What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-04 compared with 2026-02-04 · 136 added, 226 removed, 235 unchanged (61% of the section changed)

18 unchanged sentences

We are a holding company that conducts substantially all of our business operations through Reservoir Media Management, Inc.

(“ RMM ”) and RMM’s subsidiaries.

RMM is one of the world’s leading independent music companies.

We operate a music publishing business, a recorded music business, a management business and a rights management entity in the Middle East.

Recent Developments

On March 4, 2026, we announced that the Company’s Board of Directors (the “ Board ”) formed a special committee of independent and disinterested directors of the Board (the “ Special Committee ”) to evaluate unsolicited, non-binding proposals received from certain of the Company’s shareholders to acquire the Company’s outstanding equity, including proposals from Irenic Capital Management LP (“ Irenic ”) and from Richmond Hill Investment Co.

LP (“ Richmond Hill ”) and Wesbild Inc.

(“ Wesbild ” and together with Richmond Hill “ Wesbild/Richmond ”) (together the “ Proposals ”).

For additional information regarding the Proposals, see “Recent Developments” in the Annual Report.

On May 1, 2026, we announced that the Special Committee engaged Morgan Stanley & Co.

LLC as its financial advisor and Wachtell, Lipton, Rosen & Katz as its legal counsel in connection with the Special Committee’s evaluation of the Proposals.

There can be no assurance that any definitive agreement will result from either of the Proposals or that any transaction will be consummated with Irenic, Richmond Hill, Wesbild or any other party.

Business Overview

We are an independent music company operating in music publishing and recorded music.

Both of our business areas are populated with hit songs dating back to the early 1900s and represent an array of artists across genre and geography.

Both of our business areas are populated with hit songs dating back to the early 1900s and represent an array of artists across genres and geography.

Consistent with how we classify and operate our business, our company is organized in two reportable segments:

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We also own income participation interests in recordings by The Isley Brothers, The Commodores, Wisin and Yandel, Alabama and others.

Our core Catalog includes recordings under the Chrysalis Records label by artists, such as Sinéad O’Connor, The Specials, Generation X, The Waterboys and De La Soul, recordings under the Tommy Boy label by artists, such as Coolio, House of Pain, Naughty By Nature and Queen Latifah, plus select catalog artists on Fool’s Gold Records, which we also distribute.

Our core Catalog includes recordings under the Chrysalis Records label by artists such as Sinéad O’Connor, The Specials, Generation X and The Waterboys, and De La Soul, recordings under the Tommy Boy label by artists such as Coolio, House of Pain, Naughty By Nature and Queen Latifah, plus select catalog artists on Fool’s Gold Records, which we also distribute.

Our Current Artist and Catalog recorded music distribution is handled by a mix of direct deals, such as with Amazon, Apple, TikTok and YouTube, plus a network of distribution partners, including MERLIN, AMPED and Proper.

Chrysalis Records’ current frontline releases are distributed through Secretly Distribution.

Through our distribution network, our music is being sold in physical retail outlets, as well as in physical form to online retailers, such as amazon.com, and distributed in digital form to an expanding universe of digital partners, including streaming services, such as Amazon, Apple, Deezer, SoundCloud, Spotify, Tencent Music Entertainment Group and YouTube, radio services, such as iHeart Radio and SiriusXM, and download services.

We also license music digitally to fitness platforms, such as Apple Fitness+, Equinox, Hydrow and Peloton and social media outlets such as Facebook, Instagram, TikTok and Snap.

Through our distribution network, our music is being sold in physical retail outlets, as well as in physical form to online physical retailers, such as amazon.com, and distributed in digital form to an expanding universe of digital partners, including streaming services such as Amazon, Apple, Deezer, SoundCloud, Spotify, Tencent Music Entertainment Group and YouTube, radio services such as iHeart Radio and SiriusXM, and download services.

We also license music digitally to fitness platforms such as Apple Fitness+, Equinox, Hydrow and Peloton and to social media outlets, such as Facebook, Instagram, TikTok and Snap.

Recorded Music revenues are derived from four main sources:

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Where non-GAAP financial measures are used, we have provided the most directly comparable measures calculated and presented in accordance with U.S.

GAAP, a reconciliation to GAAP measures and a discussion of the reasons why management believes this information is useful to it and may be useful to investors.

GAAP, a reconciliation to GAAP measures and a discussion of the reasons why management believes this information is useful to them and may be useful to investors.

Results of Operations

Income Statement

Our income statement was composed of the following amounts (in thousands):

Statement of Operations

Our statement of operations was composed of the following amounts (in thousands):

For the Three Months Ended

For the Nine Months Ended

Costs and expenses:

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(Loss) gain on foreign exchange

(Loss) gain on fair value of swaps

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.

Loss before income taxes

Income tax benefit

Net loss attributable to noncontrolling interests

Net loss attributable to Reservoir Media, Inc.

NM – Not meaningful

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For the Three Months Ended

For the Nine Months Ended

Revenue by Type

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Total Revenue

NM – Not meaningful

For the Three Months Ended

For the Nine Months Ended

Revenue by Geographical Location

6 unchanged sentences

Total Revenue

Three Months Ended December 31, 2025 vs.

Three Months Ended December 31, 2024

Total revenues increased by $3,264 thousand, or 8%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, driven by a 12% increase in Music Publishing revenues and an 8% increase in Recorded Music revenues.

Music Publishing revenues represented 66% and 64% of total revenues for the three months ended December 31, 2025 and the three months ended December 31, 2024, respectively.

Recorded Music revenues represented 28% of total revenues for the three months ended December 31, 2025 and December 31, 2024.

and international revenues represented 60% and 40%, respectively, of total revenues for the three months ended December 31, 2025.

and international revenues represented 62% and 38%, respectively, of total revenues for the three months ended December 31, 2024.

Total digital revenues increased by $1,968 thousand, or 8%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services.

Total digital revenues represented 59% of total revenues for the three months ended December 31, 2025 and December 31, 2024.

Music Publishing revenues increased by $3,228 thousand, or 12%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024.

This increase in Music Publishing revenues was due to a $1,850 thousand increase in performance revenue driven by the performance of hit songs, a $761 thousand increase in digital revenue, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services, a $524 thousand increase in other revenue primarily attributable to acquired stage rights and a $440 thousand increase in synchronization revenue driven by the timing of licenses.

These increases were partially offset by a $347 thousand decrease in mechanical revenue.

On a geographic basis, U.S.

Music Publishing revenues represented 60% of total Music Publishing revenues for the three months ended December 31, 2025 compared to 62% for the three months ended December 31, 2024.

International Music Publishing revenues represented 40% of total Music Publishing revenues for the three months ended December 31, 2025 compared to 38% for the three months ended December 31, 2024.

Recorded Music revenues increased by $908 thousand, or 8%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024.

This increase in Recorded Music revenues was mainly due to a $1,208 thousand increase in digital revenue, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services, and a $260 thousand increase in neighboring rights revenue.

These increases were partially offset by a $450 thousand decrease in synchronization revenue driven by the timing of licenses.

Additionally, Recorded Music revenues include a royalty recovery related to underreported usage for a music catalog (the “ royalty recovery ”) during the three months ended December 31, 2024, which did not recur during the three months ended December 31, 2025.

On a geographic basis, U.S.

Recorded Music revenues represented 53% of total Recorded Music revenues for the three months ended December 31, 2025 compared to 49% for the three months ended December 31, 2024.

International Recorded Music revenues represented 47% of total Recorded Music revenues for the three months ended December 31, 2025 compared to 51% for the three months ended December 31, 2024.

Nine Months Ended December 31, 2025 vs.

Nine Months Ended December 31, 2024

Total revenues increased by $10,879 thousand, or 9%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, driven by an 8% increase in Music Publishing revenues and a 12% increase in Recorded Music revenues.

Music Publishing revenues represented 67% and 68% of total revenues for the nine months ended December 31, 2025 and the nine months ended December 31, 2024, respectively.

Recorded Music revenues represented 28% of total revenues for the nine months ended December 31, 2025 and December 31, 2024, respectively.

and international revenues represented 57% and 43%, respectively, of total revenues for the nine months ended December 31, 2025.

and international revenues represented 60% and 40%, respectively, of total revenues for the nine months ended December 31, 2024.

Total digital revenues increased by $5,085 thousand, or 7%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services.

Total digital revenues represented 58% and 59% of total revenues for the nine months ended December 31, 2025 and the nine months ended December 31, 2024, respectively.

Music Publishing revenues increased by $6,441 thousand, or 8%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024.

This increase in Music Publishing revenues was mainly due to a $3,905 thousand increase in performance revenue driven by the performance of hit songs, a $923 thousand increase in digital revenue, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services, an $886 thousand increase in other revenue primarily attributable to acquired stage rights and a $564 thousand increase in synchronization revenue driven by the timing of licenses.

Three Months Ended June 30, 2026 vs.

Three Months Ended June 30, 2025

Total revenues increased by $4,318 thousand, or 12%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven by a 35% increase in Recorded Music revenues and a 6% increase in Music Publishing revenues.

Music Publishing revenues represented 64% and 67% of total revenues for the three months ended June 30, 2026 and the three months ended June 30, 2025, respectively.

Recorded Music revenues represented 34% and 28% of total revenues for the three months ended June 30, 2026 and the three months ended June 30, 2025, respectively.

and international revenues represented 54% and 46%, respectively, of total revenues for the three months ended June 30, 2026.

and international revenues represented 57% and 43%, respectively, of total revenues for the three months ended June 30, 2025.

The shift in geographic mix is primarily attributable to the acquisition of ViralWave Content Consultancy DWC-LLC (“ Viral Wave ”) (the “ Viral Wave Acquisition ”).

Total digital revenues increased by $2,866 thousand, or 13%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services.

Total digital revenues represented 61% and 60% of total revenues for the three months ended June 30, 2026 and the three months ended June 30, 2025, respectively.

Music Publishing revenues increased by $1,579 thousand, or 6%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

This increase in Music Publishing revenues was due to a $1,045 thousand increase in digital revenue, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services and an $836 thousand increase in performance revenue driven by the performance of hit songs.

These increases were partially offset by a $132 thousand decrease in synchronization revenue driven by the timing of licenses and a $128 thousand decrease in other revenue.

On a geographic basis, U.S.

Music Publishing revenues represented 56% of total Music Publishing revenues for the nine months ended December 31, 2025 compared to 59% for the nine months ended December 31, 2024.

International Music Publishing revenues represented 44% of total Music Publishing revenues for the nine months ended December 31, 2025 compared to 41% for the nine months ended December 31, 2024.

Recorded Music revenues increased by $4,012 thousand, or 12%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024.

This increase in Recorded Music revenues was mainly due to a $4,162 thousand increase in digital revenue, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services, partially offset by the non-recurrence of the royalty recovery.

This increase was partially offset by a $548 thousand decrease in physical revenue due to the planned timing of releases.

Music Publishing revenues represented 57% of total Music Publishing revenues for the three months ended June 30, 2026 and the three months ended June 30, 2025.

International Music Publishing revenues represented 43% of total Music Publishing revenues for the three months ended June 30, 2026 and the three months ended June 30, 2025.

Recorded Music revenues increased by $3,656 thousand, or 35%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

This increase in Recorded Music revenues was mainly due to a $1,821 thousand increase in digital revenue, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services, a $1,182 thousand increase in synchronization revenue driven by the timing of licenses, and a $579 thousand increase in physical due to timing of release schedules.

On a geographic basis, U.S.

Recorded Music revenues represented 53% of total Recorded Music revenues for the nine months ended December 31, 2025 compared to 55% for the nine months ended December 31, 2024.

International Recorded Music revenues represented 47% of total Recorded Music revenues for the nine months ended December 31, 2025 compared to 45% for the nine months ended December 31, 2024.

Recorded Music revenues represented 46% of total Recorded Music revenues for the three months ended June 30, 2026 compared to 52% for the three months ended June 30, 2025.

International Recorded Music revenues represented 54% of total Recorded Music revenues for the three months ended June 30, 2026 compared to 48% for the three months ended June 30, 2025.

The shift in geographic mix is primarily attributable to the Viral Wave Acquisition.

Cost of Revenue

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For the Three Months Ended

For the Nine Months Ended

Writer royalties and other publishing costs

1 unchanged sentence

Total cost of revenue

Three Months Ended December 31, 2025 vs.

Three Months Ended December 31, 2024

Cost of revenue increased by $1,130 thousand, or 7%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, primarily as a result of an increase in revenues.

Cost of revenue as a percentage of revenues was 36% for the three months ended December 31, 2025 and December 31, 2024.

Writer royalties and other publishing costs for the Music Publishing segment increased by $886 thousand, or 8%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024.

Writer royalties and other publishing costs as a percentage of Music Publishing revenues decreased to 42% for the three months ended December 31, 2025 from 44% for the three months ended December 31, 2024, driven primarily by the change in the mix of revenue by type and songwriting clients with their specific contractual royalty rates being applied to the revenues.

Artist royalties and other recorded music costs for the Recorded Music segment increased by $244 thousand, or 7%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024.

Artist royalties and other recorded music costs as a percentage of Recorded Music revenues were 28% for the three months ended December 31, 2025 and December 31, 2024.

Nine Months Ended December 31, 2025 vs.

Nine Months Ended December 31, 2024

Cost of revenue increased by $2,742 thousand, or 6%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, primarily as a result of an increase in revenues.

Cost of revenue as a percentage of revenues decreased to 36% for the nine months ended December 31, 2025 from 37% for the nine months ended December 31, 2024, reflecting decreases in cost of revenue as a percentage of revenues for the Music Publishing and Recorded Music segments.

Writer royalties and other publishing costs for the Music Publishing segment increased by $1,952 thousand, or 6%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024.

Writer royalties and other publishing costs as a percentage of Music Publishing revenues decreased to 42% for the nine months ended December 31, 2025 from 43% for the nine months ended December 31, 2024, driven primarily by the change in the mix of revenue by type and songwriting clients with their specific contractual royalty rates being applied to the revenues.

Artist royalties and other recorded music costs for the Recorded Music segment increased by $790 thousand, or 9%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024.

Artist royalties and other recorded music costs as a percentage of Recorded Music revenues decreased to 27% for the nine months ended December 31, 2025 from 28% for the nine months ended December 31, 2024, driven primarily by the mix of revenue by type, including a lower percentage of physical sales that carry higher costs than other types of revenue, and artists with their specific contractual royalty rates being applied to the revenues.

Three Months Ended June 30, 2026 vs.

Three Months Ended June 30, 2025

Cost of revenue increased by $1,595 thousand, or 12%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily as a result of an increase in revenues.

Cost of revenue as a percentage of revenues increased to 36% for the three months ended June 30, 2026 from 35% for the three months ended June 30, 2025, reflecting an increase in cost of revenue as a percentage of revenue in the Recorded Music segment.

Writer royalties and other publishing costs for the Music Publishing segment increased by $38 thousand during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Writer royalties and other publishing costs as a percentage of Music Publishing revenues decreased to 40% for the three months ended June 30, 2026 from 42% for the three months ended June 30, 2025, driven primarily by the change in the mix of revenue by type and songwriting clients with their specific contractual royalty rates being applied to the revenues.

Artist royalties and other recorded music costs for the Recorded Music segment increased by $1,557 thousand, or 56%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Artist royalties and other recorded music costs as a percentage of Recorded Music revenues increased to 31% for the three months ended June 30, 2026 from 26% for the three months ended June 30, 2025, driven primarily by the change in the mix of revenue by type to a higher percentage of physical sales, as well as the addition of revenues from Viral Wave, both of which carry higher costs.

Amortization and Depreciation

Three Months Ended December 31, 2025 vs.

Three Months Ended December 31, 2024

Amortization and depreciation expense increased by $1,076 thousand, or 16%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, primarily due to the acquisition of additional music catalogs.

Nine Months Ended December 31, 2025 vs.

Nine Months Ended December 31, 2024

Amortization and depreciation expense increased by $3,131 thousand, or 16%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, primarily due to the acquisition of additional music catalogs.

Three Months Ended June 30, 2026 vs.

Three Months Ended June 30, 2025

Amortization and depreciation expense increased by $982 thousand, or 13%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to the acquisition of additional music catalogs.

Administration Expenses

1 unchanged sentence

For the Three Months Ended

For the Nine Months Ended

Music Publishing administration expenses

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Total administration expenses

Three Months Ended December 31, 2025 vs.

Three Months Ended December 31, 2024

Total administration expenses increased by $289 thousand, or 3%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, driven primarily by increases in administration expenses in the Music Publishing and Recorded Music segments, partially offset by a decrease in other administration expenses.

Expressed as a percentage of revenues, administration expenses decreased to 25% for the three months ended December 31, 2025 from 26% for the three months ended December 31, 2024.

Music Publishing administration expenses increased by $448 thousand, or 7%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024.

Expressed as a percentage of revenues, Music Publishing administration expenses decreased to 21% for the three months ended December 31, 2025 from 22% for the three months ended December 31, 2024, primarily as a result of improved operating leverage as revenues increased.

Recorded Music administration expenses increased by $336 thousand, or 15%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024.

Expressed as a percentage of revenue, Recorded Music administration expenses increased to 20% for the three months ended December 31, 2025 from 19% for the three months ended December 31, 2024, primarily due to investments made in the Recorded Music business to address frontline opportunities, as well as increased compensation and other costs due to inflation.

Other administration expenses decreased by $495 thousand, or 18%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, primarily due to selling expenses associated with our artist management business, consisting mostly of manager compensation.

Nine Months Ended December 31, 2025 vs.

Nine Months Ended December 31, 2024

Total administration expenses increased by $3,186 thousand, or 11%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, driven by increases in administration expenses in the Music Publishing and Recorded Music segments, as well as an increase in the Other administration expenses.

Expressed as a percentage of revenues, administration expenses were 26% for the nine months ended December 31, 2025 and December 31, 2024.

Music Publishing administration expenses increased by $1,458 thousand, or 8%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024.

Expressed as a percentage of revenues, Music Publishing administration expenses were 23% for the nine months ended December 31, 2025 and December 31, 2024.

Recorded Music administration expenses increased by $1,298 thousand, or 19%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024.

Expressed as a percentage of revenue, Recorded Music administration expenses increased to 23% for the nine months ended December 31, 2025 from 22% for the nine months ended December 31, 2024, primarily due to investments made in the Recorded Music business to address frontline opportunities, as well as increased compensation and other costs due to inflation.

Other administration expenses increased by $430 thousand, or 10%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, primarily due to selling expenses associated with our artist management business, consisting mostly of manager compensation.

Three Months Ended June 30, 2026 vs.

Three Months Ended June 30, 2025

Total administration expenses increased by $1,809 thousand, or 16%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven primarily by increases in administration expenses in the Music Publishing and Recorded Music segments, partially offset by a decrease in other administration expenses.

The increase also reflects $201 thousand of professional fees incurred in connection with structuring associated with certain strategic growth initiatives, the Viral Wave Acquisition and by the Special Committee (the “Transaction costs”).

Expressed as a percentage of revenues, administration expenses increased to 31% for the three months ended June 30, 2026 from 30% for the three months ended June 30, 2025.

Music Publishing administration expenses increased by $1,334 thousand, or 19%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Expressed as a percentage of revenues, Music Publishing administration expenses increased to 31% for the three months ended June 30, 2026 from 28% for the three months ended June 30, 2025, primarily as a result of an increase in share-based compensation and professional fees incurred in connection with structuring associated with certain strategic growth initiatives.

Recorded Music administration expenses increased by $843 thousand, or 30%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Expressed as a percentage of revenue, Recorded Music administration expenses decreased to 26% for the three months ended June 30, 2026 from 27% for the three months ended June 30, 2025, primarily due to taking advantage of operating leverage on the Recorded Music platform.

Other administration expenses decreased by $369 thousand, or 26%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to selling expenses associated with our artist management business, consisting mostly of manager compensation.

Operating Income

Three Months Ended December 31, 2025 vs.

Three Months Ended December 31, 2024

Operating income increased by $770 thousand, or 8%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, primarily driven by an increase in revenues, partially offset by increases in amortization and depreciation and administration expenses.

Operating income margin (operating income expressed as a percentage of revenues) was 23% during the three months ended December 31, 2025 and December 31, 2024.

Nine Months Ended December 31, 2025 vs.

Nine Months Ended December 31, 2024

Operating income increased by $1,819 thousand, or 7%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, primarily driven by an increase in revenues, partially offset by increases in amortization and depreciation and administration expenses.

Operating income margin (operating income expressed as a percentage of revenues) was 21% during the nine months ended December 31, 2025 and December 31, 2024.

Three Months Ended June 30, 2026 vs.

Three Months Ended June 30, 2025

Operating income decreased by $68 thousand, or 1%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by an increase in administration expenses and amortization and depreciation, partially offset by an increase in revenues.

Operating income margin (operating income expressed as a percentage of revenues) decreased to 13% during the three months ended June 30, 2026 from 15% during the three months ended June 30, 2025 primarily due to an increase in administration expenses as a percentage of revenue.

Interest Expense

Three Months Ended December 31, 2025 vs.

Three Months Ended December 31, 2024

Interest expense increased by $807 thousand, or 14%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, driven primarily by increased debt balances due to use of funds in acquisitions of music catalogs and writer signings, partially offset by a decrease in SOFR.

Nine Months Ended December 31, 2025 vs.

Nine Months Ended December 31, 2024

Interest expense increased by $3,825 thousand, or 24%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, driven primarily by increased debt balances due to use of funds in acquisitions of music catalogs and writer signings, as well as an increase in effective interest rates.

The increase in the Company’s effective interest rates primarily reflects an increase on the portions of its borrowings that are hedged, as its swap contracts in effect during the nine months ended December 31, 2025 have a higher fixed interest rate than the Company’s previous swap contracts, which were in effect during a portion of the nine months ended December 31, 2024 until they matured on September 30, 2024.

Three Months Ended June 30, 2026 vs.

Three Months Ended June 30, 2025

Interest expense increased by $609 thousand, or 10%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven primarily by increased debt balances due to use of funds in acquisitions of music catalogs and writer signings.

(Loss) Gain on Foreign Exchange

Three Months Ended December 31, 2025 vs.

Three Months Ended December 31, 2024

Loss on foreign exchange increased by $12 thousand, or 16%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024.

This change was due to fluctuations in the two foreign currencies we are directly exposed to, namely British pound sterling and euro.

Nine Months Ended December 31, 2025 vs.

Nine Months Ended December 31, 2024

Gain on foreign exchange was $620 thousand for the nine months ended December 31, 2025 compared to loss on foreign exchange of $(172) thousand for the nine months ended December 31, 2024.

Three Months Ended June 30, 2026 vs.

Three Months Ended June 30, 2025

(Loss) gain on foreign exchange was $(44) thousand during the three months ended June 30, 2026 compared to $1,095 thousand during the three months ended June 30, 2025.

This change was due to fluctuations in the two foreign currencies we are directly exposed to, namely British pound sterling and euro.

(Loss) Gain on Fair Value of Swaps

Three Months Ended December 31, 2025 vs.

Three Months Ended December 31, 2024

Loss on fair value of swaps was $(270) thousand for the three months ended December 31, 2025 compared to gain on fair value of swaps of $3,085 thousand for the three months ended December 31, 2024.

This change was due to marking to market our interest rate swap hedges.

Nine Months Ended December 31, 2025 vs.

Nine Months Ended December 31, 2024

Loss on fair value of swaps increased by $949 thousand during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024.

Gain (Loss) on Fair Value of Swaps

Three Months Ended June 30, 2026 vs.

Three Months Ended June 30, 2025

Gain (loss) on fair value of swaps was $926 thousand for the three months ended June 30, 2026 compared to $(997) thousand for the three months ended June 30, 2025.

This change was due to marking to market our interest rate swap hedges.

Additionally, the loss during the nine months ended December 31, 2024 reflects the September 2024 decrease in SOFR, as well as the time value of the swaps that expired on December 31, 2024.

Other (Expense) Income, Net

Three Months Ended December 31, 2025 vs.

Three Months Ended December 31, 2024

Other (expense) income, net during the three months ended December 31, 2025 was comprised primarily of the Company’s recognition of its share of losses incurred by equity method investments.

Other (expense) income, net during the three months ended December 31, 2024 consisted of a $104 thousand gain recorded on the disposal of an equity investment during the period (the “ investment gain ”) and the Company’s share of proceeds related to underreported usage for an acquired music catalog that pertained to periods prior to the Company’s acquisition of the music catalog, which amounted to $405 thousand (the “ recovery income ”).

See Note 14 to the accompanying condensed consolidated financial statements for discussion about the investment gain.

Nine Months Ended December 31, 2025 vs.

Nine Months Ended December 31, 2024

Other (expense) income, net during the nine months ended December 31, 2025 was comprised primarily of the Company’s recognition of its share of losses incurred by equity method investments.

Other (expense) income, net during the nine months ended December 31, 2024 consisted of the investment gain and the recovery income, partially offset by the Company’s share of loss recorded by an equity method investment.

Income Tax Expense

Three Months Ended December 31, 2025 vs.

Three Months Ended December 31, 2024

Income tax expense was $1,078 thousand during the three months ended December 31, 2025 compared to $1,987 thousand during the three months ended December 31, 2024.

The effective income tax rate during the three months ended December 31, 2025 was 32.9% compared to 27.2% during the three months ended December 31, 2024.

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

Nine Months Ended December 31, 2025 vs.

Nine Months Ended December 31, 2024

Income tax expense was $1,755 thousand during the nine months ended December 31, 2025 compared to $1,541 thousand during the nine months ended December 31, 2024.

The effective income tax rate during the nine months ended December 31, 2025 was 31.8% compared to 23.5% during the three months ended December 31, 2024.

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

Additionally, the change in effective income tax rate 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 nine months ended December 31, 2025, and is not expected to have a material impact in future periods.

Three Months Ended December 31, 2025 vs.

Three Months Ended December 31, 2024

Net income was $2,203 thousand during the three months ended December 31, 2025 compared to $5,312 thousand during the three months ended December 31, 2024.

The decrease in net income was driven primarily by a loss on fair value of swaps, increase in interest expense and change in other income (expense), net.

These factors were partially offset by an increase in operating income and a decrease in income tax expense.

Nine Months Ended December 31, 2025 vs.

Nine Months Ended December 31, 2024

Net income was $3,763 thousand during the nine months ended December 31, 2025 compared to $5,010 thousand during the nine months ended December 31, 2024.

The decrease in net income was driven primarily by an increase in interest expense and change in other income (expense), net, partially offset by an increase in operating income, decrease in loss on fair value of swaps and change in (loss) gain on foreign exchange.

Three Months Ended June 30, 2026 vs.

Three Months Ended June 30, 2025

Other (expense) income, net during the three months ended June 30, 2026 and the three months ended June 30, 2025 was comprised primarily of the Company’s recognition of its share of losses incurred by equity method investments.

Income Tax Benefit

Three Months Ended June 30, 2026 vs.

Three Months Ended June 30, 2025

Income tax benefit was $239 thousand during the three months ended June 30, 2026 compared to $271 thousand during the three months ended June 30, 2025.

The effective income tax rate during the three months ended June 30, 2026 was 32.0% compared to 29.6% during the three months ended June 30, 2025.

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.

Three Months Ended June 30, 2026 vs.

Three Months Ended June 30, 2025

Net loss was $508 thousand during the three months ended June 30, 2026 compared to $644 thousand during the three months ended June 30, 2025.

This change was driven primarily by the change in gain (loss) on fair value of swaps, partially offset by the change in (loss) gain on foreign exchange and an increase in interest expense.

Non-GAAP Reconciliations

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For the Three Months Ended

For the Nine Months Ended

Cost of revenue

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For the Three Months Ended

For the Nine Months Ended

Cost of revenue

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For the Three Months Ended

For the Nine Months Ended

Cost of revenue

Administration expenses

Three Months Ended December 31, 2025 vs.

Three Months Ended December 31, 2024

OIBDA increased by $1,845 thousand, or 11%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, driven by increases in Music Publishing OIBDA and Recorded Music OIBDA.

Expressed as a percentage of revenue, OIBDA Margin increased to 40% for the three months ended December 31, 2025 from 38% for the three months ended December 31, 2024.

Music Publishing OIBDA increased by $1,894 thousand, or 21%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024.

Expressed as a percentage of revenue, Music Publishing OIBDA Margin increased to 37% for the three months ended December 31, 2025 from 34% for the three months ended December 31, 2024.

The increase in Music Publishing OIBDA primarily reflects an increase in revenues.

The increase in OIBDA Margin primarily reflects decreases in cost of revenue and administration expenses as percentages of revenues.

Recorded Music OIBDA increased by $328 thousand, or 5% during the three months ended December 31, 2025 compared to the three months ended December 31, 2024.

Expressed as a percentage of revenue, Recorded Music OIBDA Margin decreased to 52% for the three months ended December 31, 2025 from 53% for the three months ended December 31, 2024.

The increase in Recorded Music OIBDA primarily reflects an increase in revenues.

The decrease in OIBDA Margin primarily reflects an increase in administration expenses as a percentage of revenues.

Nine Months Ended December 31, 2025 vs.

Nine Months Ended December 31, 2024

OIBDA increased by $4,951 thousand, or 11%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, driven primarily by increases in Music Publishing OIBDA and Recorded Music OIBDA.

Expressed as a percentage of revenue, OIBDA Margin was 38% for the nine months ended December 31, 2025 and December 31, 2024.

Music Publishing OIBDA increased by $3,031 thousand, or 11%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024.

Expressed as a percentage of revenue, Music Publishing OIBDA Margin increased to 35% for the nine months ended December 31, 2025 from 34% for the nine months ended December 31, 2024.

The increase in Music Publishing OIBDA primarily reflects an increase in revenues.

The increase in OIBDA Margin primarily reflects a decrease in cost of revenue as a percentage of revenues.

Recorded Music OIBDA increased by $1,923 thousand, or 12% during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024.

Expressed as a percentage of revenue, Recorded Music OIBDA Margin was 50% for the nine months ended December 31, 2025 and December 31, 2024.

Three Months Ended June 30, 2026 vs.

Three Months Ended June 30, 2025

OIBDA increased by $913 thousand, or 7%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven by increases in Music Publishing OIBDA and Recorded Music OIBDA, partially offset by a $549 thousand decrease in Other OIBDA associated with our artist management business.

Expressed as a percentage of revenue, OIBDA Margin decreased to 33% for the three months ended June 30, 2026 from 34% for the three months ended June 30, 2025.

Music Publishing OIBDA increased by $207 thousand, or 3%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Expressed as a percentage of revenue, Music Publishing OIBDA Margin decreased to 29% for the three months ended June 30, 2026 from 30% for the three months ended June 30, 2025.

The increase in Music Publishing OIBDA primarily reflects an increase in revenues, partially offset by an increase in administration expenses.

The decrease in OIBDA Margin primarily reflects an increase in administration expenses as a percentage of revenues, partially offset by a decrease in cost of revenue as a percentage of revenue.

Recorded Music OIBDA increased by $1,256 thousand, or 26% during the three months ended June 30, 2026 compared to the three months ended June 30, 2025.

Expressed as a percentage of revenue, Recorded Music OIBDA Margin decreased to 43% for the three months ended June 30, 2026 from 46% for the three months ended June 30, 2025.

The increase in Recorded Music OIBDA primarily reflects an increase in revenues.

Reconciliation of Net Income to EBITDA and Adjusted EBITDA

The following table reconciles net income to Adjusted EBITDA (in thousands):

The decrease in OIBDA Margin primarily reflects an increase in cost of revenue as a percentage of revenues, partially offset by a decrease in administration expenses as a percentage of revenues.

Reconciliation of Net Loss to EBITDA and Adjusted EBITDA

The following table reconciles net loss to Adjusted EBITDA (in thousands):

For the Three Months Ended

For the Nine Months Ended

Income tax expense

Income tax benefit

Interest expense

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Loss (gain) on foreign exchange (a)

Loss (gain) on fair value of swaps (b)

(Gain) loss on fair value of swaps (b)

Non-cash share-based compensation (c)

Other expense (income), net (d)

Transaction costs (d)

Other expense (income), net (e)

Adjusted EBITDA

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2021 Omnibus Incentive Plan.

(d) Reflects the Company’s share of losses recorded by equity method investments during the three and nine months ended December 31, 2025.

Reflects the investment gain and recovery income during the three months ended December 31, 2024.

Reflect the investment gain and recovery income, partially offset by the Company’s share of loss recorded by an equity method investment during the nine months ended December 31, 2024.

Three Months Ended December 31, 2025 vs.

Three Months Ended December 31, 2024

Adjusted EBITDA increased by $1,929 thousand, or 11%, during the three months ended December 31, 2025 compared to the three months ended December 31, 2024, primarily as a result of an increase in revenues, partially offset by an increase in administration expenses.

Nine Months Ended December 31, 2025 vs.

Nine Months Ended December 31, 2024

Adjusted EBITDA increased by $4,958 thousand, or 10%, during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024, primarily as a result of an increase in revenues, partially offset by an increase in administration expenses.

(d) Reflects transaction costs, consisting primarily of professional fees, incurred in connection with structuring associated with certain strategic growth initiatives, the Viral Wave Acquisition and by the Special Committee.

(e) Reflects the Company’s share of losses recorded by equity method investments.

Three Months Ended June 30, 2026 vs.

Three Months Ended June 30, 2025

Adjusted EBITDA increased by $1,800 thousand, or 13%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily as a result of an increase in revenues, partially offset by an increase in administration expenses.

Liquidity and Capital Resources

Capital Resources

As of December 31, 2025, we had $452,259 thousand of debt (net of $3,569 thousand of deferred financing costs) and $20,591 thousand of cash and cash equivalents.

As of June 30, 2026, we had $462,152 thousand of debt (net of $2,677 thousand of deferred financing costs) and $13,660 thousand of cash and cash equivalents.

The following table summarizes our historical cash flows (in thousands).

For the Nine Months Ended

Cash provided by (used for):

For the Three Months Ended

Cash (used for) provided by:

Operating activities

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Financing activities

NM – Not meaningful

Operating Activities

Cash provided by operating activities was $38,230 thousand for the nine months ended December 31, 2025 compared to $33,105 thousand for the nine months ended December 31, 2024.

The primary drivers of the $5,125 thousand increase in cash provided by operating activities during the nine months ended December 31, 2025 compared to the nine months ended December 31, 2024 were an increase in cash provided by working capital and an increase in earnings.

The increase in cash provided by working capital was due primarily to the timing of collections of accounts receivable and payments of accounts payable, partially offset by the timing of royalty payments to artists and royalty advance recoupments.

Cash (used for) provided by operating activities was $(1,407) thousand for the three months ended June 30, 2026 compared to $6,014 thousand for the three months ended June 30, 2025.

The primary driver of the $7,421 thousand change in cash (used for) provided by operating activities during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was an increase in cash used for working capital.

The increase in cash used for working capital was due primarily to the timing of collections of accounts receivable and royalty payments to artists, as well as the timing of royalty advance recoupments, partially offset by the timing of payments of accounts payable.

Investing Activities

Cash used for investing activities was $100,019 thousand for the nine months ended December 31, 2025 compared to $71,930 thousand for the nine months ended December 31, 2024.

The increase in cash used in investing activities was primarily due to an increase in acquisitions of music catalogs.

Cash used for investing activities was $19,788 thousand for the three months ended June 30, 2026 compared to $9,659 thousand for the three months ended June 30, 2025.

The increase in cash used in investing activities was primarily due to an increase in acquisitions of music catalogs and the Viral Wave Acquisition, partially offset by a decrease in investments in equity affiliates.

Financing Activities

Cash provided by financing activities was $61,203 thousand for the nine months ended December 31, 2025 compared to $38,516 thousand for the nine months ended December 31, 2024.

The change in cash provided by financing activities primarily reflects an increase in borrowings from the secured line of credit.

Cash provided by (used for) financing activities was $3,945 thousand for the three months ended June 30, 2026 compared to $(2,509) thousand for the three months ended June 30, 2025.

The change in cash provided by (used for) financing activities primarily reflects an increase in borrowings from the secured line of credit and the nonrecurrence of the payment of deferred financing costs.

These factors were partially offset by an increase in taxes paid related to the net share settlement of restricted stock units.

Our primary sources of liquidity are the cash flows generated from our subsidiaries’ operations, available cash and cash equivalents and funds available for drawing under our senior secured revolving credit facility (the “ Senior Credit Facility ”) (as described below).

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We believe that our primary sources of liquidity will be sufficient to support our existing operations over the next twelve months.

Existing Debt as of December 31, 2025

As of December 31, 2025, our outstanding debt consisted of $455,828 thousand borrowed under the Senior Credit Facility.

As of December 31, 2025, remaining borrowing availability under the Senior Credit Facility was $94,172 thousand.

Existing Debt as of June 30, 2026

As of June 30, 2026, our outstanding debt consisted of $464,828 thousand borrowed under the Senior Credit Facility.

As of June 30, 2026, remaining borrowing availability under the Senior Credit Facility was $85,172 thousand.

We use cash generated from operations to service outstanding debt, consisting primarily of interest payments through maturity, and we expect to continue to refinance and extend maturity on the Senior Credit Facility for the foreseeable future.

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The obligations under the Senior Credit Facility are guaranteed by us, RHI and certain subsidiaries of RMM.

Substantially all of our, RHI’s, RMM’s and other subsidiary guarantors’ tangible and intangible assets are pledged as collateral to secure the obligations of RMM under the Senior Credit Facility, including accounts receivable, cash and cash equivalents, deposit accounts, securities accounts, commodities accounts, inventory and certain intercompany debt owing to us or our subsidiaries.

Substantially all of our, RHI’s, RMM’s and other subsidiaries’ tangible and intangible assets are pledged as collateral to secure the obligations of RMM under the Senior Credit Facility, including accounts receivable, cash and cash equivalents, deposit accounts, securities accounts, commodities accounts, inventory and certain intercompany debt owing to us or our subsidiaries.

Covenants, Representations and Warranties

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Covenant Compliance

The Senior Credit Facility contains financial covenants that requires us, on a consolidated basis with our subsidiaries, to maintain, (i) a fixed charge coverage ratio of not less than 1.10:1.00 for each four fiscal quarter period, and (ii) a consolidated senior debt to library value ratio of no greater than 0.45:1.00, subject to certain adjustments.

The Senior Credit Facility contains financial covenants that require us, on a consolidated basis with our subsidiaries, to maintain, (i) a fixed charge coverage ratio of not less than 1.10:1.00 for each four fiscal quarter period, and (ii) a consolidated senior debt to library value ratio of no greater than 0.45:1.00, subject to certain adjustments.

Non-compliance with the fixed charge coverage ratio and consolidated senior debt to library value ratio could result in the lenders, subject to customary cure rights, requiring the immediate payment of all amounts outstanding under the Senior Credit Facility, which could have a material adverse effect on our business, cash flows, financial condition and results of operations.

As of December 31, 2025, we were in compliance with both of the financial covenants and all non - financial covenants under the Senior Credit Facility.

As of June 30, 2026, we were in compliance with both of the financial covenants and all non-financial covenants under the Senior Credit Facility.

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 (in thousands):

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 (in thousands):

Effective Date

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December 2027

September 4, 2025

August 29, 2025

December 2027

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

This swap had an effective date of September 4, 2025 and 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.

Our ability to pay dividends to Reservoir Media, Inc.’s shareholders is restricted by covenants in the Senior Credit Facility.

We did not pay any dividends to Reservoir Media, Inc.’s shareholders during the nine months ended December 31, 2025.

We did not pay any dividends to Reservoir Media, Inc.’s shareholders during the three months ended June 30, 2026.

Management believes that funds generated from our operations, borrowings under the Senior Credit Facility and available cash and equivalents will be sufficient to fund our debt service requirements, working capital requirements and capital expenditure requirements for the foreseeable future.

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Contractual and Other Obligations

As of December 31, 2025, there have been no material changes, outside the ordinary course of business, in our contractual obligations since March 31, 2025.

As of June 30, 2026, there have been no material changes, outside the ordinary course of business, in our contractual obligations since March 31, 2026.

See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual and Other Obligations ” in the Company’s Annual Report on Form 10-K filed with the U.S.

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Critical Accounting Policies

As of December 31, 2025, there have been no material changes to our critical accounting policies since March 31, 2025.

As of June 30, 2026, there have been no material changes to our critical accounting policies since March 31, 2026.

See “ Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates ” in the Company’s Annual Report on Form 10-K filed with the U.S.

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Off-Balance Sheet Arrangements

As of December 31, 2025, we had no off-balance sheet arrangements.

As of June 30, 2026, we had no off-balance sheet arrangements.

New Accounting Pronouncements

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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-Q

Item 2. Management’s Discussion and Analysis