What changed in this filing

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Item 1. Financial Statements

2026-08-04 compared with 2026-02-04 · 159 added, 222 removed, 320 unchanged (54% of the section changed)

2 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

dollars, except share data)

Three Months Ended December 31,

Nine Months Ended December 31,

Three Months Ended June 30,

Costs and expenses:

7 unchanged sentences

( 6,295,958 )

( 19,621,628 )

( 15,796,667 )

(Loss) gain on foreign exchange

(Loss) gain on fair value of swaps

( 1,583,543 )

( 2,532,441 )

Gain (loss) on fair value of swaps

Other (expense) income, net

Income before income taxes

Income tax expense

Net (income) loss attributable to noncontrolling interests

Net income attributable to Reservoir Media, Inc.

Earnings per common share (Note 13):

Loss before income taxes

Income tax benefit

Net loss attributable to noncontrolling interests

Net loss attributable to Reservoir Media, Inc.

Loss per common share (Note 13):

Weighted average common shares outstanding (Note 13):

2 unchanged sentences

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

Three Months Ended December 31,

Nine Months Ended December 31,

Other comprehensive (loss) income:

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

Three Months Ended June 30,

Other comprehensive income:

Translation adjustments

( 4,379,846 )

Total comprehensive income

Comprehensive (income) loss attributable to noncontrolling interests

Total comprehensive income attributable to Reservoir Media, Inc.

Total comprehensive (loss) income

Comprehensive loss attributable to noncontrolling interests

Total comprehensive (loss) income attributable to Reservoir Media, Inc.

See accompanying notes to the condensed consolidated financial statements.

31 unchanged sentences

Shareholders’ Equity

Preferred stock, $ 0.0001 par value 75,000,000 shares authorized, 0 shares issued and outstanding at December 31, 2025 and March 31, 2025

Preferred stock, $ 0.0001 par value 75,000,000 shares authorized, 0 shares issued and outstanding at June 30, 2026 and March 31, 2026

Common stock, $ 0.0001 par value;

750,000,000 shares authorized, 65,590,787 shares issued and outstanding at December 31, 2025;

750,000,000 shares authorized, 65,930,743 shares issued and outstanding at June 30, 2026;

65,602,509 shares issued and outstanding at March 31, 2026

1 unchanged sentence

Retained earnings

Accumulated other comprehensive income (loss)

( 2,422,107 )

Accumulated other comprehensive loss

Total Reservoir Media, Inc.

8 unchanged sentences

dollars, except share data)

For the Three and Nine Months Ended December 31, 2025

For the Three Months Ended June 30, 2026

Accumulated other

3 unchanged sentences

Shareholders’

income (loss)

(loss) income

Balance, March 31, 2026

( 2,422,107 )

Share-based compensation

Stock option exercises

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

4 unchanged sentences

Balance, June 30, 2026

Share-based compensation

Vesting of restricted stock units

Reclassification of liability-classified awards to equity-classified awards

Net income (loss)

Other comprehensive loss

( 1,107,251 )

Balance, September 30, 2025

Share-based compensation

Vesting of restricted stock units

Acquisition of noncontrolling interests

Other comprehensive loss

Balance, December 31, 2025

For the Three and Nine Months Ended December 31, 2024

For the Three Months Ended June 30, 2025

Accumulated other

3 unchanged sentences

Shareholders’

income (loss)

Balance, March 31, 2025

8 unchanged sentences

Balance, June 30, 2025

( 3,762,881 )

Share-based compensation

Stock option exercises

Vesting of restricted stock units

Reclassification of liability-classified awards to equity-classified awards

Net income (loss)

Other comprehensive income

Balance, September 30, 2024

Share-based compensation

Stock option exercises

Vesting of restricted stock units

Distribution to noncontrolling interest holders

Other comprehensive loss

( 4,379,846 )

Balance, December 31, 2024

( 4,387,322 )

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended December 31,

Three Months Ended June 30,

Cash flows from operating activities:

Adjustments to reconcile net income to net cash provided by operating activities:

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

Amortization of intangible assets

2 unchanged sentences

Amortization of deferred financing costs

Loss on fair value of swaps

(Gain) loss on fair value of swaps

Loss from equity method investments

Gain on disposition of equity investment

Deferred income taxes

Changes in operating assets and liabilities:

Changes in operating assets and liabilities, excluding net assets of acquired business:

Accounts receivable

5 unchanged sentences

( 1,423,284 )

( 2,369,707 )

Royalties payable

( 7,286,554 )

( 5,524,771 )

Income taxes payable

Net cash provided by operating activities

Net cash (used for) provided by operating activities

( 1,407,361 )

Cash flows from investing activities:

2 unchanged sentences

( 7,938,946 )

Loan to third party

Acquisition of business, net of cash acquired

( 5,032,615 )

1 unchanged sentence

( 1,686,788 )

Sale of equity investment

Purchases of property and equipment

4 unchanged sentences

Proceeds from secured line of credit

Repayments of secured line of credit

( 15,000,000 )

( 10,000,000 )

Proceeds from stock option exercises

4 unchanged sentences

( 1,140,259 )

Acquisition of noncontrolling interests

Distribution to noncontrolling interest holders

Net cash provided by financing activities

Net cash provided by (used for) financing activities

( 2,509,368 )

Foreign exchange impact on cash

Decrease in cash and cash equivalents

Cash and cash equivalents beginning of period

Cash and cash equivalents end of period

Net decrease in cash, cash equivalents and restricted cash

( 17,290,853 )

( 6,528,996 )

Cash, cash equivalents and restricted cash at beginning of period

Cash, cash equivalents and restricted cash at end of period

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

Cash and cash equivalents, as presented in Condensed Consolidated Balance Sheets

Restricted cash included in Other current assets

Cash, cash equivalents and restricted cash as presented in Condensed Consolidated Statements of Cash Flows (a)

Restricted cash included in Other current assets at June 30, 2026 and 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 of use.

Restricted cash is recorded at cost which approximates fair value.

See Note 5, Acquisitions .

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

JUNE 30, 2026

DESCRIPTION OF BUSINESS

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.

(“ ROCC ”) and Reservoir Holdings, Inc., a Delaware corporation (“ RHI ”), on July 28, 2021 (the “ Business Combination ”), the Company’s legal name became “Reservoir Media, Inc.” The common stock, $ 0.0001 par value per share, of the Company (the “ Common Stock ”) and warrants are traded on The Nasdaq Stock Market LLC (“ NASDAQ ”) under the ticker symbols “RSVR” and “RSVRW,” respectively.

(“ ROCC ”) and Reservoir Holdings, Inc., a Delaware corporation (“ RHI ”), on July 28, 2021 (the “ Business Combination ”), the Company’s legal name became “Reservoir Media, Inc.” The common stock, $ 0.0001 par value per share, of the Company (the “ Common Stock ”) is traded on The Nasdaq Stock Market LLC (“ NASDAQ ”) under the ticker symbol “RSVR.”

The Company is a holding company that conducts substantially all of its business operations through Reservoir Media Management, Inc.

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In the opinion of management, the accompanying condensed consolidated financial statements reflect all normal recurring adjustments necessary to present fairly the financial position, results of operations and cash flows for the interim periods.

The results for the three and nine months ended December 31, 2025 are not necessarily indicative of the results to be expected for any subsequent quarter, the fiscal year ending March 31, 2026 or any other period.

The results for the three months ended June 30, 2026 are not necessarily indicative of the results to be expected for any subsequent quarter, the fiscal year ending March 31, 2027 or any other period.

The preparation of consolidated financial statements in conformity with U.S.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

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

Improvements to Income Tax Disclosures (“ ASU 2023-09 ”), which expands income tax disclosures, including requiring enhanced disclosures related to the rate reconciliation and income taxes paid information.

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 expects to adopt ASU 2023-09 in its consolidated financial statements for the year ended March 31, 2026.

The adoption will require certain additional disclosures in the notes to the Company’s consolidated financial statements.

JUNE 30, 2026

REVENUE RECOGNITION

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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.

The Company recognized revenue of $ 1,949,916 and $ 4,376,551 from performance obligations satisfied in previous periods for the nine months ended December 31, 2025 and 2024, respectively.

The Company recognized revenue of $ 175,689 and $ 114,218 from performance obligations satisfied in previous periods for the three months ended June 30, 2026 and 2025, respectively.

Disaggregation of Revenue

The Company’s revenue consisted of the following categories during the three and nine months ended December 31, 2025 and 2024:

Three Months Ended December 31,

Nine Months Ended December 31,

The Company’s revenue consisted of the following categories during the three months ended June 30, 2026 and 2025:

Three Months Ended June 30,

Revenue by Type

6 unchanged sentences

Total revenue

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

Three Months Ended December 31,

Nine Months Ended December 31,

Three Months Ended June 30,

Revenue by Geographical Location

7 unchanged sentences

Total revenue

Only the United States represented 10 % or more of the Company’s total revenues in the three and nine months ended December 31, 2025 and 2024.

Only the United States represented 10 % or more of the Company’s total revenues during the three months ended June 30, 2026 and 2025.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

Deferred Revenue

The following table reflects the change in deferred revenue during the nine months ended December 31, 2025 and 2024:

Nine Months Ended December 31,

The following table reflects the change in deferred revenue during the three months ended June 30, 2026 and 2025:

Three Months Ended June 30,

Balance at beginning of period

Recognized in Viral Wave Acquisition

Cash received during period

3 unchanged sentences

Balance at end of period

(a) Includes revenues of $ 1,643,875 during the nine months ended December 31, 2025 related to the balance of deferred revenue at April 1, 2025.

Includes revenues of $ 1,060,929 during the nine months ended December 31, 2024 related to the balance of deferred revenue at April 1, 2024.

(a) Includes revenues of $ 1,118,183 during the three months ended June 30, 2026 related to the balance of deferred revenue at April 1, 2026.

Includes revenues of $ 1,304,065 during the three months ended June 30, 2025 related to the balance of deferred revenue at April 1, 2025.

Viral Wave Business Combination

PopArabia FZ-LLC, a subsidiary of the Company, completed the acquisition of all of the issued and outstanding share capital of ViralWave Content Consultancy DWC-LLC (“ Viral Wave ”) (the “ Viral Wave Acquisition ”).

The Viral Wave Acquisition closed on April 7, 2026 following required regulatory approvals.

Purchase price consideration in the Viral Wave Acquisition totaled $ 5,892,734 , consisting of $ 5,372,734 of cash paid, $ 350,000 of deferred purchase price and $ 170,000 of contingent consideration.

The purchase price is subject to customary working capital and other purchase price adjustments.

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.

The Viral Wave Acquisition was accounted for as a business combination in accordance with FASB ASC Topic 805, Business Combinations using the acquisition method of accounting.

The allocation of purchase price consideration to the preliminary fair value of the net assets acquired is as follows:

Cash and cash equivalents

Other current assets

Intangible assets

Royalty advances

Property and equipment

Current liabilities

Deferred tax liability

Total identifiable net assets

Total consideration

The preliminary fair value of identifiable intangible assets subject to amortization is $ 3,379,457 and consists of music distribution customer relationships, mobile carrier distribution agreements and a recorded music catalog, which have preliminary fair values of $ 1,474,883 , $ 1,352,823 and $ 551,750 , respectively.

The weighted average amortization period of all identifiable intangible assets is 9.2 years.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

The excess of the purchase price over the preliminary fair value of net assets acquired of $ 870,445 has been recorded as goodwill, which is classified as Other assets in the June 30, 2026 condensed consolidated balance sheet.

Goodwill arising from the Viral Wave Acquisition has been assigned to the Company’s Recorded Music segment.

The purchase price allocation is preliminary and subject to revision as the Company obtains additional information necessary to finalize its estimates, primarily related to the valuation of identifiable intangible assets acquired, and may also include other assets acquired and liabilities assumed.

The results of operations of Viral Wave have been included in our consolidated financial statements from the acquisition date of April 7, 2026.

Transaction costs related to the Viral Wave Acquisition were not material and are included in administration expenses in the accompanying condensed consolidated statements of operation.

Asset Acquisitions

In the ordinary course of business, the Company regularly acquires publishing and recorded music catalogs, which are typically accounted for as asset acquisitions.

During the nine months ended December 31, 2025 and 2024, the Company completed such acquisitions totaling $ 96,019,019 and $ 73,189,487 , respectively, inclusive of deferred acquisition payments.

During the three months ended June 30, 2026 and 2025, the Company completed such acquisitions totaling $ 15,846,511 and $ 3,791,366 , respectively, inclusive of deferred acquisition payments.

The weighted average amortization periods for music catalogs acquired in asset acquisitions during the three months ended June 30, 2026 and 2025 were determined to be 26.7 years and 30 years , respectively.

INTANGIBLE ASSETS

Intangible assets subject to amortization consist of the following as of December 31, 2025 and March 31, 2025:

Intangible assets subject to amortization consist of the following as of June 30, 2026 and March 31, 2026:

Intangible assets subject to amortization:

Publishing and recorded music catalogs

Artist management contracts

Other intangible assets

Gross intangible assets

3 unchanged sentences

Intangible assets, net

Straight-line amortization expense totaled $ 7,731,933 and $ 6,658,587 during the three months ended December 31, 2025 and 2024, respectively.

Straight-line amortization expense totaled $ 22,496,117 and $ 19,356,966 during the nine months ended December 31, 2025 and 2024, respectively.

Publishing and recorded music catalogs acquired during the nine months ended December 31, 2025 and 2024 were determined to have a useful life of 30 years .

Straight-line amortization expense totaled $ 8,219,304 and $ 7,262,026 during the three months ended June 30, 2026 and 2025, respectively.

RESERVOIR MEDIA, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

JUNE 30, 2026

ROYALTY ADVANCES

The Company made royalty advances totaling $ 10,703,682 and $ 13,957,135 during the nine months ended December 31, 2025 and 2024, respectively, recoupable from the writer’s or artist’s share of future royalties otherwise payable, in varying amounts.

The Company made royalty advances totaling $ 3,702,065 and $ 2,686,189 during the three months ended June 30, 2026 and 2025, respectively, recoupable from the writer’s or artist’s share of future royalties otherwise payable, in varying amounts.

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, net during the nine months ended December 31, 2025 and 2024:

Nine Months Ended December 31,

The following table reflects the change in royalty advances, net during the three months ended June 30, 2026 and 2025:

Three Months Ended June 30 ,

Balance at beginning of period

Recognized in Viral Wave Acquisition

( 3,740,454 )

15 unchanged sentences

RMM is also 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 are pledged as collateral to secure the obligations of RMM under the RMM Credit Agreement.

RESERVOIR MEDIA, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

JUNE 30, 2026

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.

2 unchanged sentences

As described above, the Senior Credit Facility also includes an “accordion feature” that permits RMM to seek additional commitments in an amount not to exceed $ 150,000,000 .

As of December 31, 2025, the Senior Credit Facility had a borrowing capacity of $ 550,000,000 , with remaining borrowing availability of $ 94,171,590 .

As of June 30, 2026, the Senior Credit Facility had a borrowing capacity of $ 550,000,000 , with remaining borrowing availability of $ 85,171,590 .

Interest Rate Swaps

At December 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:

At June 30, 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:

Effective Date

3 unchanged sentences

December 2027

September 4, 2025

December 2027

In September 2025, the Company entered into an interest rate swap in the amount of $ 65,000,000 , which is reflected in the table above.

This swap had an effective date of September 4, 2025 and has a maturity date of December 16, 2027, which corresponds to the maturity date of the Senior Credit Facility.

The Company pays a fixed rate of 3.405 % and receives a floating interest from the counterparty based on SOFR.

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.

Income tax expense for the three months ended December 31, 2025 and 2024 was $ 1,078,418 ( 32.9 % effective tax rate) and $ 1,987,150 ( 27.2 % effective tax rate), respectively.

Income tax expense for the nine months ended December 31, 2025 and 2024 was $ 1,754,665 ( 31.8 % effective tax rate) and $ 1,540,589 ( 23.5 % effective tax rate), respectively.

Income tax expense during the nine months ended December 31, 2024 reflects excess tax benefits related to share-based compensation and an incremental tax benefit of approximately $ 103,000 related to certain international intangible assets.

The income tax expense during these periods also reflects the amount and mix of income from multiple tax jurisdictions.

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 condensed consolidated financial statements during the three and nine months ended December 31, 2025, and is not expected to have a material impact in future periods.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

August 29, 2025

December 2027

Income tax benefit for the three months ended June 30, 2026 and 2025 was $ 239,125 ( 32.0 % effective tax rate) and $ 271,066 ( 29.6 % effective tax rate), respectively.

Income tax benefit during the three months ended June 30, 2026 reflects excess tax benefits related to share-based compensation.

The change in effective income tax rate during these periods also reflects the amount and mix of income (loss) from multiple tax jurisdictions.

SUPPLEMENTARY CASH FLOW INFORMATION

Interest paid and income taxes paid for the nine months ended December 31, 2025 and 2024 were comprised of the following:

Nine Months Ended December 31,

Interest paid and income taxes paid for the three months ended June 30, 2026 and 2025 were comprised of the following:

Three Months Ended June 30,

Interest paid

Income taxes paid

Non-cash investing and financing activities for the nine months ended December 31, 2025 and 2024 were comprised of the following:

Nine Months Ended December 31,

Non-cash investing and financing activities for the three months ended June 30, 2026 and 2025 were comprised of the following:

Three Months Ended June 30,

Acquired intangible assets included in other current liabilities and other liabilities

Deferred consideration and contingent consideration included in other current liabilities and other liabilities

Reclassification of liability-classified awards to equity-classified awards

Right-of-use assets received in exchange for operating lease obligations

As of December 31, 2025, the Company’s outstanding warrants included 5,750,000 publicly-traded warrants (the “ Public Warrants ”), which were issued during ROCC’s initial public offering on December 15, 2020, and 137,500 warrants sold in a private placement to ROCC’s sponsor (the “ Private Warrants ” and together with the Public Warrants, the “ Warrants ”), which were assumed by the Company in connection with the Business Combination and exchanged into warrants for shares of Common Stock.

Each whole Warrant entitles the registered holder to purchase one whole share of Common Stock at a price of $ 11.50 per share, provided that the Company has an effective registration statement under the Securities Act covering the shares of Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.

The Warrants will expire on July 28, 2026, which is five years after the completion of the Business Combination, or earlier upon redemption or liquidation.

The Company may redeem the outstanding Public Warrants in whole, but not in part, at a price of $ 0.01 per warrant upon a minimum of 30 days ’ prior written notice of redemption, if and only if the last sale price of Common Stock equals or exceeds $ 18.00 per share for any 20 -trading days within a 30 -trading day period ending three business days before the Company sends the notice of redemption to the registered holders.

SHARE-BASED COMPENSATION

Share-based compensation expense totaled $ 1,091,683 ($ 849,910 , net of taxes) and $ 1,006,468 ($ 782,505 , net of taxes) during the three months ended December 31, 2025 and 2024, respectively.

Share-based compensation expense totaled $ 3,339,120 ($ 2,599,612 , net of taxes) and $ 3,333,853 ($ 2,591,992 , net of taxes) during the nine months ended December 31, 2025 and 2024, respectively.

Share-based compensation expense is classified as “Administration expenses” in the accompanying condensed consolidated statements of income.

During the nine months ended December 31, 2025 and 2024, the Company granted restricted stock units (“ RSUs ”) to satisfy previous obligations to issue a variable number of equity awards based on a fixed monetary amount.

Prior to the issuance of these RSUs, the Company classified these awards as liabilities.

Upon issuance of the RSUs, the awards became equity-classified as they no longer met the criteria to be liability-classified and as a result liabilities of $ 1,075,407 and $ 802,500 were reclassified from accounts payable and accrued liabilities to additional paid-in capital during the nine months ended December 31, 2025 and 2024, respectively.

RESERVOIR MEDIA, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

EARNINGS PER SHARE

The following table summarizes the basic and diluted earnings per common share calculation for the three and nine months ended December 31, 2025 and 2024:

Three Months Ended

Nine Months Ended

Basic earnings per common share

Net income attributable to Reservoir Media, Inc.

JUNE 30, 2026

As of June 30, 2026, the Company’s outstanding warrants included 5,750,000 publicly-traded warrants (the “ Public Warrants ”), which were issued during ROCC’s initial public offering on December 15, 2020, and 137,500 warrants sold in a private placement to ROCC’s sponsor (the “ Private Warrants ” and together with the Public Warrants, the “ Warrants ”), which were assumed by the Company in connection with the Business Combination and exchanged into warrants for shares of Common Stock.

Each whole Warrant entitled the registered holder to purchase one whole share of Common Stock at a price of $ 11.50 per share, provided that the Company has an effective registration statement under the Securities Act covering the shares of Common Stock issuable upon exercise of the Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder.

The Warrants expired on July 28, 2026.

SHARE-BASED COMPENSATION

Share-based compensation expense totaled $ 1,820,144 ($ 1,419,727 , net of taxes) and $ 1,133,552 ($ 882,507 , net of taxes) during the three months ended June 30, 2026 and 2025, respectively.

Share-based compensation expense is classified as “Administration expenses” in the accompanying condensed consolidated statements of operations.

During the three months ended June 30, 2026 and 2025, the Company granted restricted stock units (“ RSUs ”) to satisfy previous obligations to issue a variable number of equity awards based on a fixed monetary amount.

Prior to the issuance of these RSUs, the Company classified these awards as liabilities.

Upon issuance of the RSUs, the awards became equity-classified as they no longer met the criteria to be liability-classified and as a result liabilities of $ 846,667 and $ 995,407 were reclassified from accounts payable and accrued liabilities to additional paid-in capital during the three months ended June 30, 2026 and 2025, respectively.

LOSS PER SHARE

The following table summarizes the basic and diluted loss per common share calculation for the three months ended June 30, 2026 and 2025:

Three Months Ended June 30,

Basic loss per common share

Net loss attributable to Reservoir Media, Inc.

Weighted average common shares outstanding - basic

Earnings per common share - basic

Diluted earnings per common share

Net income attributable to Reservoir Media, Inc.

Loss per common share - basic

Diluted loss per common share

Net loss attributable to Reservoir Media, Inc.

Weighted average common shares outstanding - basic

2 unchanged sentences

Weighted average common shares outstanding - diluted

Earnings per common share - diluted

Because of their anti-dilutive effect, 5,891,590 shares of Common Stock equivalents, comprised of 5,887,500 warrants and 4,090 RSUs have been excluded from the diluted earnings per share calculation for the three and nine months ended December 31, 2025.

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 three and nine months ended December 31, 2024.

Loss per common share - diluted

Because of their anti-dilutive effect, 7,663,056 shares of Common Stock equivalents, comprised of 1,258,454 stock options, 517,102 RSUs and 5,887,500 warrants have been excluded from the diluted earnings per share calculation for the three months ended June 30, 2026.

Because of their anti-dilutive effect, 7,863,770 shares of Common Stock equivalents, comprised of 1,258,454 stock options, 717,816 RSUs and 5,887,500 warrants have been excluded from the diluted earnings per share calculation for the three months ended June 30, 2025.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

FINANCIAL INSTRUMENTS

7 unchanged sentences

As described in Note 8, “ Secured Line of Credit, ” the Company entered into interest rate swap agreements to partially reduce its exposure to fluctuations in interest rates on its Credit Facilities.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

The fair value of the outstanding interest rate swaps consisted of a $ 642,406 asset and a $ 807,654 liability as of December 31, 2025 and a $ 1,828,303 asset and a $ 410,008 liability at March 31, 2025.

The fair value of the outstanding interest rate swaps consisted of a $ 1,993,188 asset as of June 30, 2026 and a $ 1,356,878 asset and a $ 289,543 liability at March 31, 2026.

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 three and nine months ended December 31, 2025 of $ 270,380 and $ 1,583,543 , respectively, was recorded as a loss on fair value of swaps.

The change in the unrealized fair value of the swaps during the three months ended December 31, 2024 of $ 3,084,761 reflects marking to market our current interest rate swap hedges and was recorded as a gain on fair value of swaps.

The change in the unrealized fair value of the swaps during the nine months ended December 31, 2024 of $( 2,532,441 ) 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 three months ended June 30, 2026 and 2025 of $ 925,853 and $( 997,165 ), respectively, was recorded as a gain (loss) on fair value of swaps.

Foreign Exchange Risk

2 unchanged sentences

Financial instruments not described elsewhere include cash, accounts receivable, accounts payable, accrued liabilities and the Company’s secured line of credit.

The carrying values of these instruments as of December 31, 2025 do not differ materially from their respective fair values due to the immediate or short-term duration of these items or their bearing market-related rates of interest.

An investment in equity securities was sold during the three months ended December 31, 2024, which resulted in recognition of a gain of $ 103,715 during the three and nine months ended December 31, 2024.

The carrying values of these instruments as of June 30, 2026 do not differ materially from their respective fair values due to the immediate or short-term duration of these items or their bearing market-related rates of interest.

CONTINGENCIES AND COMMITMENTS

2 unchanged sentences

The Company believes that losses resulting from these matters, if any, would not have a material adverse effect on the financial position, results of operations or cash flows of the Company.

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 for within these condensed consolidated financial statements.

When applicable, 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 for within these condensed consolidated financial statements.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

SEGMENT REPORTING

7 unchanged sentences

The Company does not have sales between segments.

RESERVOIR MEDIA, INC.

AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

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 a reconciliation of OIBDA to income before income taxes for the three and nine months ended December 31, 2025 and 2024:

Three Months Ended December 31, 2025

Reportable segment revenue

Other revenue (a)

Consolidated revenue

Significant segment expenses:

Cost of revenue

Administration expenses

Reportable segment OIBDA

Other profit (a)

Amortization and depreciation

( 7,789,274 )

Interest expense

( 6,584,013 )

Loss on foreign exchange

Loss on fair value of swaps

Other expense, net

Income before income taxes

Three Months Ended December 31, 2024

Three Months Ended June 30, 2026

Reportable segment revenue

5 unchanged sentences

Reportable segment OIBDA

Other profit (a)

Other loss (a)

Amortization and depreciation

4 unchanged sentences

Gain on fair value of swaps

Other income, net

Income before income taxes

Other expense, net

Loss before income taxes

RESERVOIR MEDIA, INC.

1 unchanged sentence

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2025

Nine Months Ended December 31, 2025

JUNE 30, 2026

Three Months Ended June 30, 2025

Reportable segment revenue

12 unchanged sentences

Loss on fair value of swaps

( 1,583,543 )

Other expense, net

Income before income taxes

Nine Months Ended December 31, 2024

Reportable segment revenue

Other revenue (a)

Consolidated revenue

Significant segment expenses:

Cost of revenue

Administration expenses

Reportable segment OIBDA

Other profit (a)

Amortization and depreciation

( 19,528,397 )

Interest expense

( 15,796,667 )

Loss on foreign exchange

Loss on fair value of swaps

( 2,532,441 )

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.

Loss before income taxes

(a) Other revenue and other profit (loss) 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.

2 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements