What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-05-28 compared with 2025-05-28 · 194 added, 125 removed, 760 unchanged (30% of the section changed)

1 unchanged sentence

Index to Financial Statements and Financial Statement Schedules

Report of Independent Registered Accounting Firm (PCAOB ID 34 )

Reports of Independent Registered Public Accounting Firm (PCAOB ID 34 )

Consolidated Statements of Income

6 unchanged sentences

To the shareholders and the Board of Directors of Reservoir Media, Inc.

and Subsidiaries

Opinion on the Financial Statements

2 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2026 and 2025, and the results of its operations and its cash flows for each of the two years in the period ended March 31, 2026, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of March 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 28, 2026, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

1 unchanged sentence

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

1 unchanged sentence

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

2 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter ⁠

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition Related to Estimated Music Publishing Royalties – Refer to Notes 2 and 3 to the Financial Statements

Critical Audit Matter Description

The Company recognizes revenue when, or as, control of the promised services or goods is transferred to the Company’s customers, and in an amount that reflects the consideration to which the Company is expected to be entitled in exchange for those services or goods.

Music publishing revenues are earned in the form of royalties relating to the licensing of rights in musical compositions and the sale of published sheet music and songbooks and typically involve a single performance obligation.

The Company’s arrangements include licenses of intellectual property with consideration in the form of sales- and usage-based royalties.

Royalty revenue is recognized when the subsequent sale or usage occurs using the best estimates available of the amounts that will be received by the Company from collecting societies due to the timing difference between content usage and reporting, and the significant assumptions utilized in developing the estimate, such as recent royalties reported, company-specific information with respect to changes in repertoire, industry information and other relevant trends.

We identified the evaluation of revenue recognition related to estimated music publishing royalties as a critical audit matter.

This required extensive audit effort due to the complexity of aggregating and validating usage and cash receipt information from multiple collecting societies and required a high degree of auditor judgment when performing audit procedures to evaluate the reasonableness of management’s estimate.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the Company’s revenue recognition related to estimated music publishing royalties included the following, among others:

● We tested the effectiveness of internal controls over the Company’s estimates related to music publishing royalty revenue, including the accounting and disclosure of music publishing royalty revenue in the financial statements;

we involved our information technology (“IT”) specialists who assisted in testing certain IT application controls and general IT controls used by the Company in its music publishing revenue recognition processes;

● We recalculated management’s estimate related to music publishing royalty revenue through the use of historical revenue amounts and comparing management’s estimates to industry data;

● We performed a retrospective review by comparing the prior period estimated music publishing revenue to actual royalty statements received by the Company from collecting societies;

● We traced cash receipts received by the Company related to balances that were included in the Company’s recorded estimated music publishing revenue.

In addition, we independently determined that the complete number of cash receipts for the lag period were included in the Company’s estimated music publishing revenue based upon recurring royalty distribution schedules from collecting societies.

/s/ Deloitte & Touche LLP

1 unchanged sentence

We have served as the Company’s auditor since 2021.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the shareholders and the Board of Directors of Reservoir Media, Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Reservoir Media, Inc.

and subsidiaries (the “Company”) as of March 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of March 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended March 31, 2026, of the Company and our report dated May 28, 2026, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

New York, New York

RESERVOIR MEDIA, INC.

12 unchanged sentences

( 21,883,321 )

Gain (loss) on foreign exchange

Gain on foreign exchange

Loss on fair value of swaps

( 4,213,819 )

( 1,124,770 )

Other income (expense), net

( 1,089,442 )

Other (expense) income, net

Income before income taxes

Income tax expense

Net loss (income) attributable to noncontrolling interests

Net loss attributable to noncontrolling interests

Net income attributable to Reservoir Media, Inc.

9 unchanged sentences

Total comprehensive income

Comprehensive loss (income) attributable to noncontrolling interests

Comprehensive loss attributable to noncontrolling interests

Total comprehensive income attributable to Reservoir Media, Inc.

13 unchanged sentences

Royalty advances, net of current portion and reserves

Property, plant and equipment, net

Property and equipment, net

Operating lease right of use assets, net

9 unchanged sentences

Secured line of credit

Deferred income taxes

Deferred tax liability

Operating lease liabilities, net of current portion

12 unchanged sentences

( 2,422,107 )

( 3,797,733 )

Total Reservoir Media, Inc.

17 unchanged sentences

Vesting of restricted stock units, net of shares withheld for employee taxes

( 1,432,903 )

( 1,432,864 )

Reclassification of liability-classified awards to equity-classified awards

Distribution to noncontrolling interest holders

Net income (loss)

Other comprehensive income

7 unchanged sentences

Reclassification of liability-classified awards to equity-classified awards

Distribution to noncontrolling interest holders

Acquisition of noncontrolling interests

Net income (loss)

1 unchanged sentence

Balance, March 31, 2026

( 2,422,107 )

See accompanying notes to the consolidated financial statements.

6 unchanged sentences

Amortization of intangible assets

Depreciation of property, plant and equipment

Depreciation of property and equipment

Share-based compensation

1 unchanged sentence

Loss on fair value of swaps

Loss from equity method investment

Loss from equity method investments

Impairment of equity investment

7 unchanged sentences

Royalty advances

( 2,745,666 )

Other assets and liabilities

1 unchanged sentence

( 1,383,063 )

( 3,578,183 )

Royalties payable

10 unchanged sentences

( 2,236,787 )

( 1,100,000 )

Sale of equity investment

Purchase of property, plant and equipment

Purchases of property and equipment

Net cash used for investing activities

9 unchanged sentences

( 1,382,794 )

( 1,432,864 )

Deferred financing costs paid

( 1,140,259 )

Acquisition of noncontrolling interests

Distribution to noncontrolling interest holders

1 unchanged sentence

Foreign exchange impact on cash

Increase in cash and cash equivalents

Cash and cash equivalents beginning of period

Cash and cash equivalents end of period

Net increase in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash at beginning of year

Cash, cash equivalents and restricted cash at end of year

Reconciliation of Cash and cash equivalents to Consolidated Statements of Cash Flows:

Fiscal Year Ended March 31,

Cash and cash equivalents as presented in Consolidated Balance Sheets

Restricted cash included in Other current assets (a)

Cash, cash equivalents and restricted cash as presented in Consolidated Statements of Cash Flows

(a) Restricted cash included in Other current assets at March 31, 2026 consists of funds placed in escrow in connection with the Viral Wave Acquisition that was completed in April 2026 and are legally restricted as to withdrawal or use.

Restricted cash is recorded at cost which approximates fair value.

See Note 18, Subsequent Events .

See accompanying notes to the consolidated financial statements.

3 unchanged sentences

DESCRIPTION OF BUSINESS

Reservoir Media, Inc.

(formerly known as Roth CH Acquisition II Co.

(“ ROCC ”)), a Delaware corporation (the “ Company ”), is an independent music company based in New York City, New York and with offices in Los Angeles, Nashville, Toronto, London and Abu Dhabi.

Reservoir Media, Inc., a Delaware corporation (the “ Company ”), is an independent music company based in New York City, New York and with offices in Los Angeles, Nashville, Toronto, London, Abu Dhabi and Mumbai.

Following a business combination between Roth CH Acquisition II Co.

25 unchanged sentences

Amounts due to (from) this shareholder and other affiliated entities totaled $ 0 as of March 31, 2026 and 2025.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Foreign Currencies

1 unchanged sentence

dollar to be the functional currency of the Company and certain subsidiaries as it is the currency of the primary economic environment in which the companies operate while other subsidiaries have been determined to have the British Pound as their functional currencies.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Monetary assets and liabilities denominated in foreign currencies other than the functional currency are translated into the respective functional currencies at the exchange rate in effect at the balance sheet date and non-monetary assets and liabilities at the exchange rates in effect at the time of acquisition or issue.

18 unchanged sentences

Customer credit risk represents the potential for financial loss if a customer is unwilling or unable to meet its agreed upon contractual payment obligations.

Three customers accounted for approximately 49 % of total accounts receivable as of March 31, 2025 and two customers accounted for approximately 34 % of total accounts receivable as of March 31, 2024.

Three customers accounted for approximately 48 % of total accounts receivable as of March 31, 2026 and three customers accounted for approximately 49 % of total accounts receivable as of March 31, 2025.

No other single customer accounted for more than 10% of accounts receivable in either period.

6 unchanged sentences

The Company routinely assesses the financial strength of its distribution partners and the Company does not believe there is any significant collection risk.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Acquisitions and Business Combinations

1 unchanged sentence

This assessment requires an evaluation of whether the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, resulting in an asset acquisition or, if not, resulting in a business combination.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

If treated as an asset acquisition, the assets are recorded on a relative fair value basis and related acquisition costs are capitalized as part of the asset.

8 unchanged sentences

If the Company determines that events and circumstances warrant a revision to the remaining period of amortization, an asset’s remaining useful life would be changed, and the remaining carrying amount of the asset would be amortized prospectively over that revised remaining useful life.

The Company had $ 402,067 of goodwill as of March 31, 2025 and 2024, which is classified as “Other assets” in the Company’s consolidated balance sheets.

The Company has $ 402,067 of goodwill as of March 31, 2026 and 2025, which is classified as “Other assets” in the Company’s consolidated balance sheets.

All of the goodwill arose in connection with an acquisition accounted for as a business combination and has been assigned to a reporting unit within the Music Publishing segment.

8 unchanged sentences

Changes in market conditions, laws and regulations, and key assumptions could negatively impact the results of future impairment testing and could result in the recognition of an impairment charge.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Investments in Equity Affiliates

1 unchanged sentence

The Company’s share of equity method investee’s net income or loss is classified as “Other income (expense), net” in the consolidated statements of income.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Company also holds investments in equity affiliates consisting of securities of unconsolidated entities in which the Company is not able to exercise significant influence, and that do not have readily determinable market values.

3 unchanged sentences

Additionally, a separate equity investment was sold during the fiscal year ended March 31, 2025, which resulted in recognition of a gain of $ 103,715 .

Prior to this disposition, the Company recognized an impairment charge of $ 991,105 to write-down this equity investment to its estimated fair value during the fiscal year ended March 31, 2024.

Deferred Revenue

14 unchanged sentences

Synchronization revenue is typically recognized as revenue when the customer has a right to access the license, which is when control is transferred to the customer.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Recorded Music

2 unchanged sentences

For certain licenses where the consideration is fixed and the intellectual property being licensed is static, revenue is recognized at the point in time when control of the licensed content is transferred to the customer.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Revenues from the sale of physical Recorded Music products are recognized upon delivery, which occurs once the product has been shipped and control has been transferred.

25 unchanged sentences

The Company measures compensation expense for RSUs based on the fair value of the award on the date of grant.

The grant date fair value for RSUs is based on the closing market

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

price of the Company’s Common Stock on the date of grant.

The grant date fair value for RSUs is based on the closing market price of the Company’s Common Stock on the date of grant.

The Company uses the Black-Scholes option pricing model to value stock options.

1 unchanged sentence

The Company recognizes share-based award forfeitures as they occur rather than estimating by applying a forfeiture rate.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Earnings Per Share

5 unchanged sentences

Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

The Company expenses advertising costs as incurred.

Total advertising expenses during the fiscal years ended March 31, 2026 and 2025, were $ 960,435 and $ 630,899 , respectively.

Employee Benefit Plans

38 unchanged sentences

See Note 14, “ Financial Instruments ” for additional information.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1993, as amended (the “ Securities Act ”), as modified by the Jumpstart Our Business Startups Act of 2012, as amended (the “ JOBS Act ”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “ Sarbanes-Oxley Act ”), reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement declared effective under the Securities Act or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)) are required to comply with the new or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

nor an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

Recent Accounting Pronouncements

4 unchanged sentences

The Company is currently evaluating the impact that adoption of ASU 2024-03 will have on its disclosures upon adoption.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Accounting Standards Recently Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

1 unchanged sentence

The amendments in ASU 2023-09 should be applied on a prospective basis, with retrospective application permitted.

ASU 2023-09 is effective for annual periods of public business entities for fiscal years beginning after December 15, 2024 and for annual periods of entities other than public entities beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the impact that adoption of ASU 2023-09 will have on its disclosures upon adoption.

Accounting Standards Recently Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ ASU 2023-07 ”), which expands segment disclosures for public entities, including requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“ CODM ”), the title and position of the CODM, and an explanation of how the CODM uses reported measures of segment profit or loss in assessing segment performance and allocating resources.

ASU 2023-07 also expands disclosures about a reportable segment’s profit or loss and assets in interim periods and clarifies that a public entity may report additional measures of segment profit if the CODM uses more than one measure of a segment’s profit or loss.

ASU 2023-07 does not remove existing segment disclosure requirements or change how a public entity identifies its operating segments, aggregates those operating segments, or determines its reportable segments.

The Company adopted this guidance during the fiscal year ended March 31, 2025, and added necessary disclosures upon adoption as disclosed in Note 17, “ Segment Reporting .”

ASU 2023-09 is effective for annual periods of public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company elected to adopt ASU 2023-09 prospectively during the fiscal year ended March 31, 2026, and added required disclosures upon adoption to Note 9, Income Taxes .

REVENUE RECOGNITION

5 unchanged sentences

The Company recognized revenue of $ 1,947,135 and $ 4,382,721 from performance obligations satisfied in previous periods for the fiscal years ended March 31, 2026 and 2025, respectively.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Disaggregation of Revenue

9 unchanged sentences

Total revenue

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Fiscal Year Ended March 31,

12 unchanged sentences

Music publishers receive royalties from the use of the musical compositions in public performances, digital and physical recordings, and through synchronization (the combination of music with visual images).

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Performance revenues are received when the musical composition is performed publicly through broadcast of music on television, radio and cable and in retail locations ( e.g.

14 unchanged sentences

Recorded Music revenues are derived from four main sources, which include digital, physical, synchronization and neighboring rights.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Digital revenues are generated from the expanded universe of digital partners, including digital streaming services and download services.

11 unchanged sentences

Royalty based contracts are recognized as the underlying sales or usage occurs.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Deferred Revenue

11 unchanged sentences

Music catalogs acquired during the fiscal years ended March 31, 2026 and 2025 were determined to have a useful life of 30 years .

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INTANGIBLE ASSETS

8 unchanged sentences

Intangible assets, net

Straight-line amortization expense totaled $ 26,073,069 and $ 24,743,082 in the fiscal years ended March 31, 2025 and 2024, respectively.

Straight-line amortization expense totaled $ 30,556,213 and $ 26,073,069 during the fiscal years ended March 31, 2026 and 2025, respectively.

The expected amortization expense of intangible assets for each of the five succeeding fiscal years and thereafter is as follows:

2 unchanged sentences

The Company made royalty advances totaling $ 16,266,595 and $ 22,343,425 during the fiscal years ended March 31, 2026 and 2025, respectively, recoupable from the writer’s or artist’s share of future royalties otherwise payable, in varying amounts.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

expected to be recouped within the next twelve months are classified as current assets, with the remainder classified as noncurrent assets.

Advances expected to be recouped within the next twelve months are classified as current assets, with the remainder classified as noncurrent assets, net of reserves for amounts that may not be recoverable.

The following table reflects the change in royalty advances during the fiscal years ended March 31, 2026 and 2025:

10 unchanged sentences

( 3,693,656 )

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Credit Facilities

3 unchanged sentences

RMM is required to pay an unused fee in respect of unused commitments under the Senior Credit Facility, if any, at a rate of 0.25 % per annum.

Substantially all tangible and intangible assets of the Company, RHI, RMM and the other subsidiary guarantors are pledged as collateral to secure the obligations of RMM under the RMM Credit Agreement.

Substantially all tangible and intangible assets of the Company, RHI, RMM and the other subsidiaries pledged as collateral to secure the obligations of RMM under the RMM Credit Agreement.

The RMM Credit Agreement contains customary covenants limiting the ability of the Company, RHI, RMM and certain of its subsidiaries to, among other things, incur debt or liens, merge or consolidate with others, make investments, make cash dividends, redeem or repurchase capital stock, dispose of assets, enter into transactions with affiliates or enter into certain restrictive agreements.

3 unchanged sentences

As of March 31, 2026, the Senior Credit Facility had a borrowing capacity of $ 550,000,000 , with remaining borrowing availability of $ 91,171,590 .

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Interest Rate Swaps

At March 31, 2025, RMM had the following interest rate swaps outstanding, under which it pays a fixed rate and receives a floating interest payment from the counterparty based on SOFR with reference to notional amounts adjusted to match the amended scheduled principal repayments pursuant to the Senior Credit Facility:

At March 31, 2026, RMM had the following interest rate swaps outstanding, under which it pays a fixed rate and receives a floating interest payment from the counterparty based on SOFR:

Notional Amount at

Effective Date

March 31, 2025

December 21, 2025

September 30, 2024

2 unchanged sentences

December 2027

August 29, 2025

December 2027

On September 30, 2024, three previous interest rate swaps expired with original notional amounts of $ 8,875,000 , $ 88,098,862 and $ 53,030,237 .

Through the expiration date of these previous interest rate swaps, RMM paid fixed rates of 1.53 %, 1.422 % and 0.972 %, respectively, to the counterparty and received a floating interest payment from the counterparty based on SOFR with reference to notional amounts adjusted to match the original scheduled principal repayments pursuant to the indenture agreement.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OTHER LIABILITIES

1 unchanged sentence

As of March 31, 2026, the Company’s other non-current liabilities, which consist primarily of obligations related to certain asset purchases and acquisitions that are due more than a year in the future, are as follows:

Fiscal year ending March 31:

2032 and later

The following table presents domestic and foreign income before income taxes for the fiscal years ended March 31:

2 unchanged sentences

Income before income taxes

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The provision (benefit) for income taxes consists of the following for the fiscal years ended March 31:

4 unchanged sentences

State and local

( 1,194,892 )

Total deferred

5 unchanged sentences

A determination of an unrecognized deferred tax liability related to these earnings is not practicable.

A reconciliation of the statutory tax rate to the effective rate is as follows for the fiscal years ended March 31:

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A reconciliation of the statutory tax rate to the effective rate is as follows for the fiscal year ended March 31, 2026:

Federal income tax at statutory rate

State and local income taxes, net of federal income tax effect (1)

Foreign tax effects

United Kingdom

United Arab Emirates

Effect of cross border tax laws

Nontaxable or nondeductible items

Executive compensation and share-based compensation

Other adjustments

return to provision

Actual income tax provision

(1) State taxes in California and New York made up the majority (greater than 50 percent) of the tax effect in this category.

A reconciliation of the statutory tax rate to the effective rate is as follows for the fiscal year ended March 31, 2025:

Federal income tax statutory rate

6 unchanged sentences

Effective income tax rate

During the fiscal year ended March 31, 2024, the Company remeasured its state and local deferred tax liabilities in the United States due to a change in the estimated state and local effective tax rates resulting in a significant decrease in its effective income tax rate.

The decrease in the estimate of the applicable future tax rates used to measure the state and local deferred tax liabilities in the United States resulted in incremental tax benefit of $ 405,229 due to the decrease in the value of deferred tax liabilities.

This benefit was partially offset by the impact of incremental tax expense of $ 247,750 during the fiscal year ended March 31, 2024 due to an impairment charge of $ 991,105 to write-down an equity investment in the United Kingdom to its estimated fair value, which was not deductible for United Kingdom income tax purposes.

On July 4, 2025, the reconciliation bill, commonly referred to as the “One Big Beautiful Bill Act” (“ OBBBA ”), was signed into law in the U.S., introducing a broad range of tax reform provisions, including changes to interest deductibility, bonus depreciation, and various international provisions with multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The impact of the OBBBA tax legislation did not have a material impact on the consolidated financial statements during the fiscal year ended March 31, 2026, and is not expected to have a material impact in future periods.

The Company’s effective tax rate also may vary from period to period depending on, among other factors, the geographic and business mix of earnings and losses.

These same and other factors, including history of pre-tax earnings and losses, are taken into account in assessing the ability to realize deferred tax assets.

Income tax payments by jurisdiction for the fiscal year ended March 31, 2026 were comprised of the following:

Income taxes paid:

U.S., federal

U.S., state and local

United Kingdom

Total income taxes paid

RESERVOIR MEDIA, INC.

3 unchanged sentences

Deferred tax assets:

Net operating loss carryforward

Interest expense carryforward

Net operating loss carryforwards

Interest expense carryforwards

Lease liability

Unrealized foreign exchange losses

Equity investments

9 unchanged sentences

Fair value of swaps

( 1,253,279 )

Prepaid insurance

Unrealized foreign exchange gains

9 unchanged sentences

Such net operating loss carryforwards will expire as follows:

No expiration date

United Arab Emirates

No expiration date

Tax Uncertainties

61 unchanged sentences

Outstanding RSUs as of April 1, 2025, include 12,745 vested RSUs with a weighted average grant date fair value of $ 7.32 .

Settled RSUs in the table above includes 9,011 of these RSUs vested as of April 1, 2024, which converted to common shares during the fiscal year ended March 31, 2025.

Settled RSUs in the table above include 9,638 of these RSUs vested as of April 1, 2025, which converted to common shares during the fiscal year ended March 31, 2026.

During the fiscal year ended March 31, 2026, 536,452 RSUs vested, of which 5,346 RSUs will convert to common shares at future dates.

4 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The total fair value, determined as of the date of vesting, of RSUs vested and settled during the fiscal years ended March 31, 2025 and 2024 was $ 4,490,048 and $ 2,705,309 .

The total fair value, determined as of the date of vesting, of RSUs vested and settled during the fiscal years ended March 31, 2026 and 2025 was $ 4,023,021 and $ 4,490,048 , respectively.

Stock Options

21 unchanged sentences

Earnings per common share - diluted

Because of their anti-dilutive effect, 5,887,500 shares of Common Stock equivalents comprised of warrants have been excluded from the diluted earnings per share calculation for the fiscal year ended March 31, 2025.

Because of their anti-dilutive effect, 5,948,391 shares of Common Stock equivalents comprised of 60,891 RSUs and 5,887,500 warrants have been excluded from the diluted earnings per share calculation for the fiscal year ended March 31, 2024.

RESERVOIR MEDIA, INC.

12 unchanged sentences

Fair value is determined using Level 2 inputs, which are based on quoted prices and market observable data of similar instruments.

The change in the unrealized fair value of the swaps during the fiscal year ended March 31, 2025 of $ 4,213,819 was driven primarily by the September 2024 decrease in SOFR, as well as the time value of the swaps that expired on September 30, 2024, partially offset by marking to market our current interest rate swap hedges and was recorded as a Loss on fair value of swaps.

The change in the unrealized fair value of the swaps during the fiscal year ended March 31, 2026 of $ 350,960 was recorded as a Loss on fair value of swaps.

37 unchanged sentences

Maturities of the Company’s operating lease liabilities as of March 31, 2026 were as follows for the fiscal years ending March 31:

Fiscal year ended March 31:

Total lease payments

3 unchanged sentences

current portion of operating lease liabilities

( 1,233,305 )

Operating lease liabilities, net of current portion

15 unchanged sentences

All such matters which the Company concludes are probable to result in a loss and for which management can reasonably estimate the amount of such loss have been accrued within these consolidated financial statements.

The Company had been involved in a royalty dispute, which commenced in 2017 (the “ Royalty Dispute ”).

Under the terms of the Company’s royalty contract, the Company is indemnified for legal expenses and attorneys’ fees incurred by the Company in connection with the Royalty Dispute, including, without limitation, the right to withhold royalties or offset all such legal expenses and attorneys’ fees against royalties otherwise owed under the contract.

The Company recorded legal expenses and attorneys’ fees incurred as recoupable advances against the royalty account under such contract beginning in 2017.

In September 2023, the Company engaged in mediation sessions in an effort to reach a settlement of the Royalty Dispute.

Following such mediation and associated settlement negotiations, the Company agreed to pay previously accrued but unpaid royalties plus interest and forego its right to recoup its historical legal expenses and attorneys’ fees in order to resolve the Royalty Dispute.

Consequently, during the fiscal year ended March 31, 2024, the Company recorded approximately $ 2,700,000 of Administration expenses to write-off recoupable legal expenses and attorneys’ fees and recorded $ 620,000 of interest expense based on amounts it paid in October 2023, pursuant to a final settlement agreement reached on October 3, 2023 to resolve the Royalty Dispute.

SEGMENT REPORTING

The Company’s business is organized in three operating segments, one of which does not meet the quantitative thresholds for determining reportable segments and two reportable segments, consisting of Music Publishing and Recorded Music.

The Company identified its Chief Executive Officer as its CODM.

The Company’s CODM evaluates financial performance of its segments based on several factors, of which the primary financial measure is operating income before depreciation and amortization (“ OIBDA ”).

The Company’s business is organized in three operating segments, one of which does not meet the quantitative thresholds for determining reportable segments, and two reportable segments:

Music Publishing and Recorded Music.

The Company identified its Chief Executive Officer as its Chief Operating Decision Maker (“ CODM ”).

The Company’s CODM evaluates financial performance of its segments based on operating income before depreciation and amortization (“ OIBDA ”).

The CODM regularly reviews trends in OIBDA and compares OIBDA results to budgets to evaluate the profitability of the segments.

During the annual budget process, the CODM also considers OIBDA to assist in the allocation of resources to the segments.

The accounting policies of the Company’s operating and reportable segments are consistent with the Company’s policies for the consolidated financial statements.

The accounting policies of the Company’s business segments are consistent with the Company’s policies for the consolidated financial statements.

The Company does not have sales between segments.

The following tables present total revenue by segment, significant segment expenses, which are expenses that are included in OIBDA, significant to the segment considering qualitative and quantitative factors and regularly provided or easily computed from

RESERVOIR MEDIA, INC.

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

information regularly provided to the CODM, and reconciliation of OIBDA to income before income taxes for the fiscal years ended March 31, 2025 and 2024:

The following tables present total revenue and OIBDA by segment, significant segment expenses, which are expenses that are included in OIBDA, significant to the segment considering qualitative and quantitative factors and regularly provided or easily computed from information regularly provided to the CODM, and reconciliation of OIBDA to income before income taxes for the fiscal years ended March 31, 2026 and 2025:

Fiscal Year Ended March 31, 2026

Total revenue

Reportable segment revenue

Other revenue (a)

Consolidated revenue

Significant segment expenses:

1 unchanged sentence

Administration expenses

Reportable segment OIBDA

Other profit (a)

Amortization and depreciation

Operating income

( 30,783,011 )

Interest expense

2 unchanged sentences

Loss on fair value of swaps

( 4,213,819 )

Other income (expense), net

Other expense, net

Income before income taxes

Fiscal Year Ended March 31, 2025

Total revenue

Reportable segment revenue

Other revenue (a)

Consolidated revenue

Significant segment expenses:

1 unchanged sentence

Administration expenses

Reportable segment OIBDA

Other profit (a)

Amortization and depreciation

Operating income

( 26,299,233 )

Interest expense

( 21,883,321 )

Loss on foreign exchange

Gain on foreign exchange

Loss on fair value of swaps

( 4,213,819 )

Other income (expense), net

( 1,089,442 )

Other income, net

Income before income taxes

(a) Other revenue and other profit relate to the Company’s artist management operating segment, which does not meet the quantitative thresholds for determining reportable segments in any period presented.

The Company’s CODM manages assets on a consolidated basis.

Accordingly, segment assets are not reported to the Company’s CODM nor used to allocate resources or assess performance of the segments, and therefore, total segment assets have not been disclosed.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Total long-lived assets by country are as follows as of March 31, 2026 and 2025:

3 unchanged sentences

No other customer accounted for more than 10% of revenue.

SUBSEQUENT EVENTS

During the fiscal year ended March 31, 2026, PopArabia FZ-LLC, a subsidiary of the Company, entered into a sale and purchase agreement to acquire all of the issued and outstanding share capital of ViralWave Content Consultancy DWC-LLC (“Viral Wave”), for total consideration of approximately $ 5.7 million, consisting primarily of cash, subject to customary working capital and other purchase price adjustments (the “Viral Wave Acquisition”).

The Viral Wave Acquisition closed on April 7, 2026 following required regulatory approvals and the Company will account for the transaction as a business combination in accordance with ASC Topic 805, Business Combinations .

Viral Wave is a music and entertainment organization specializing in content distribution throughout the Middle East and North Africa region (“ MENA ”).

The acquisition is expected to support the Company’s strategy to expand its presence in emerging markets, including MENA, as well as among global Arabic-language audiences.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data