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-12 · 286 added, 234 removed, 670 unchanged (44% of the section changed)

3 unchanged sentences

(in thousands, except share and per share figures)

March 31, 2026

June 30, 2026

December 31, 2025*

21 unchanged sentences

Stockholders' deficit:

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

Convertible preferred stock, par value $ 0.01 , 20,000,000 shares authorized, no shares issued or outstanding at June 30, 2026 and December 31, 2025, respectively

Common stock, par value $ 0.01 , 324,000,000 shares authorized, 189,121,973 and 183,218,504 shares issued, and 186,936,398 and 181,032,929 shares outstanding at June 30, 2026 and December 31, 2025, respectively

Treasury stock at cost, 2,185,575 and 2,185,575 shares at June 30, 2026 and December 31, 2025, respectively

Additional paid-in capital

9 unchanged sentences

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Cost of revenue

General and administrative expenses

Gain on sale of intangible assets

Income (loss) from operations

23 unchanged sentences

Balance at March 31, 2025

Stock-based compensation

Adjustment from foreign currency translation, net

Balance at June 30, 2025

Treasury Stock

Additional Paid-in

Accumulated Other Comprehensive

Total Stockholders'

Balance at December 31, 2025*

2 unchanged sentences

Balance at March 31, 2026

Common stock issued to Centre Lane Partners

Stock-based compensation

Balance at June 30, 2026

* Derived from audited consolidated financial statements.

4 unchanged sentences

(in thousands)

For the Three Months Ended

March 31, 2026

March 31, 2025

For the Six Months Ended

June 30, 2026

June 30, 2025

Cash flows from operating activities:

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

Adjustments to reconcile net loss to net cash provided by (used in) operating activities

Depreciation expense

3 unchanged sentences

Amortization of intangible assets

Gain on sale of intangible assets

Stock-based compensation

Common stock issued to Centre Lane Partners for debt modification

Provison for credit losses

Provision for credit losses

Changes in operating assets and liabilities:

6 unchanged sentences

Deferred revenue

Net cash used in operating activities

Net cash provided by (used in) operating activities

Cash flows from investing activities:

Purchase of property and equipment

Net cash used in investing activities

Proceeds from sale of intangible assets

Net cash provided by (used in) investing activities

Cash flows from financing activities:

15 unchanged sentences

Supplemental disclosure of non-cash investing and financing activities:

Annual administration fee to Centre Lane Partners for debt financing

Common stock issued to Centre Lane Partners for debt modification

2 unchanged sentences

NOTES TO CONSOLID ATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

NOTE 1 – DESCRIPTION OF BUSINESS AND DEVELOPMENTS

2 unchanged sentences

(together with its wholly-owned subsidiaries, the “Company,” “Bright Mountain” or “we”) is an end-to-end digital media and advertising services company that efficiently connects brands with targeted consumer demographics.

We focus on digital publishing, advertising technology, consumer insights, creative services, and media services.

We focus on digital publishing, advertising technology, consumer insights, and creative and media services.

Digital Publishing

Our digital publishing division focuses on developing content that attracts an audience and monetizes that audience through advertising.

The current portfolio of owned and operated websites is focused on moms, parenting, families, and more broadly, women.

The portfolio consists of popular websites including Mom.com, Cafemom.com, LittleThings.com, and MamasLatinas.com.

This demographic is highly sought after by brands and their advertising agencies.

We use internal and external technologies to constantly improve the effectiveness and efficiency of the content we create.

Our portfolio of owned and operated websites is focused on parenting, families, women's lifestyle, and related consumer interests.

As of June 30, 2026, our portfolio includes Cafemom.com, LittleThings.com, MamasLatinas.com, and other digital media properties.

We use internal and external technologies to continually improve the effectiveness and efficiency of the content we create.

Our publishing division monetizes its audiences through both direct and programmatic advertising sales.

During the three and six months ended June 30, 2026, the Company completed the sale of the Mom.com domain name and related assets.

See Note 20, Sale of Mom.com Domain Name, to the consolidated financial statements.

Advertising Technology

8 unchanged sentences

Our cutting-edge approach combines advanced data analytics, artificial intelligence, and comprehensive market research, to uncover actionable insights that drive informed decision-making.

Creative Services

Our creative services division transforms data into award-winning campaigns.

We are uniquely able to leverage insights teams with highly strategic media planning and buying teams to ensure brands not only position their advertising precisely, but also yield impactful business results.

Our goal is to combine data-driven decisions with creativity fueled by a deep understanding of modern culture.

Media Services

Our media services division focuses on advertisers and agencies by providing access to premium inventory, leveraging data to optimize programmatic campaigns.

Our aim is to empower clients to access the most sought-after advertising spaces across diverse platforms tailored to their specific needs and preferences.

Our data-driven approach aims to ensure that ad placements are not only well-targeted, but also continuously optimized for maximum efficiency and return on investment ("ROI").

Our commitment to combining premium inventory access with data-driven programmatic campaign optimization makes us a valuable partner in the success of our clients' advertising and marketing endeavors.

Creative and Media Services

Our creative and media services division provides integrated advertising and marketing solutions that combine data-driven insights, strategic media planning and buying, creative campaign development, and programmatic media execution.

By leveraging data, premium advertising inventory, and audience targeting capabilities, we help clients deliver effective campaigns that maximize reach, optimize performance, and improve return on investment.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 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 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.

The accompanying unaudited consolidated financial statements for the three and six months ended June 30, 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 $ 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.

Historically, the Company has incurred losses, which have resulted in an accumulated deficit of approximately $ 184.8 million as of June 30, 2026.

Cash flows provided by (used in) operating activities were approximately $( 483,000 ) and $ 1.2 million for the six months ended June 30, 2026, and 2025, respectively.

As of June 30, 2026, the Company had a working capital deficit of approximately $ 99.0 million , inclusive of $ 1.0 million in cash and cash equivalents.

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

March 31, 2026

June 30, 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 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.

As of June 30, 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 $ 537,000 as of June 30, 2026, and $ 994,000 as of December 31, 2025.

As of June 30, 2026, and December 31, 2025, the Company did not exceed the insurance limit of approximately $ 30,000 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 March 31, 2026 and December 31, 2025, the Company had $ 594,000 and $ 1.4 million , respectively, in cash and cash equivalents.

At June 30, 2026, and December 31, 2025, the Company had approximately $ 1.0 million 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 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.

At December 31, 2025, the Company had approximately $ 1.9 million in restricted cash, which was designated specifically for settlement of a legal judgment.

During the six months ended June 30, 2026 , a portion of the restricted cash was used to fund the settlement of the related litigation, and the remaining restricted cash balance was released following satisfaction of the related obligations.

As a result, the Company did no t hold any restricted cash at June 30, 2026 .

See Note 10, Centre Lane Senior Secured Credit Facility and Note 15, Commitments and Contingencies, to the consolidated financial statements.

Off-balance Sheet Arrangements

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

There are no off-balance sheet arrangements as of June 30, 2026 and December 31, 2025 .

Segment Reporting

5 unchanged sentences

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.

Our divisions are digital publishing, advertising technology, consumer insights, and creative 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

June 30, 2026

Use of Estimates

17 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.

We maintain an allowance for current expected credit losses based upon the expected collectability of accounts receivable balances.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

The following tables provide information about concentrations that exceed 10% of revenue and accounts receivable for the period:

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

Revenue Concentration

3 unchanged sentences

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

March 31, 2026

June 30, 2026

December 31, 2025

4 unchanged sentences

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

Subsequent Events

The Company evaluated subsequent events through August 6, 2026 , the date the consolidated financial statements were issued.

Effective Accounting Pronouncements Adopted

4 unchanged sentences

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 guidance became effective for the Company on January 1, 2026, and is 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.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

Accounting Pronouncements Not Yet Adopted

1 unchanged sentence

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

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

Disaggregation of Income Statement Expenses .

The guidance was subsequently amended in January 2025 by ASU No,.

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 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.

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

4 unchanged sentences

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.

3 unchanged sentences

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.

2 unchanged sentences

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.

4 unchanged sentences

Accounts receivable, net, consisted of the following:

March 31, 2026

June 30, 2026

December 31, 2025

6 unchanged sentences

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

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

Expected credit losses were approximately $ 21,000 and $ 68,000 for t he three months ended June 30, 2026, and 2025, respectively, and $ 60,000 and $ 79,000 for the six months ended June 30, 2026, and 2025 , respectively.

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

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

NOTE 4 – PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets consisted of the following:

March 31, 2026

June 30, 2026

December 31, 2025

7 unchanged sentences

Prepaid expenses and other current assets

(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.

(1) - Includes approximately $ 181,000 and $ 276,000 , which is being paid over a period of time and is included in accounts payable at June 30, 2026, and December 31, 2025 , respectively.

(2) - Includes approximately $ 329,000 and $ 280,000 , which is being paid over a period of time and is included in accounts payable at June 30, 2026, and December 31, 2025 , respectively.

NOTE 5 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following:

March 31, 2026

June 30, 2026

December 31, 2025

4 unchanged sentences

Property and equipment, net

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

Depreciation expense for the three months ended June 30, 2026, and 2025, was approximately $ 17,000 and $ 15,000 , res pectively, and $ 34,000 and $ 28,000 for the six months ended June 30, 2026, and 2025 , respectively.

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

1 unchanged sentence

Website acquisitions, net, consisted of the following:

March 31, 2026

June 30, 2026

December 31, 2025

5 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

Other intangible assets, net, consisted of the following:

March 31, 2026

June 30, 2026

December 31, 2025

10 unchanged sentences

Other intangible assets, net

March 31, 2026

During the year ended December 31, 2025, an impairment assessment was performed .

There was no impairment loss for the year ended December 31, 2025.

June 30, 2026

December 31, 2025

2 unchanged sentences

Intangible assets, net

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):

During the six months ended June 30, 2026, the Company completed the sale of the Mom.com domain name and related social media accounts.

As a result, the Company derecognized an immaterial carrying amount of the related website acquisition and IP/technology intangible assets.

See Note 20, Sale of Mom.com Domain Name, to the consolidated financial statements.

Amortization expense for the three months ended June 30, 2026, and 2025, was approximately $ 450,000 and $ 485,000 , respectively, and $ 895,000 and $ 970,000 for t he six months ended June 30, 2026, and 2025.

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

As of June 30, 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

June 30, 2026

NOTE 7 – GOODWILL

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

The following table represents the allocation of goodwill as of June 30, 2026 and December 31, 2025:

Owned & Operated

1 unchanged sentence

December 31, 2025

March 31, 2026

June 30, 2026

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

1 unchanged sentence

"Owned & Operated", "Ad Network", and "Insights".

Goodwill is tested for impairment at least annually and if triggering events are noted prior to the annual assessment.

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

Goodwill is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the carrying amount of a reporting unit may exceed its fair value.

The Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount.

If the qualitative assessment indicates that further testing is necessary, a quantitative impairment test is performed.

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 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 assessment concluded that it was more likely than not that the estimated fair value of the Owned & Operated reporting unit was 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.

7 unchanged sentences

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 .

There were no triggering events requiring an interim impairment assessment, and no impairment charges were recognized during the six months ended June 30, 2026 .

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:

March 31, 2026

June 30, 2026

December 31, 2025

6 unchanged sentences

Total accounts payable and accrued expenses

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

(1) - Accounts payable includes $ 5.4 million and $ 5.4 million at June 30, 2026, and December 31, 2025 , respectively, for Slutzky & Winshman Ltd.

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

1 unchanged sentence

Other current liabilities consisted of the following:

March 31, 2026

June 30, 2026

December 31, 2025

13 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

NOTE 10 – CENTRE LANE SENIOR SECURED CREDIT FACILITY

3 unchanged sentences

Additional Draws

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.

As of June 30, 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.

On May 21, 2026, the Company entered into the Twenty-Sixth Amendment to the Credit Agreement with Centre Lane Partners.

The amendment modified certain provisions applicable to the Twenty-First Amendment Term Loans, including prepayment provisions, and provided for the waiver of certain potential events of default related to the timing of required prepayments following settlement of the Ladenburg litigation and release of the related bond collateral.

In connection with the amendment, approximately $ 994,000 of restricted cash collateral securing the Ladenburg litigation bond was applied to reduce the outstanding principal balance of the Twenty-First Amendment Term Loan.

The remaining restricted cash collateral was released and returned to Centre Lane Partners as of June 30, 2026.

Optional Prepayment

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 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 March 31, 2026 , the SOFR floor was 5.00 % per annum, thus the overall PIK rate on these facilities was 8.00 % ;

At June 30, 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 March 31, 2026;

The overall PIK rate on these facilities was 7.00 % at June 30, 2026;

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

12 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 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:

8 unchanged sentences

• 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 .

Quarterly amortization payments resumed and were 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

On June 10, 2026, in connection with the sale of the Mom.com domain name and related assets (as described further in Note 20, Sale of Mom.com Domain Name, to the consolidated financial statements), the Company obtained a consent of Centre Lane Partners under the Credit Agreement to the sale.

Pursuant to the consent, the Company agreed to apply approximately $ 613,000 of the proceeds from the sale to prepay a portion of the First Out Term Loans outstanding under the Centre Lane Senior Secured Credit Facility.

The prepayment was applied in full satisfaction of the amortization payment due on the First Out Term Loans on June 30, 2026.

Further, the consent provided that all other amounts due under the Centre Lane Senior Secured Credit Facility on June 30, 2026, including the amortization payment due on the Second Out Loans, would be paid-in-kind instead of paid in cash.

Effective June 30, 2026, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Seventh Amendment to the Credit Agreement, which applied the following adjustments to loans with outstanding payments due on June 30, 2026, including the following modifications:

• Converting the Second Out Loans cash interest due on June 30, 2026, to interest PIK;

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

• Following payments made as of June 30, 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 September 30, 2026 .

Also in connection with the Twenty-Seventh 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 2,980,903 shares of the common stock, to Centre Lane Partners.

As of June 30, 2026, BV Agency, LLC, an affiliate of the lenders, and Centre Lane Partners owned approximately 14.1 % and 14.3 % of the Company’s outstanding common stock, respectively.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

For the three and six months ended June 30, 2026, the Company paid approximately $ 2.1 million and $ 2.7 million toward the principal loan balance, respectively.

For the three and six months ended June 30, 2025, the Company paid approximately $ 2.0 million and $ 2.0 million toward the principal loan balance, respectively.

During the three and six months ended June 30, 2026, the Company paid approximately $ 85,000 and $ 144,000 toward outstanding interest payable, respectively.

D uring the three and six months ended June 30, 2025, the Company paid approximately $ 532,000 and $ 532,000 toward the outstanding interest payable, respectively.

As of June 30, 2026, we owed Centre Lane $ 88.8 million under the Centre Lane Senior Secured Credit Facility.

Of this amount, $ 1.4 million is due on September 30, 2026, and the remaining principal balance of $ 87.4 million is due on December 20, 2026.

Pursuant to the terms of the amended credit facility, the total contractual amount payable at maturity, including interest PIK, is approximately $94.9 million, consistent with the amount disclosed in the Company’s Current Report on Form 8-K filed on July 7, 2026.

The below table summarizes the loan balan ces at June 30, 2026, and December 31, 2025:

June 30, 2026

December 31, 2025

4 unchanged sentences

Outstanding principal

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

The below table summarizes the movement in the outstanding principal at June 30, 2026, and December 31, 2025:

June 30, 2026

December 31, 2025

7 unchanged sentences

The accumulated administrative fee since inception of the fa cility is $ 245,000 and is included in outstanding principal.

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

The administrative fee charged during the three and six months ended June 30, 2026, and 2025 , was $ 35,000 and $ 35,000 , respectively.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

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

As of June 30, 2026 , there were 27 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.

7 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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):

June 30, 2026

The below table summarizes the amendments that were executed by the Company from the inception of the facility to June 30, 2026 (in thousands, except for share data):

Amendment No.

14 unchanged sentences

(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 %.

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

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

Amendments Twenty, Twenty-Three, Twenty-Four, Twenty-Five, and Twenty-Seven 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 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.

As of June 30, 2026, and December 31, 2025, the carrying value of the Centre Lane Senior Secured Credit Facility was approximately $ 87.8 million and $ 84.3 million , respectively, net of unamortized debt discount of $ 1.0 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 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

March 31, 2026

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

June 30, 2026

During the three and six months ended June 30, 2026, the Company recorded amortization of debt discount of $ 486,000 and $ 946,000 on the Centre Lane Senior Secured Credit Facility, respectively.

Amortization of debt discount for the three and six months ended June 30, 2025, was $ 556,000 and $ 1.2 million , respectively.

Interest expense for the three and six months ended June 30, 2026, and 2025, consisted of the following:

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

(in thousands)

8 unchanged sentences

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

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.

At June 30, 2026, and December 31, 2025, the operating lease right-of-use asset was approximately $ 127,000 and $ 173,000 , r espectively, and is included under assets on the consolidated balance sheets.

At June 30, 2026, and December 31, 2025, the operating lease right-of-use liability was approximately $ 128,000 and $ 160,000 , respectively, including the current portion of $ 105,000 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 $ 49,000 and $ 45,000 for the three months ended March 31, 2026 and 2025, respectively.

Operating lease expense was approximately $ 50,000 and $ 46,000 for the three months ended June 30, 2026, and 2025, respectively.

Operating lease expense was approximately $ 100,000 and $ 91,000 for the six months ended June 30, 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

June 30, 2026

Operating Lease Subleases

3 unchanged sentences

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

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

March 31, 2026

At June 30, 2026, and December 31, 2025, the operating lease subleases right-of-use liability was approximately $ 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 June 30, 2026, and 2025, respectively.

Operating lease sublease income was approximately $ 70,000 and $ 68,000 for the six months ended June 30, 2026, and 2025, 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 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

At June 30, 2026, and December 31, 2025, the finance lease asset was $ 7,000 and $ 20,000 , respectively, and is included under assets on the consolidated balance sheets.

At June 30, 2026, and December 31, 2025, the finance lease liability was $ 7,000 and $ 20,000 , respectively, including the current portion of $ 7,000 and $ 20,000 , respectively, and is included under liabilities on the consolidated balance sheets.

Finance lease expense for the three months ended June 30, 2026 , was $ 7,200 inclusive of interest of $ 600 and amortization of $ 6,600 .

Finance lease expense for the six months ended June 30, 2026 , was $ 14,400 , inclusive of interest of $ 1,500 and amortization of $ 12,900 .

Finance lease expense for the three months ended June 30, 2025 , was $ 7,300 , inclusive of interest of $ 1,900 and amortization of $ 5,400 .

Finance lease expense for the six months ended June 30, 2025 , was $ 14,500 , inclusive of interest of $ 4,000 and amortization of $ 10,500 .

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

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

As of June 30, 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):

June 30, 2026

December 31, 2025

18 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

NOTE 12 – REVENUE RECOGNITION

1 unchanged sentence

Three Months Ended

March 31, 2026

March 31, 2025

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

(in thousands)

2 unchanged sentences

Consumer insights

Creative services

Media services

Creative and media services

Total revenue

1 unchanged sentence

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 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.

Total United States revenue was approximately 100 % of total revenue for the three and six months ended June 30, 2026, and 2025, respectively.

As of June 30, 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 three months ended March 31, 2026 and the year ended December 31, 2025, comprised the following:

March 31, 2026

The movement in deferred revenue during the six months ended June 30, 2026, and the year ended December 31, 2025, comprised the following:

June 30, 2026

December 31, 2025

6 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

NOTE 13 – STOCK-BASED COMPENSATION

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 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.

As of June 30, 2026, 10,884,517 shares were remaining under the 2022 Stock Option Plan for future issuance.

As of June 30, 2026, options to purchase 11,615,483 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 $ 0.08 per share.

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

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.

Compensation expense (benefit) recorded in connection with the 2022 Stock Option Plan was $( 3,000 ) and $ 34,000, for the three months ended June 30, 2026, and 2025, respectively, and $ 18,000 and $ 71,000 , for the six months ended June 30, 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 three months ended March 31, 2026:

The following table presents the activity of the Company’s outstanding common stock options for the six months ended June 30, 2026:

Number of Options

5 unchanged sentences

Balance outstanding at December 31, 2025

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.

Balance outstanding at June 30, 2026

Exercisable at June 30, 2026

Unvested at June 30, 2026

During the six months ended June 30, 2026 , 1,850,000 options were issued.

During the six months ended June 30, 2025, 400,000 options were issued.

As of June 30, 2026, there were total unrecognized compensation costs related to non-vested share-based compensation arrangements of $ 45,000 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.

1 unchanged sentence

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

June 30, 2026

The following table provides the weighted-average assumptions used in determining the fair value of the stock option awards for the six months ended June 30, 2026, and 2025:

June 30, 2026

June 30, 2025

Expected life (years)

27 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

Assets Measured at Fair Value on a Non-Recurring Basis

10 unchanged sentences

Goodwill and Intangibles Assets

Goodwill and intangible assets are tested for impairment at least annually, and if triggering events are noted prior to the annual assessment.

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

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, 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.

Goodwill is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that it is more likely than not that the carrying amount of a reporting unit exceeds its fair value.

An impairment exists when the carrying amount of a reporting unit exceeds its fair value.

The Company estimates the fair value of its reporting units using an income approach (discounted cash flow method), which incorporates significant unobservable inputs and is therefore classified as a Level 3 fair value measurement.

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

Based on the assessment, the carrying amount of the Owned & Operated reporting unit exceeded its fair value, resulting in a goodwill impairment charge of approximately $ 786,000 .

No impairment was recognized for the Ad Network or Insights reporting units.

There was no triggering events requiring an interim impairment assessment, and no impairment charges were recognized during the six months ended June 30, 2026.

Centre Lane Senior Secured Credit Facility

3 unchanged sentences

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.

Amendments Twenty-Three, Twenty-Four, Twenty-Five, and Twenty-Seven 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.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

NOTE 15 – COMMITMENTS AND CONTINGENCIES

10 unchanged sentences

Ladenburg alleges that it entered into an Investment Banking Agreement (the “Agreement”) with the Company on September 1, 2020.

According to Ladenburg, that Agreement provided that Ladenburg would be the exclusive investment advisor and banker for the Company.

Ladenburg alleges that the Agreement entitles them to a fee for any financing transactions (debt financing or merger and acquisition transactions) that the Company engages in during the term of the contract.

In April 2023, the Company informed Ladenburg of the impending acquisition of Big Village Insights, Inc.

and Big Village Agency, LLC (together, the "Big Village Acquisition").

Ladenburg now seeks $1.5 million, plus interest, costs and attorneys’ fees and expenses as a result of that acquisition and debt financing, claiming that it is entitled to a fee.

The Company disputes the allegations and disputes that Ladenburg is entitled to receive any fee since it did not perform any work pertaining to such acquisition.

On November 27, 2024, the District Court entered a judgment in favor of Ladenburg and against the Company granting damages of $1.7 million to Ladenburg.

On December 26, 2024, the Company filed a motion with the District Court requesting that the District Court reconsider its judgment.

This motion was denied on January 30, 2025.

Also on December 26, 2024, the Company and its subsidiaries entered into the Twenty-First Amendment to the Credit Agreement with Centre Lane Partners for the purpose of securing a bond to stay execution of the judgment.

According to Ladenburg, that Agreement provided that Ladenburg would be the exclusive investment advisor and banker for the Company and that the Company entered into a transaction during the term of the Agreement on which Ladenburg was due a fee.

On March 26, 2026, the Company and Ladenburg entered into a binding settlement agreement and mutual release, pursuant to which the Company agreed to pay a total settlement amount of $ 950,000 .

The settlement amount was funded from the restricted cash collateral securing the appeal bond.

Following settlement, approximately $ 994,000 of the remaining restricted cash collateral was applied to reduce the outstanding principal balance of the Twenty-First Amendment Term Loans with Centre Lane Partners, and the remaining restricted cash collateral was released and returned to Centre Lane Partners pursuant to the Twenty-Sixth Amendment to the Credit Agreement.

See Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements.

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 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.

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.

The Company recorded the effects of the settlement in its consolidated financial statements for the six months ended June 30, 2026 , including a reduction of litigation-related accruals and the recognition of a net gain of approximately $ 1.1 million, which is reflected within legal fees in general and administrative expenses.

As of June 30, 2026, the matter has been fully resolved, and the parties have released all claims related to the litigation.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 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

18 unchanged sentences

• the shares are not redeemable by the Company.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

Other designations, rights and preferences of each series of preferred stock are identical, including:

4 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 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.

There were no shares of preferred stock issued or outstanding at June 30, 2026, and December 31, 2025.

At June 30, 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 March 31, 2026, 11,839,267 shares were remaining under the 2022 Stock Option Plan for future issuance.

As of June 30, 2026, 10,884,517 shares were remaining under the 2022 Stock Option Plan for future issuance.

Issue of Common Stock

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

During the three and six months ended June 30, 2026, the Company issued shares of our common stock as follows (in thousands, except share data):

Three Months Ended June 30, 2026

Six Months Ended June 30, 2026

Common stock issued to Centre Lane Partners

Shares of common stock issued, net

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

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

Three Months Ended June 30, 2025

Six Months Ended June 30, 2025

Common stock issued for options exercised

1 unchanged sentence

Treasury Stock

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 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.

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

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

June 30, 2026

At June 30, 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 an exercise price of $ 1.00 per share.

Of the 175,000 common stock warrants outstanding at June 30, 2026, all 175,000 will expire in 2030.

No common stock warrants expired during the three and six months ended June 30, 2026.

Approximately 1,025,000 common stock warrants expired during the three and six months ended June 30, 2025.

A summary of the Company’s warrants outstanding as of June 30, 2026, and December 31, 2025, is presented below.

June 30, 2026

Exercise Price

6 unchanged sentences

NOTE 17 – LOSS PER SHARE

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.

As of June 30, 2026, and 2025, there were 189,121,973 and 177,515,227 shares of common stock issued, respectively, and 186,936,398 and 175,965,052 shares of common stock outstanding, respectively.

Outstanding shares as of June 30, 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 months ended March 31, 2026 and 2025:

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

The following tables reconcile actual basic and diluted earnings per share for the three and six months ended June 30, 2026, and 2025:

Three Months Ended

March 31, 2026

March 31, 2025

(in thousands, except per share data)

Six Months Ended

June 30, 2026

June 30, 2025

June 30, 2026

June 30, 2025

(in thousands, except share and per share data)

Weighted-average common shares outstanding:

Net loss per common share

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share for the three and six months ended June 30, 2026, and 2025, were as follows:

June 30, 2026

June 30, 2025

Shares unvested and subject to exercise of stock options

7 unchanged sentences

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.

In connection with the Twenty-Seventh Amendment, on June 30, 2026, the Company issued an additional 2,980,903 shares of the common stock, to Centre Lane Partners.

BV Agency, LLC, and Centre Lane Partners own approximately 14.1 % and 14.3 % 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 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.

Through June 30, 2026, the Company has entered into 27 amendments to the Credit Agreement between itself and Centre Lane Partners.

The total related party debt owed to Centre Lane Partners was $ 88.8 million and $ 86.1 million as of June 30, 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.

BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2026

Preferred Stock

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

At June 30, 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.

1 unchanged sentence

NOTE 19 – INCOME TAXES

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.

The Company recorded a tax provision of $ 0 for the three and six months ended June 30, 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 June 30, 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 and six months ended June 30, 2026, and 2025.

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

2 unchanged sentences

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.

NOTE 20 – SALE OF MOM.COM DOMAIN NAME

On June 10, 2026, the Company, through its wholly owned subsidiary, CL Media Holdings, LLC, entered into a Domain Name and Social Media Handles Purchase and Sale Agreement with Static Media, Inc., pursuant to which the Company sold the domain name www.mom.com (the "Mom.com domain name") and related social media accounts to Static Media, Inc., for a purchase price of $ 1.1 million.

In connection with the transaction, the Company obtained the consent of Centre Lane Partners, as administrative agent and collateral agent, and the lenders under the Centre Lane Senior Secured Credit Facility.

The prepayment was applied in full satisfaction of the amortization payment due on the First Out Term Loans on June 30, 2026.

See Note 10, Centre Lane Senior Secured Credit Facility, to the consolidated financial statements.

The Company completed the sale of the Mom.com domain name and related social media accounts during the three months ended June 30, 2026.

Upon closing, the Company derecognized an immaterial carrying amount of the related website acquisition and IP/technology intangible assets, and recognized a gain on sale of approximately $ 1.1 million, representing the excess of the proceeds received over the carrying value of those assets and transaction costs.

The gain is included within gain on sale of intangible assets in the accompanying consolidated statements of operations.

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