What changed in this filing

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Item 1. Business

2026-03-26 compared with 2025-03-31 · 108 added, 103 removed, 152 unchanged (58% of the section changed)

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(“Newsmax Media”).

Newsmax Media and the other subsidiaries operate the businesses described herein.

Newsmax Media has six wholly-owned subsidiaries:

Newsmax Broadcasting, LLC, a Florida limited liability company (“Newsmax Broadcasting”), Crown Atlantic Insurance, LLC, a Florida limited liability company (“Crown Atlantic”), Humanix Publishing, LLC, a Florida limited liability company (“Humanix Publishing”), Medix Health LLC, a Florida limited liability company (“Medix Health”), ROI Media Strategies, LLC, a Florida limited liability company (“ROI Media Strategies”), and Newsmax Radio LLC, a Florida limited liability company (“Newsmax Radio,” and together with Newsmax Media, Newsmax Broadcasting, Crown Atlantic Insurance, Humanix Publishing, Medix Health, and ROI Media Strategies, the “Subsidiaries”).

Newsmax Media and its other subsidiaries operate the businesses described herein.

Newsmax Media has six wholly-owned Florida limited liability company subsidiaries (the “Subsidiaries”):

Newsmax Broadcasting, LLC (“Newsmax Broadcasting”), Newsmax Radio LLC (“Newsmax Radio”), Crown Atlantic Insurance, LLC (“Crown Atlantic”), Humanix Publishing, LLC (“Humanix Publishing”), Medix Select, LLC (“Medix Select”), and ROI Media Strategies, LLC (“ROI Media Strategies”).

Newsmax Media was incorporated as Sequoia Digital Corporation in the State of Nevada in 1998.

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Newsmax Media’s ownership of its subsidiaries was not affected or changed as a result of this reorganization.

On March 28, 2025, in accordance with the terms of the applicable Certificates of Designation, all shares of our Series A-1 Preferred Stock, Series A-2 Preferred Stock, and Series A-3 Preferred Stock automatically converted into shares of our then existing Class A Common Stock.

At our election, all shares of our Series A Preferred Stock also converted into shares of Class A Common Stock.

On March 28, 2025, in accordance with the terms of the applicable Certificates of Designation, at our election all shares of our Series A-1 Preferred Stock, Series A-2 Preferred Stock, and Series A-3 Preferred Stock automatically converted into shares of our then existing Class A Common Stock.

All shares of Series B Preferred Stock automatically converted into shares of Class B Common Stock.

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For details of the conversion terms, see “Description of Capital Stock” in our offering statement on Form 1-A filed with the SEC on March 19, 2025.

In addition, on March 28, 2025, we amended and restated our Articles of Incorporation (the “Amended and Restated Articles of Incorporation”) to, among other things, reclassify our applicable authorized share capital to implement a dual class of securities, such that each share of Existing Class A Common Stock except for those held by the CEO, par value $0.001 per share, issued and outstanding immediately prior to the effectiveness of the Amended and Restated Articles of Incorporation (the “Effective Time”) was recapitalized, reclassified and reconstituted into one fully paid and non-assessable share of Class B Common Stock of Newsmax Inc.;

On March 28, 2025, we amended and restated our Articles of Incorporation (the “Amended and Restated Articles of Incorporation”) to, among other things, reclassify our applicable authorized share capital to implement a dual class of securities, such that each share of Existing Class A Common Stock except for those held by the CEO, par value $0.001 per share, issued and outstanding immediately prior to the effectiveness of the Amended and Restated Articles of Incorporation (the “Effective Time”) was recapitalized, reclassified and reconstituted into one fully paid and non-assessable share of Class B Common Stock of Newsmax Inc.;

provided, that each share of our Existing Class A Common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time held by Mr.

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Shares of our Class A Common Stock have ten votes per share, and the shares of Class B Common Stock have one vote per share.

Furthermore, on March 28, 2025, we effectuated a forward stock split (the “Forward Stock Split”) of all of the outstanding shares of Newsmax Inc.

On March 28, 2025, we effectuated a forward stock split (the “Forward Stock Split”) of all of the outstanding shares of Newsmax Inc.

at a ratio of 6,765.396:1 (the “Forward Stock Split Ratio”).

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Any fractional shares resulting from the Forward Stock Split were rounded to the nearest whole share.

All share and per share amounts for all periods presented in this Annual Report have been retroactively adjusted to reflect the Forward Stock Split.

Private Placement

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The Company completed the Private Placement on February 27, 2025, having sold 45,000 shares of its Series B Preferred Stock, resulting in net proceeds to the Company of approximately $206,660,000.

In connection with the Private Placement, the Company issued a three-year warrant to Digital Offering, LLC, as placement agent for the Private Placement, exercisable for 900 shares of Series B Preferred Stock with an exercise price per share of $5,000.

Following the conversion of the underlying Series B preferred stock into Class B common stock in connection with our March 28, 2025 initial public offering, Digital Offering, LLC has a warrant to purchase 900 shares of Class B common stock at an exercise price of $5,000 per share.

Initial Public Offering and Listing

On February 27, 2025, the Company completed the sale of the remaining Series B Preferred Stock from the PPM raising approximately $87.0 million.

On March 24, 2025, a majority in interest of the shareholders of the Company approved the amending and restating of the Company's Articles of Incorporation, the recapitalization of the Company's capital stock, the appointment of directors, and the 2025 Omnibus Equity Incentive Plan.

On March 28, 2025, the Company completed its initial public offering, resulting in total net proceeds of approximately $67.5 million.

On March 28, 2025 the Company also amended and restated its Articles of Incorporation to reclassify its authorized share capital to implement a dual class of securities.

On March 31, 2025, the Company listed on The New York Stock Exchange under the ticker symbol “NMAX”.

Overview of the Business

Newsmax Inc is a television broadcaster and multi-platform content publisher that produces original news and editorial content for consumers through various media outlets, including through its TV news channels, digital and print publications, its popular website Newsmax.com and affiliated sites, its syndicated radio show and podcasts and other platforms in order to sell advertising to third-party marketers as well as offering paid subscriptions to more than a dozen digital and print products sold by Newsmax Media.

Newsmax Media content is carried by all major linear cable and satellite pay TV platforms, MVPDs for the Newsmax channel, and most OTT streaming platforms for its free, ad-supported television (“FAST”) channel Newsmax2, making Newsmax Media content available to over 100 million homes in the U.S.

is a television broadcaster and multi-platform content publisher that produces original news and editorial content for consumers through various media outlets, including through its TV news channels, digital and print publications, its website Newsmax.com and affiliated sites, its syndicated radio show and podcasts, social media accounts, and other platforms in order to sell advertising to third-party marketers as well as offering paid subscriptions to more than a dozen digital and print products sold by Newsmax Media.

Newsmax Broadcasting content is carried by all major linear cable and satellite pay TV platforms, MVPDs for the Newsmax channel, and most OTT streaming platforms for its free, ad-supported television (“FAST”) channel Newsmax2, making Newsmax Media content available to over 100 million homes in the U.S.

In addition, international companies have licensed Newsmax Media’s channels and brands for regional, national and local television and digital media purposes.

Certain licensing agreements currently in place have allowed Newsmax Media’s partners to provide cable television and digital news under the Newsmax Media brand to viewers in several European countries, including Republic of Serbia, Republic of Croatia, Bosnia and Herzegovina, Montenegro, North Macedonia, Slovenia and Albania.

Newsmax Media operates several business lines through its Subsidiaries and divisions, creating a synergistic effect on audience growth, revenues and customer acquisition.

These business lines are grouped into two separate reportable segments which consist of Broadcasting and Digital:

• Broadcasting - The broadcast segment of the Company’s business produces and licenses news, business news and lifestyle content for distribution primarily through MVPDs including cable television systems, direct broadcast satellite operators and telecommunication companies, primarily in the United States.

The components of Broadcasting are as follows:

• Newsmax Broadcasting LLC provides programming through three channels, Newsmax, Newsmax2, and World at War.

During 2025, we executed new multi-year distribution agreements with Free TV in France, HOT in Israel, and PrimeTel in Cyprus, strengthening Newsmax’s presence across Western Europe and the eastern Mediterranean.

The Company has also executed a brand license agreement to launch Newsmax Ukraine, a localized channel expected to go live in 2026.

In the Caribbean and Latin America, Newsmax has entered into a distribution agreement with Supercanal in the Dominican Republic that includes live Spanish dubbing of Newsmax programming (Newsmax en Español), extending accessibility to Spanish-speaking audiences.

Overall, the Newsmax brand is now available in more than 100 countries across five continents, with content distributed in multiple languages to broad international audiences.

Newsmax Media operates several business lines through its Subsidiaries, creating a synergistic effect on audience growth, revenues and customer acquisition.

These business lines are grouped into two separate reportable segments that consist of Broadcasting and Digital:

Broadcasting - The broadcasting segment produces and licenses news, business news and lifestyle content for distribution primarily through MVPDs including cable television systems, direct broadcast satellite operators and telecommunication companies, primarily in the United States.

Its components are:

• Newsmax Broadcasting provides programming through three channels, Newsmax, Newsmax2, and World at War.

Newsmax and World at War are linear cable channels available on pay TV services, and Newsmax2, is a free streaming channel.

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World at War offers 24/7 historical documentaries and movies that have a primary focus on the wars of the past 150 years and the people who fought them.

• Newsmax Radio LLC provides programming through a syndicated radio show as well as widely-available podcasts.

These podcasts include “The Newsmax Daily with Tony Marino,” a talk show with radio personality Gerry Callahan and “Greg Kelly Reports” with its TV host Greg Kelly.

• Digital - The digital segment generates revenues through (1) online advertising, including online display, email advertising, other online placements and print advertisements, (2) subscriptions, including our collection of specialized health and financial newsletters, Newsmax Magazine and four online membership

programs, and (3) e-commerce, primarily through our subsidiaries that sell nutraceutical and nonfiction books on political, financial and health-related topics.

The components of Digital are as follows:

• Humanix Publishing LLC is a print and e-book publishing house that publishes books in the areas of politics, health, personal finance, history, religion and current affairs.

• Newsmax Radio provides widely available programming through a nationally syndicated radio show and a portfolio of podcasts distributed across major audio platforms.

The lineup includes The Rob Carson Show, a daily syndicated talk program hosted by veteran talk radio personality and comedy writer Rob Carson, featuring political commentary and cultural discussion accessible via broadcast radio and digital podcast channels.

In addition, the Company produces The Newsmax Daily with Tony Marino, a daily news brief highlighting top headlines and analysis;

The Gerry Callahan Show, featuring sharp commentary and perspectives on current events;

and Greg Kelly Reports, an audio version of the popular television program hosted by Greg Kelly.

These programs expand Newsmax’s reach into audio audiences and support cross-platform engagement with viewers and listeners across broadcast, streaming, and digital media channels.

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

Its components are:

• Humanix Publishing is a print and e-book publishing house that publishes books in the areas of politics, health, personal finance, history, religion and current affairs.

Under Newsmax ownership, Humanix Publishing has published approximately 100 titles, including a New York Times bestseller.

The Company uses published books as free premiums when offering subscriptions to their publications, including Newsmax Magazine and their health and financial newsletters.

• Medix Health, LLC offers and sells 22 nutraceutical products.

Medix Health’s products are aimed at Newsmax Media’s core demographic of consumers and cross-sold through Newsmax Media’s health newsletters.

• Medix Select sells 22 nutraceutical products aimed at Newsmax Media’s core demographic of consumers and cross-sold through its health newsletters.

These supplements have been certified as compliant with current good manufacturing practices by The Natural Products Association and are typically formulated by medical doctors who also write and edit Newsmax Media’s health newsletters.

Newsmax Media retains all intellectual property rights to the supplement formulations created for Medix Health.

Newsmax Media retains all intellectual property rights to the supplement formulations.

The natural supplements seek to help customers alleviate pain, reduce blood glucose, prevent heart disease, improve energy and mental acuity, and, in general, improve overall wellness.

All Medix Health supplements are manufactured at third-party manufacturing facilities that are U.S.

All Medix Select supplements are manufactured at third-party manufacturing facilities that are U.S.

Food and Drug Administration (“FDA”) registered and meet current Good Manufacturing Practices standards.

All Medix Health supplements are offered online and usually come with a recurring subscription program.

• Newsmax Digital Advertising handles all advertising and marketing offers and sales to third party companies and agencies.

Newsmax Digital Advertising sells placements for display and native website ads, email sponsorships in Newsmax News Alerts, sponsorships for SMS/text and push notification, print ads for our magazine, inserts for our newsletters, and all advertising for radio and podcast offerings.

• Newsmax Publications publishes and manages Newsmax Media’s paid subscription business.

This subsidiary currently publishes Newsmax Magazine, five health newsletters including Health Radar, Dr.

All Medix Select supplements are offered online and usually come with a recurring subscription program.

• Newsmax Media Digital Advertising handles all advertising and marketing offers and sales to third party companies and agencies.

It sells placements for display and native website ads, email sponsorships in Newsmax News Alerts, sponsorships for SMS/text and push notification, print ads for our magazine, inserts for our newsletters, and all advertising for radio and podcast offerings.

• Humanix Publications publishes and manages Newsmax Media’s paid subscription business.

It publishes Newsmax Magazine, five health newsletters including Health Radar, Dr.

Crandall’s Heart & Health;

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financial newsletters including The Dividend Machine, High Income Factor and Financial Intelligence Report, and Newsmax Platinum, our online publication.

This subsidiary has over 300,000 subscribers to its paid publications.

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

• Crown Atlantic Insurance LLC is an insurance agency licensed in 50 states of the U.S.

It has over 300,000 subscribers to our paid publications.

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

• Crown Atlantic Insurance is an insurance agency licensed in 50 states of the U.S.

and the District of Columbia with an emphasis on life insurance and retirement solutions.

The Company expects to use the firm for the purposes of marketing annuities, life insurance and other insurance offerings across their platforms.

Newsmax Inc.’s Operating Segments

Operating Segments

Newsmax Inc.'s business operations are conducted through two main operating segments, Broadcasting and Digital.

In 2024 Broadcasting represented 76.4% of total revenues and Digital represented 23.6% of total revenues.

Between the two main operating segments, total revenue for Newsmax Media has grown from $41.8 million in 2019 to $171.0 million in 2024.

In 2025 Broadcasting represented $153.3 million of total revenues and Digital represented $35.9 million of total revenues.

Between the two operating segments, total revenue for Newsmax Media has grown from $41.8 million in 2020 to $189.3 million in 2025.

The broadcasting segment of Newsmax Media’s business produces and licenses news, business news and lifestyle content for distribution through both MVPDs and free OTT streaming platforms.

Newsmax Media creates, broadcasts and distributes content using a hybrid distribution strategy that also utilizes linear cable for pay TV services.

Newsmax Media’s linear channel, Newsmax, is offered to cable television systems, direct broadcast satellite operators, telecommunication companies and internet television providers, primarily in the United States.

Newsmax Media also offers Newsmax2, a 24/7 FAST channel offering news and opinion shows across platforms, including Samsung, Vizio, LG, Xumo, Roku, Pluto, and others.

Newsmax Media generates revenues from license fees paid by MVPDs for its linear Newsmax channel on a per subscriber basis and also derives revenues from advertising sales made for both its linear channel and for its FAST channel.

According to Kagan, Fox News, CNN, CNBC, Fox Business and

MSNBC have average monthly affiliate fees per subscriber equal to $2.52, $1.30, $0.64, $0.39 and $0.83, respectively.

Given that Newsmax Media has audience numbers equal to or better than such competitors, Newsmax Media sees the potential for significant revenue growth in this area.

Newsmax Media strives to produce high-quality television programming for distribution to build viewership and audience loyalty, increase television revenue through license fees and advertising revenue to sustain long-term growth within targeted demographic groups, predominantly viewers (and readers) who are 45 years of age or older, which is the largest demographic group in the nation, holding more than 70% of the nation’s disposable income.

Newsmax Media’s strategy is to maximize the distribution, ratings and profit potential of its television programming.

Newsmax Media seeks to extend its content distribution across all platforms, including linear cable, OTT and FAST channels, which provide promotional platforms for Newsmax Media’s television content and serve as additional outlets for advertising revenue.

Newsmax Media’s goal is to reach its target audience wherever and whenever they are consuming content, as well as reaching new audiences, including broadband-only, “cord cutters” and “cord nevers.” Audience ratings and audience engagement are key drivers of advertising revenue and demand on the part of cable television operators, direct-to-home satellite operators, telecommunication service providers, and other content distributors who deliver Newsmax Media’s content to their viewers.

Newsmax Media’s television advertisement sales have increased by 512% compared to 2020 ($14.6 million to $89.4 million).

According to MediaPost, the combined television advertising revenue of Fox News, CNN and MSNBC decreased by 0.4% from 2023 to 2024, while Newsmax Media’s television advertisement sales revenue grew by 1.2%.

In 2023, Newsmax Broadcasting launched its streaming service, Newsmax+, and, as of December 31, 2024, had approximately 280,000 viewers subscribed for the subscription service paying $50 or more per year.

Newsmax Broadcasting creates, broadcasts and distributes content using a hybrid distribution strategy that also utilizes linear cable for pay TV services.

Newsmax Broadcasting’s linear channel, Newsmax, is offered to cable television systems, direct broadcast satellite operators, telecommunication companies and internet television providers, primarily in the United States.

Newsmax Broadcasting also offers Newsmax2, a 24/7 FAST channel offering news and opinion shows across platforms, including Samsung, Vizio, LG, Xumo, Roku, Pluto, and others.

Newsmax Broadcasting generates revenues from license fees paid by MVPDs for its linear Newsmax channel on a per subscriber basis and also derives revenues from advertising sales made for both its linear channel and for its FAST channel.

According to Kagan, a media industry research and analytics service that provides data on television network economics, Fox News, CNN, CNBC, Fox Business and MS NOW have average monthly affiliate fees per subscriber equal to $2.67, $1.31, $0.66, $0.41 and $0.39, respectively.

Given that Newsmax Media has audience numbers equal to or better than certain of these competitors, Newsmax Broadcasting sees the potential for revenue growth in this area.

Newsmax Broadcasting strives to produce high-quality television programming for distribution to build viewership and audience loyalty, increase television revenue through license fees and advertising revenue to sustain long-term growth within targeted demographic groups, predominantly viewers (and readers) who are 45 years of age or older, which is the largest demographic group in the nation, holding more than 70% of the nation’s disposable income.

Newsmax Broadcasting’s strategy is to maximize the distribution, ratings and profit potential of its television programming.

Newsmax Broadcasting seeks to extend its content distribution across all platforms, including linear cable, OTT and FAST channels, which provide promotional platforms for Newsmax Broadcasting’s television content and serve as additional outlets for advertising revenue.

Newsmax Broadcastings’s goal is to reach its target audience wherever and whenever they are consuming content, as well as reaching new audiences, including broadband-only, “cord cutters” and “cord nevers.” Audience ratings and audience engagement are key drivers of advertising revenue and demand on the part of cable television operators, direct-to-home satellite operators, telecommunication service providers, and other content distributors who deliver Newsmax Broadcasting’s content to their viewers.

Newsmax Broadcasting’s television advertisement sales have increased by 614% compared to 2021 ($14.6 million to $104.3 million).

In 2023, Newsmax Broadcasting launched its streaming service, Newsmax+, and, as of December 31, 2025, had over 263,000 viewers subscribed for the subscription service paying $49.99 or more per year.

Newsmax+ offers subscribers the ability to watch the Newsmax, Newsmax2, and World of War channels at any time using apps found on their home TV, phone or tablet devices.

The service also offers licensed and original documentaries, movies, series and news specials.

The subscription price for Newsmax+ varies depending on whether a subscribed viewer chooses an annual or a monthly subscription, with annual subscriptions costing less than monthly subscriptions.

The Newsmax Media digital platform includes Newsmax.com and affiliated websites, which together draw more than five million unique monthly visitors, more than five million email opt-in subscribers, approximately seven million subscribers to its push mobile and SMS text messaging alerts, and upwards of 16 million social media followers on its social media platforms including Facebook (over 4.7 million), X (over 2.7 million), YouTube (approximately 2.2 million), Truth Social (over 2.1 million), Instagram (approximately 1.9 million), Rumble (approximately 1.2 million), Gettr (over 995,000), Threads (over 175,000), TikTok (over 55,000), LinkedIn (approximately 72,000) and Telegram (over 6,700).

Newsmax Media’s print and digital magazine, Newsmax Magazine , has approximately 300,000 monthly readers and the Newsmax app has been downloaded over 10 million times.

The subscription price for Newsmax+ varies depending on whether a subscribed viewer chooses an annual or a monthly subscription.

The Newsmax Media digital platform includes Newsmax.com and affiliated websites, which together draw more than eight million unique monthly visitors, more than five million email opt-in subscribers, approximately seven million subscribers to its push mobile and SMS text messaging alerts, and upwards of 23 million social media followers on its social media platforms including Facebook (over 5.8 million), X (over 3.6 million), YouTube (approximately 2.5 million), Truth Social (over 5.8 million), Instagram (approximately 2.1 million), Rumble (approximately 1.3 million), Gettr (over 1,300,000), Threads (over 579,000), and TikTok (over 182,000).

The Newsmax app has been downloaded over 20 million times.

The digital segment generates revenues through (1) online advertising, including online display, paid content placement on the Newsmax.com homepage, email advertising, other online placements and print advertisements, (2) subscriptions, including for its streaming service Newsmax+ as well as a collection of 10 specialized health and financial newsletters, Newsmax Magazine and four online membership programs, and (3) e-commerce.

Newsmax Media’s websites and apps provide live and/or on-demand streaming of network-related programming to allow video subscribers of Newsmax Media’s participating distribution partners to view content via the Internet.

Newsmax Inc’s Competitive Strengths

Fast-growing news network with an established brand and loyal audience that is valued by advertisers.

Newsmax Media has established itself as a premium news brand with loyal audience across multiple platforms, including linear cable MVPDs, OTT streaming, digital and print.

With recent key talent acquisitions and a management team poised to drive continued growth, Newsmax Media has established itself as a news service that has consistently gained new viewers and retained existing viewers.

Newsmax Media reaches over 52 million viewers regularly through its several proprietary platforms and social media accounts.

The Newsmax cable news network reaches approximately 21 million viewers, according to Nielsen.

Newsmax Digital’s websites and apps provide live and/or on-demand streaming of network-related programming to allow video subscribers of Newsmax Media’s participating distribution partners to view content via the Internet.

Competitive Strengths

We are a fast-growing national news network with expanding multi-platform distribution across linear, streaming and digital platforms.

Newsmax Media has developed a multi-platform presence that includes national cable distribution, FAST and OTT streaming, digital media and print publications.

With strategic key talent acquisitions and an experienced management team, Newsmax Media continues to expand its audience and engagement across its programming offerings.

Newsmax Broadcasting reaches over 58 million viewers across cable and streaming platforms, supported by digital and social channels, with continued expansion of distribution across traditional and streaming pay TV homes.

The Newsmax cable news network has posted significant audience growth, year-over-year viewership gains in multiple dayparts and making Newsmax one of the more watched cable news networks in key demographics.

In 2025, the Newsmax cable news network reached over 21 million viewers, according to Nielsen.

Newsmax also has an exclusive television audience as Nielsen reports that approximately five million viewers watched Newsmax but never tuned into Fox News, and over two million viewers watched Newsmax but never tuned into Fox, CNN or MSNBC.

The Newsmax channel is carried by major cable and satellite distributors in the U.S., including, but not limited to, DirecTV, Dish, Comcast/Xfinity, Charter/Spectrum and Verizon.

Further, Newsmax’s OTT streaming channel, Newsmax2, reaches an estimated 17 million Americans regularly

through its distributors, which includes major streaming platforms such as Roku, Samsung, Vizio, Xumo and Pluto.

Further, Newsmax’s OTT streaming channel, Newsmax2, reaches an estimated 17 million Americans regularly through its distributors, which includes major streaming platforms such as Roku, Samsung, Vizio, Xumo and Pluto.

A survey conducted by YouGov/The Economist found that Newsmax was among the most trusted news brands in cable television.

Unlike competitors, Newsmax Media has potential for growth in both linear and virtual MVPD platforms.

We are well positioned expand distribution to reach new audiences across linear and virtual MVPD platforms.

Linear TV is primarily driven by live sports, news and events, and as media companies continue to focus on expanding their streaming service offerings, news consumption has risen in importance, thereby enhancing the value of the Newsmax channel and Newsmax Media.

While the audience for paid MVPDs is shrinking, Newsmax as an upstart channel continues to witness paid distribution growth while still having the potential for adding more homes.

In April 2024, one of the network’s major cable distributors added Newsmax into approximately five million additional customer homes, bringing the Newsmax channel’s distribution to over 50 million paid homes across the U.S.As other major cable competitors like CNN and Fox News see shrinking paid distribution footprints, Newsmax continues to grow while offering the potential for additional distribution growth.

Newsmax Media is a significant player in OTT streaming.

Newsmax Media was an early player in the emerging FAST channel platforms.

Newsmax Media originally offered its main Newsmax channel to such platforms for free, in exchange for a share of advertising revenue.

However, on November 1, 2023, as a result of the renewal of MVPD license agreements, the Newsmax channel was no longer available free to FAST channel platforms.

Instead, Newsmax Media moved to replace the Newsmax channel with Newsmax2, a 24/7 news channel that provides news programming, documentaries and opinion programs.

Also on November 1, 2023, Newsmax Media launched Newsmax+, its streaming service.

While the audience for paid MVPDs is shrinking, Newsmax as an upstart channel continues to witness paid distribution growth while still having the potential for adding more subscribers.

In 2025, the network added three additional major cable distributors , bringing the Newsmax channel’s distribution to over 58 million paid homes across the U.S.As other major cable competitors like CNN and Fox News see shrinking paid distribution footprints, Newsmax continues to grow while offering the potential for additional distribution growth.

We have an established brand as a significant player in FAST and OTT streaming.

Newsmax Broadcasting was an early player in the emerging FAST channel platforms.

Newsmax Broadcasting originally offered its main Newsmax channel to such platforms for free, in exchange for a share of advertising revenue.

We then transitioned our streaming approach by replacing the free simulcast of our cable channel on FAST platforms with the dedicated FAST channel Newsmax2 in alignment with MVPD license renewals.

Newsmax2 was created as a 24/7 news channel providing news programming, documentaries and opinion programs.

We also launched Newsmax+, its streaming service.

Subscribers are offered annual subscriptions at $49.99 or monthly subscriptions at $4.99.

The Newsmax+ service offers access to Newsmax, Newsmax2, program archives, news specials and documentaries.

Newsmax Media has an extensive digital presence, giving it an advantage over new television news competitors.

Newsmax Media began digital media operations in September of 1998.

We have developed extensive digital infrastructure to support continued audience acquisition and retention.

Newsmax Media's long-standing digital operations include proprietary websites, opt-in communication channels and a substantial social media audience that support audience acquisition and retention.

For 25 years, Newsmax Media has invested heavily in its digital infrastructure, including its popular website, opt-in email database, SMS and app push notifications, customer and subscriber databases, and more than 23 million social media followers.

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Few cable and TV channels have the ability to directly message with their audiences like Newsmax Media, giving Newsmax Media a TV-digital ecosystem that constantly generates viewers and visitors while growing company revenues through advertising and subscriptions.

Newsmax Media has a mixed revenue business model, reducing the impact of advertising declines, recession and other economic impacts.

While most competitors rely solely on cable license fees and advertising, Newsmax Media has a revenue model utilizing multiple streams of income.

We have a diversified revenue business model, including multiple income streams beyond traditional cable carriage and advertising.

Newsmax Media has a revenue model utilizing multiple income streams.

In addition to cable license fees and linear television advertising, Newsmax Media accrues revenues through OTT streaming advertising, subscriptions to its Newsmax+ service, subscriptions to its online and print publication, books published in print, audio and e-book formats, digital and web advertising, print advertising, podcasting and radio advertising revenue, and sales from its extensive line of nutraceuticals.

Clearly identified target demographic of subscribers with high disposable income and brand loyalty.

Newsmax Media has established itself as a leading cable network, with a consistent audience and subscribers with brand loyalty.

With a target audience of viewers aged 45 and above, Newsmax Media’s content has resonated with this traditionally underserved audience.

As Newsmax Media’s share of the cable news audience continues to grow, Newsmax Media has attracted an affluent audience with a higher than average household income, making Newsmax Media an attractive and valuable platform for advertisers.

Attractive financial profile with high revenue visibility and profitability and multiple levers for near-term growth.

Newsmax Media’s significant investments in the broadcasting segment has fueled strong revenue growth and created significant potential for growth across traditional and digital platforms both domestically and internationally.

In addition to the continued growth in linear cable television advertising, Newsmax TV has multiple revenue streams that it

expects to continue to mature over the next several years.

Growth in OTT and diversification of Newsmax Media’s content services will allow Newsmax Media to generate revenue both as a premium subscription-based service and as a FAST service on OTT platforms.

We have a clearly identified target demographic of subscribers with high disposable income and brand loyalty.

Newsmax Broadcasting has established itself as a leading cable network, with a consistent audience and subscribers with brand loyalty.

With a target audience of viewers aged 45 and above, Newsmax Broadcasting’s content has resonated with this traditionally underserved audience.

As Newsmax Broadcasting’s share of the cable news audience continues to grow, we have attracted an affluent audience with a higher than average household income, making us an attractive and valuable platform for advertisers.

We have an attractive financial profile with high revenue visibility and profitability and multiple levers for near-term growth.

Newsmax Media’s significant strategic investments in the broadcasting segment has fueled strong revenue growth and created potential for growth across traditional and digital platforms both domestically and internationally.

In addition to the continued growth in linear cable television advertising, Newsmax TV has multiple revenue streams that it expects to continue to mature over the next several years.

Growth in OTT and diversification of Newsmax Broadcasting’s content services will allow us to generate revenue both as a premium subscription-based service and as a FAST service on OTT platforms.

Opportunities for international distribution also present additional potential to monetize the Newsmax TV service.

Newsmax Media’s Goals and Strategies

Goals and Strategies

Maintain and enhance leading position in news and other content production.

Newsmax Media has been a leader in digital news and with the continued growth of its television service, plans to continue to invest in talent acquisition and programming that we expect to raise the profile and visibility of Newsmax Media to a broader audience.

With expanded content offerings, Newsmax Media plans to expand its reach and value to audiences through traditional platform and direct-to-consumer services.

Newsmax Broadcasting has been a leader in digital news and with the continued growth of its television service, plans to continue to invest in talent acquisition and programming that we expect to raise the profile and visibility of Newsmax to a broader audience.

With expanded content offerings, we plan to expand our reach and value to audiences through traditional platform and direct-to-consumer services.

Increase revenue growth through the continued delivery of premium content.

Newsmax Media will continue to focus on creating high-quality content delivered through diversified publishing platforms that offers value to its audience, advertisers and distribution partners.

As a live linear content service, Newsmax Media seeks to offer a unique perspective and voice that resonates with audiences across those platforms and further develop a dedicated and loyal audience.

We will continue to focus on creating high-quality content delivered through diversified publishing platforms that offers value to its audience, advertisers and distribution partners.

As a live linear content service, Newsmax Broadcasting seeks to offer a unique perspective and voice that resonates with audiences across those platforms and further develop a dedicated and loyal audience.

Expand television and digital distribution offerings, increasing complementary sources of revenues.

Newsmax Media’s key goals are to maximize its subscriber penetration on traditional cable platforms, growing its subscription base for Newsmax+, increasing audiences for its news channels, develop its footprint in international markets - all while creating additional revenue opportunities through advertising sales.

Newsmax Media will also further develop its delivery strategies on emerging content and social platforms to increase interaction with its audience.

Newsmax Media’s Competition

Newsmax Broadcasting’s key goals are to maximize its subscriber penetration on traditional cable platforms, growing its subscription base for Newsmax+, increasing audiences for its news channels, develop its footprint in international markets - all while creating additional revenue opportunities through advertising sales.

We will also further develop our delivery strategies on emerging content and social platforms to increase interaction with our audience.

Cable network programming is a highly competitive business.

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Important competitive factors include the prices charged for programming, the quantity, quality and variety of programming offered, the accessibility of such programming, the ability to adapt to new technologies and distribution platforms, quality of user experience and the effectiveness of marketing efforts.

Newsmax Media’s primary competition comes from the cable networks FOX News, CNN, HLN, MSNBC and NewsNation.

Newsmax Broadcasting’s primary competition comes from the cable networks FOX News, CNN, HLN, MSNBC and NewsNation.

Newsmax Media also competes for viewers and advertisers within a broad spectrum of television networks, including other non-news cable networks and free-to-air broadcast television networks.

Newsmax Media also faces competition online from Foxnews.com , CNN.com , Politico.com , WashingtonExaminer.com , NBCNews.com , NYTimes.com , CNBC.com , Bloomberg.com and The Wall Street Journal Online, among others.

Newsmax Media’s programming also competes for the sale of advertising with other television networks, including broadcast, cable, local networks, and other content distribution outlets for their target audiences and the sale of advertising.

We also face competition online from Foxnews.com , CNN.com , Politico.com , WashingtonExaminer.com , NBCNews.com , NYTimes.com , CNBC.com , Bloomberg.com and The Wall Street Journal Online, among others.

Newsmax Broadcasting’s programming also competes for the sale of advertising with other television networks, including broadcast, cable, local networks, and other content distribution outlets for their target audiences and the sale of advertising.

Newsmax Media’s success in selling advertising is a function of the size and demographics of our audiences, quantitative and qualitative characteristics of our audience, the perceived quality of the network and the content, the brand appeal of the network, ratings as determined by third-party research companies, prices charged for advertising and overall advertiser demand in the marketplace.

Newsmax Media’s networks and digital products also compete for their target audiences with all forms of content and other media provided to viewers, including broadcast, cable and local networks, streaming services, pay-per-view and VOD services, online activities and other forms of news, information and media entertainment.

Newsmax Broadcasting’s networks and digital products also compete for their target audiences with all forms of content and other media provided to viewers, including broadcast, cable and local networks, streaming services, pay-per-view and VOD services, online activities and other forms of news, information and media entertainment.

Governmental Regulation

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Federal and state laws and regulations affecting the Company’s online services, websites, and other business activities include:

the Children’s Online Privacy

Protection Act, which prohibits websites and online services from collecting personally identifiable information online from children under age 13 without prior parental consent;

the Children’s Online Privacy Protection Act, which prohibits websites and online services from collecting personally identifiable information online from children under age 13 without prior parental consent;

the Controlling the Assault of Non-Solicited Pornography and Marketing Act, which regulates, among other things, the distribution of unsolicited commercial emails, or “spam”;

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Policing unauthorized use of the Company’s products and services and related intellectual property is often difficult and the steps taken may not in every case prevent the infringement by unauthorized third parties of the Company’s intellectual property.

The Company seeks to limit that

threat through a combination of approaches, including offering legitimate market alternatives, deploying digital rights management technologies, pursuing legal sanctions for infringement, promoting appropriate legislative initiatives and international treaties and enhancing public awareness of the meaning and value of intellectual property and intellectual property laws.

The Company seeks to limit that threat through a combination of approaches, including offering legitimate market alternatives, deploying digital rights management technologies, pursuing legal sanctions for infringement, promoting appropriate legislative initiatives and international treaties and enhancing public awareness of the meaning and value of intellectual property and intellectual property laws.

Piracy, including in the digital environment, continues to present a threat to revenues from products and services based on intellectual property.

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Even if not valid, such claims may result in substantial costs and diversion of resources that could have an adverse effect on the Company’s operations.

As of March 31, 2025, the Company employed approximately 400 full-time employees.

As of December 31, 2025, the Company employed approximately 500 full-time employees.

In the ordinary course of business and consistent with industry practice, the Company also employs freelance and temporary contract workers who provide important production and broadcast support services.

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All of the Company’s employees are employed by Newsmax Media.

Key human capital initiatives include:

Recruitment and Diversity

Key human capital and talent management initiatives include:

The Company hires and promotes people based on their experience, ability and accomplishments without regard to race, gender, sexual orientation, age, religion or other personal identifiers.

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

What changed 10-K

Item 1. Business