aren-20260331

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			Page Number

PART I - FINANCIAL INFORMATION			4

Item 1. Condensed Consolidated Financial Statements (Unaudited)			4

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			27

Item 3. Quantitative and Qualitative Disclosures About Market Risk			36

Item 4. Controls and Procedures			37

PART II - OTHER INFORMATION			39

Item 1. Legal Proceedings			39

Item 1A. Risk Factors			39

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			39

Item 3. Defaults Upon Senior Securities			39

Item 4. Mine Safety Disclosures			39

Item 5. Other Information			40

Item 6. Exhibits			40

SIGNATURES			43

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 1-12471

THE ARENA GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


Delaware			68-0232575
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

200 Vesey Street, 24th Floor New York, New York			10281
(Address of principal executive offices)			(Zip Code)

(212) 321-5002

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01

AREN

NYSE American

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ or No x

As of May 11, 2026, the Registrant had 47,602,790 shares of common stock outstanding.

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Forward-Looking Statements

This Quarterly Report on Form 10-Q (this “Quarterly Report”) of The Arena Group Holdings, Inc. (the “Company,” “we,” “our,” and “us”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues and income from continuing operations, anticipated yield growth and monetization improvements, cost reductions, debt refinancing efforts, market growth, capital requirements, product introductions, expansion plans, our stock price relative to our peers and our share repurchase program. Other statements contained in this Quarterly Report that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and other stylistic variants denoting forward-looking statements.

We caution investors that any forward-looking statements presented in this Quarterly Report, or that we may make orally or in writing from time to time, are based on information currently available, as well as our beliefs and assumptions. The actual outcome related to forward-looking statements will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based only on known results and trends at the time they are made, to anticipate future results or trends. We detail other risks in our public filings with the Securities and Exchange Commission (the “SEC”), including in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 16, 2026 and in Part II, Item 1A, Risk Factors, in this Quarterly Report. The discussion in this Quarterly Report should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Part I, Item 1 of this Quarterly Report and our consolidated financial statements and notes thereto included in Part II, Item 8 of our Annual Report on Form 10-K for the year ended December 31, 2025.

This Quarterly Report and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Quarterly Report except as may be required by law.

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL INFORMATION

THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES

Index to Condensed Consolidated Financial Statements (Unaudited)


			PAGE
Condensed Consolidated Balance Sheets – As of March 31, 2026 (Unaudited) and December 31, 2025			5
Condensed Consolidated Statements of Operations (Unaudited) - Three Months Ended March 31, 2026 and 2025			6
Condensed Consolidated Statements of Stockholders’ Deficiency (Unaudited) - Three Months Ended March 31, 2026 and 2025			7
Condensed Consolidated Statements of Cash Flows (Unaudited) - Three Months Ended March 31, 2026 and 2025			8
Notes to Condensed Consolidated Financial Statements (Unaudited)			9

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THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands of dollars, except for share data)


	As of
	March 31, 2026		December 31, 2025
	(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	11,230	$	10,338
Accounts receivable (net of allowances of $1,169 and $1,255 at March 31, 2026 and December 31, 2025, respectively)	18,149		22,270
Prepayments and other current assets	3,125		3,022

Total current assets	32,504		35,630
Property and equipment, net	56		56
Operating lease right-of-use assets	1,957		2,031
Platform development, net	9,506		9,762
Acquired and other intangible assets, net	21,519		22,412
Other long term assets	133		137
Goodwill	42,575		42,575
Total assets	$	108,250	$	112,603
Liabilities and stockholders’ deficiency
Current liabilities:
Accounts payable	$	3,063	$	1,676
Accrued expenses and other	5,354		7,631
Unearned revenue	2,468		3,251
Subscription and returns reserve liability	580		508
Operating lease liability, current portion	413		402
Liquidated damages payable	3,610		3,535



Total current liabilities	15,488		17,003
Unearned revenue, net of current portion	35		43
Operating lease liability, net of current portion	1,963		2,071

Deferred tax liabilities	591		733

Term debt	97,592		97,578
Total liabilities	115,669		117,428
Commitments and contingencies (Note 18)



Stockholders' deficiency:
Common stock, $0.01 par value, authorized 1,000,000,000 shares; issued and outstanding: 47,602,790 and 47,594,930 shares at March 31, 2026 and December 31, 2025, respectively	482		482
Additional paid-in capital	349,262		349,198
Accumulated deficit	(357,163)		(354,505)
Total stockholders’ deficiency	(7,419)		(4,825)
Total liabilities and stockholders’ deficiency	$	108,250	$	112,603

See accompanying notes to condensed consolidated financial statements

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THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(In thousands of dollars, except for share data)


	Three Months Ended March 31,
	2026		2025

Revenue	$	20,406	$	31,815
Cost of revenue (includes amortization of platform development and developed technology for the three months ended March 31, 2026 and 2025 of $1,050 and $1,276, respectively.	13,325		16,146
Gross profit	7,081		15,669
Operating expenses
Selling and marketing	1,851		2,134
General and administrative	4,641		5,283
Depreciation and amortization	893		890

Total operating expenses	7,385		8,307
Income (loss) from operations	(304)		7,362
Other (expense) income

Interest expense, net	(2,421)		(3,004)
Liquidated damages	(75)		(75)
Total other expense	(2,496)		(3,079)
Income (loss) before income taxes	(2,800)		4,283
Income tax benefit (provision)	142		(286)
Income (loss) from continuing operations	(2,658)		3,997
Income from discontinued operations, net of tax	—		23
Net income (loss)	$	(2,658)	$	4,020
Basic net income (loss) per common share (Note 1):
Continuing operations	$	(0.06)	$	0.08
Discontinued operations	—		—
Basic net income (loss) per common share	$	(0.06)	$	0.08
Diluted net income (loss) per common share (Note 1):
Continuing operations	$	(0.06)	$	0.08
Discontinued operations	—		—
Diluted net income (loss) per common share	$	(0.06)	$	0.08
Weighted average number of common shares outstanding (Note 1):
Basic	47,490,739		47,458,076
Diluted	47,490,739		47,466,658

See accompanying notes to condensed consolidated financial statements.

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THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY (Unaudited)

(In thousands of dollars, except for share data)

Three Months Ended March 31, 2026


	Common Stock			Common To Be Issued
	Shares	Par Value		Shares	Par value		Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Deficiency

Balance at January 1, 2026	47,594,930	$	482	2,701	$	—	$	349,198	$	(354,505)	$	(4,825)

Issuance of common stock for restricted stock units	7,860	—		—	—		—		—		—


Stock-based compensation	—	—		—	—		64		—		64
Net loss	—	—		—	—		—		(2,658)		(2,658)
Balance at March 31, 2026	47,602,790	$	482	2,701	$	—	$	349,262	$	(357,163)	$	(7,419)

THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIENCY (Unaudited)

(In thousands of dollars, except for share data)

Three Months Ended March 31, 2025


	Common Stock			Common To Be Issued
	Shares	Par Value		Shares	Par value		Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Deficiency

Balance at January 1, 2025	47,556,267	$	475	2,701	$	—	$	348,560	$	(479,363)	$	(130,328)
Issuance of common stock for restricted stock units	7,499	—		—	—		—		—		—
Common stock withheld for taxes	(2,814)	—		—	—		(4)		—		(4)
Stock-based compensation	—	—		—	—		196		—		196
Net income	—	—		—	—		—		4,020		4,020
Balance at March 31, 2025	47,560,952	$	475	2,701	$	—	$	348,752	$	(475,343)	$	(126,116)

See accompanying notes to condensed consolidated financial statements.

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THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(In thousands of dollars)


	Three Months Ended March 31,
	2026		2025

Cash flows from operating activities
Net income (loss)	$	(2,658)	$	4,020
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation of property and equipment	—		41
Amortization of platform development and intangible assets	1,943		2,125
Amortization of debt costs	14		31



Liquidated damages	75		75
Stock-based compensation	64		182
Deferred income taxes	(142)		31
Provision for credit losses	32		—
Non-cash lease expense	74		—
Other, net	(25)		—
Change in operating assets and liabilities:
Accounts receivable	4,089		(446)

Prepayments and other current assets	(103)		75
Other long-term assets	4		4
Accounts payable	1,387		(1,332)
Accrued expenses and other	(1,977)		(188)
Unearned revenue	(791)		(1,329)
Subscription and returns reserve liability	72		232
Operating lease liability	(97)		141


Net cash provided by operating activities	1,961		3,662
Cash flows from investing activities

Purchases of intangible assets	(300)		—
Capitalized platform development	(769)		(1,618)
Net cash used in investing activities	(1,069)		(1,618)
Cash flows from financing activities





Repayment of Simplify loan	—		(3,500)

Payments of taxes from common stock withheld	—		(4)
Net cash used in financing activities	—		(3,504)
Net change in cash and cash equivalents	892		(1,460)
Cash and cash equivalents — beginning of year	10,338		4,362
Cash and cash equivalents — end of period	$	11,230	$	2,902
Supplemental disclosures of cash flow information
Cash paid for interest	$	2,442	$	2,973
Cash paid for income taxes	41		—
Noncash investing and financing activities
Reclassification of stock-based compensation to platform development	$	—	$	14

See accompanying notes to condensed consolidated financial statements.

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THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

($ in thousands, unless otherwise stated)

1. Summary of Significant Accounting Policies

Basis of Presentation

The condensed consolidated financial statements include the accounts of The Arena Group Holdings, Inc. and its wholly owned subsidiaries (“The Arena Group” or the “Company”), after eliminating all significant intercompany balances and transactions.

The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“GAAP”) for complete audited financial statements. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements, which are included in The Arena Group’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 16, 2026.

The condensed consolidated financial statements as of March 31, 2026 and 2025, and for the three months ended March 31, 2026 and 2025, are unaudited but, in management’s opinion, include all adjustments necessary for a fair presentation of the results of interim periods. All such adjustments are of a normal recurring nature. The year-end condensed consolidated balance sheet as of December 31, 2025, was derived from audited financial statements, but does not include all disclosures required by GAAP. The results of operations for interim periods are not necessarily indicative of the results to be expected for the entire fiscal year.

The Company’s business and operations are sensitive to general business and economic conditions in the United States and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the United States and world economy. A host of factors beyond the Company’s control could cause fluctuations in these conditions. Adverse developments in these general business and economic conditions could have a material adverse effect on the Company’s financial condition and the results of its operations.

In addition, the Company will compete with many companies that currently have extensive and well-funded projects, marketing and sales operations as well as extensive human capital. The Company may be unable to compete successfully against these companies. The Company’s industry is characterized by rapid changes in technology and market demands. As a result, the Company’s products, services, or expertise may become obsolete or unmarketable. Changes in algorithms may affect search engine rankings throughout the sector and potentially lead to decreased traffic to the Company's websites. The Company’s future success will depend on its ability to adapt to technological advances, anticipate customer and market demands, and enhance its current technology under development.

Uncertainty in the global economy presents significant risks to the Company’s business. Increases in inflation, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and in the Middle East and the responses thereto, and the impact of tariffs on print production costs and the overall market for advertising may have an adverse effect on the Company’s business. While the Company is closely monitoring the impact of the current macroeconomic conditions on all aspects of its business, the ultimate extent of the impact on its business remains highly uncertain and will depend on future developments and factors that continue to evolve. Most of these developments and factors are outside of the Company’s control and could exist for an extended period of time. As a result, the Company is subject to continuing risks and uncertainties.

Segment Reporting

The Company operates within the media industry, providing digital content across four primary verticals (as further described in Note 19) through its publishing platform. The Company leverages its publishing platform to build content verticals powered by anchor brands. The Company’s strategy is to focus on key subject matter verticals where audiences

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are passionate about a topic category where it can leverage the strength of its core brands to grow its audience and monetize editorially focused online content through various display and video advertisements that are viewed by internet users of the content. The Company has four reportable segments: Sports & Leisure, Finance, Lifestyle, and Platform & Other. The Company’s reportable segments are organized in subject matter verticals that offer content on the respective topic.

The Company’s chief operating decision maker (“CODM”) is the Chief Executive Officer. The CODM evaluates performance and allocates resources for all of the Company's reportable segments based on segment gross profit. This segment profit measure is defined as segment revenue less segment cost of revenue, consisting of those costs and expenses directly attributable to the segment. The segment profit measure is used by the CODM to assess the performance of each segment by comparing the results of each segment with one another (see Note 19).

Liquidity and Going Concern

The Company’s condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company’s condensed consolidated financial statements do not include any adjustments that might be necessary if it is unable to continue as a going concern.

For the three months ended March 31, 2026, the Company reported a loss from continuing operations of $2,658. As of March 31, 2026, the Company had cash and cash equivalents on hand of $11,230. The Simplify loan, which provides for borrowings of up to $25,000, matures on December 1, 2027, and the Renew term debt matures on December 31, 2027. The Company continues to report positive cash flow from operations and has a cash balance of $11,230 as of March 31, 2026.

Management has evaluated the Company's ability to continue as a going concern and, based on its current financial condition and operating plans, believes that the Company has sufficient liquidity to meet its obligations for at least the next twelve months from the date of this report. Therefore, management concludes that there is no substantial doubt about the Company's ability to continue as a going concern.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported results of operations during the reporting period. Significant estimates include: allowance for credit losses; capitalization of platform development and associated useful lives; goodwill and other acquired intangible assets and associated useful lives; assumptions used in accruals for potential liabilities; stock-based compensation and the determination of the fair value; valuation allowances for deferred tax assets and uncertain tax positions; and assumptions used to calculate contingent liabilities. These estimates are based on information available as of the date of the condensed consolidated financial statements; therefore, actual results could differ from management’s estimates.

Recently Issued Accounting Standards Updates

In November 2024, the FASB issued ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This ASU aims to enhance the transparency of financial reporting by requiring public business entities (PBEs) to provide detailed disclosures about the components of significant expense captions presented in the income statement. The Company will be required to disclose, in a tabular format, the amounts recognized within each relevant expense caption in the income statement. This ASU is effective for fiscal years beginning after December 15, 2026; early adoption is permitted using either a prospective or retrospective transition method. The Company is not planning to early adopt. The Company expects ASU 2024-03 to require additional tabular disclosures in the notes to its condensed consolidated financial statements.

Income (loss) per Common Share

Basic net income (loss) per common share is computed using the weighted average number of common shares outstanding during the periods presented. Diluted net income (loss) per common share is computed using the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect of stock awards.

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The following table sets forth the computation of basic and diluted income (loss) per common share attributable to the Company’s stockholders (in thousands, except per share data):


	Three Months Ended March 31,
	2026		2025
Numerator:
Income (loss) from continuing operations	$	(2,658)	$	3,997
Income from discontinued operations, net of tax	—		23
Net income (loss)	$	(2,658)	$	4,020

Denominator:
Weighted average number of shares of common stock outstanding - basic (1)	47,490,739		47,458,076
Add: effect of dilutive Series G convertible preferred stock (2)	—		8,582


Weighted average number of common shares outstanding – dilutive	47,490,739		47,466,658

Net income (loss) from continuing operations	$	(0.06)	$	0.08
Net income (loss) from discontinued operations	—		—
Basic net income (loss) per common share	$	(0.06)	$	0.08

Net income (loss) from continuing operations	$	(0.06)	$	0.08
Net income (loss) from discontinued operations	—		—
Dilutive net income (loss) per common share	$	(0.06)	$	0.08

(1) Includes: restricted stock awards only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested; restricted stock units only when the underlying restrictions expire, the shares are no longer forfeitable, and are thus vested; and contingently issuable shares only when there are no circumstances under which those shares would not be issued.

(2) On December 9, 2025, 168 shares of Series G Convertible Preferred Stock were converted to common stock. As a result, no convertible preferred shares are outstanding as of March 31, 2026.

Potentially dilutive securities include dilutive common stock from assumed exercise of stock options, restricted stock units, and warrants, using the treasury stock method. Under the treasury stock method, potential shares outstanding are not included in the computation of diluted net income per common share if their effect is anti-dilutive. Anti-dilutive potential shares of common stock are as follows:


	Three Months Ended March 31,
	2026	2025

Financing Warrants (1)	—	39,774
ABG Warrants (1)	—	999,540
AllHipHop Warrants (1)	—	5,682
Publisher Partner Warrants (1)	—	9,800
Restricted stock units	7,863	10,558
Common stock options	3,067,825	3,206,826
Anti-dilutive securities, excluded	3,075,688	4,272,180

(1) Financing Warrants, ABG Warrants, AllHipHop Warrants, and Publisher Partner Warrants were either expired, forfeited, or cancelled as of December 31, 2025.

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2. Discontinued Operations

On March 18, 2024, the Company discontinued the Sports Illustrated media business (the “SI Business”) that was operated under the Licensing Agreement with ABG-SI, LLC (“ABG”) dated June 14, 2019 (as amended to date, the “Licensing Agreement”). This discontinuation of the SI Business (i.e., discontinued operations) followed the termination of the Licensing Agreement by ABG on January 18, 2024. The last date of any obligation of the Company to perform under the Licensing Agreement was March 18, 2024.

On April 29, 2025, the ABG Group Legal Matters (as further described in Note 18) were resolved through a confidential settlement with outstanding liabilities being released by all sides. The remaining assets and liabilities of the SI Business were settled.

The table below sets forth the cash flows of the discontinued operations:


	Three Months Ended March 31,
	2026		2025
Cash flows from operating activities from discontinued operations
Net income from discontinued operations	$	—	$	23





Change in operating assets and liabilities:



Accounts payable	—		(103)





Net cash provided by operating activities from discontinued operations	$	—	$	(80)

3. Acquisitions and Dispositions

The Company uses the acquisition method of accounting, which is based on ASC 805, Business Combinations (ASC 805), and uses the fair value concept which requires, among other things, that most assets acquired, and liabilities assumed be recognized at their fair values as of the acquisition date. There were no acquisitions or dispositions during the three months ended March 31, 2026 or 2025.

4. Balance Sheet Components

The components of certain balance sheet amounts are as follows:

Accounts Receivable and Allowance for Credit Losses – The Company receives payments from advertising customers based upon contractual payment terms; accounts receivable is recorded when the right to consideration becomes unconditional and are generally collected within 90 days. The Company generally receives payments from digital subscription customers at the time of sign up for each subscription; accounts receivable from merchant credit card processors are recorded when the right to consideration becomes unconditional and are generally collected weekly. Accounts receivable have been reduced by an allowance for credit losses. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Accounts receivable are written off when deemed uncollectible and collection of the receivable is no longer being actively pursued. Accounts receivable as of March 31, 2026 and December 31, 2025 of $18,149 and $22,270, respectively, are presented net of allowance for credit losses.

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The following table summarizes the allowance for credit losses activity:



	Three Months Ended March 31, 2026		Year Ended December 31, 2025
Allowance for credit losses beginning of year	$	1,255	$	1,458
Additions	32		614
Deductions - write-off	(118)		(817)
Allowance for credit losses end of period	$	1,169	$	1,255

Prepayments and Other Current Assets – Prepayments and other current assets are summarized as follows:


	As of
	March 31, 2026		December 31, 2025
Prepaid expense	$	1,390	$	1,102
Prepaid supplies	450		626

Employee retention credits	1,285		1,294
Total prepayments and other current assets	$	3,125	$	3,022

Under the provisions of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and the subsequent extensions of the CARES Act, the Company was eligible for a refundable employee retention credit subject to certain criteria. As of March 31, 2026 and December 31, 2025, the Company has a receivable balance of $1,285 and $1,294, respectively, as presented in the above table.

Property and Equipment – Property and equipment are summarized as follows:


	As of
	March 31, 2026		December 31, 2025
Office equipment and computers	$	1,777	$	1,777
Leasehold improvements	54		54
Furniture and fixtures	133		133
	1,964		1,964
Less accumulated depreciation and amortization	(1,908)		(1,908)
Net property and equipment	$	56	$	56

Depreciation and amortization expense for the three months ended March 31, 2026 and 2025 was $0 and $41, respectively. No impairment charges for either the three months ended March 31, 2026 or 2025 were incurred.

Platform Development – Platform development costs are summarized as follows:


	As of
	March 31, 2026		December 31, 2025
Platform development	$	12,410	$	38,499
Less accumulated amortization	(2,904)		(28,737)
Net platform development	$	9,506	$	9,762

A summary of platform development activity for the three months ended March 31, 2026 is as follows:

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Platform development beginning of period	$	38,499
Capitalized costs	769
Less dispositions	(26,858)
Total capitalized costs	12,410


Platform development end of period	$	12,410

Amortization expense for platform development for the three months ended March 31, 2026 and 2025 was $1,050 and $1,276, respectively. Amortization expense for platform development is included in cost of revenue on the consolidated statements of operations and comprehensive loss. No impairment charges for platform development for either the three months ended March 31, 2026 or 2025 were recorded on the consolidated statements of operations and comprehensive loss.

Intangible Assets – Intangible assets subject to amortization consisted of the following:


	As of March 31, 2026						As of December 31, 2025
	Carrying Amount		Accumulated Amortization		Net Carrying Amount		Carrying Amount		Accumulated Amortization		Net Carrying Amount
Developed technology	$	—	$	—	$	—	$	17,333	$	(17,333)	$	—
Brand name	14,265		(4,587)		9,678		15,115		(5,118)		9,997
Trade name	4,433		(1,366)		3,067		5,181		(2,052)		3,129
Subscriber relationships	2,150		(1,775)		375		2,150		(1,634)		516
Advertiser relationships	14,519		(6,120)		8,399		14,519		(5,749)		8,770
Database	—		—		—		1,140		(1,140)		—
Digital content	—		—		—		355		(355)		—
Total intangible assets	$	35,367	$	(13,848)	$	21,519	$	55,793	$	(33,381)	$	22,412

Intangible assets subject to amortization were recorded as part of the Company’s business acquisitions. Amortization expense for the three months ended March 31, 2026 and 2025 was $893 and $849, respectively, and is included in Depreciation and amortization on the condensed consolidated statements of operations.

No impairment charges from continuing operations were recorded for intangible assets for the three months ended March 31, 2026 and 2025.

Accrued Expenses and Other – Accrued expenses and other are summarized as follows:


	As of
	March 31, 2026		December 31, 2025
General accrued expenses	$	1,899	$	3,264
Accrued payroll and related taxes	181		89
Accrued publisher expenses	2,652		3,619
Liabilities in connection with acquisitions and dispositions	317		320
Assumed lease liability	25		—
Other accrued expenses	280		339
Total accrued expenses and other	$	5,354	$	7,631

5. Leases

The Company has a real estate lease for the use of office space. In March 2026, the Company entered into an operating sublease agreement for a portion of its office space. Sublease income is recognized on a straight-line basis over the sublease term and totaled $26 for the three months ended March 31, 2026.

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The table below presents supplemental information related to the operating lease:


	Three Months Ended March 31,
	2026			2025
Operating lease costs during the period (1)	$	115		$	141
Cash payments included in the measurement of operating lease liabilities during the period (2)	163			—
Operating lease liability arising from obtaining lease right-of-use assets during the period	$	—		—
Weighted-average remaining lease term (in years) as of period-end	4.67			5.67
Weighted-average discount rate during the period	10.9		%	10.9		%

(1)Operating lease costs were presented net of sublease income that is not material for the three months ended March 31, 2026.

(2)The Company has a deferral period through January 2026 before any cash payments are required under a lease with an effective date of April 1, 2024 and an initial lease term of 6.67 years.

The Company generally utilizes its incremental borrowing rate based on information available at the commencement of the lease in determining the present value of future payments since the implicit rate for the Company’s leases is not readily determinable.

Variable lease expense includes rental increases that are not fixed, such as those based on amounts paid to the lessor based on cost or consumption, such as maintenance and utilities.

The components of operating lease costs were as follows:


	Three Months Ended March 31,
	2026		2025
Operating lease costs included in:
General and administrative	$	141	$	141
Total operating costs	141		141
Less sublease income	(26)		—
Total operating lease costs	$	115	$	141

Maturities of the operating lease liabilities as of March 31, 2026 are summarized as follows:


Years Ending December 31,
2026 (remaining nine months of the year)	$	489
2027	652
2028	652
2029	652
2030	597

Thereafter	—
Minimum lease payments	3,042
Less imputed interest	(666)
Present value of operating lease liabilities	2,376
Current portion of operating lease liabilities	413
Long-term portion of operating lease liabilities	1,963
Total operating lease liabilities	$	2,376

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6. Goodwill

Goodwill is as follows:


	As of
	March 31, 2026		December 31, 2025

Carrying value at beginning of year	$	42,575	$	42,575
Carrying value at end of period	$	42,575	$	42,575

7. Liquidated Damages Payable

Liquidated damages were recorded as a result of the following: (i) certain registration rights agreements that provide for damages if the Company does not register certain shares of the Company’s common stock within the requisite time frame (the “Registration Rights Damages”); and (ii) certain securities purchase agreements that provide for damages if the Company does not maintain its periodic filings with the SEC within the requisite time frame (the “Public Information Failure Damages”).

Obligations with respect to the liquidated damages payable are summarized as follows:


	As of March 31, 2026
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	—	$	—	$	15
Series H convertible preferred stock	567		574		966		2,107
Convertible debentures (2)	—		144		111		255
Series J convertible preferred stock (2)	152		152		210		514
Series K convertible preferred stock (2)	166		70		483		719
Total	$	900	$	940	$	1,770	$	3,610


	As of December 31, 2025
	Registration Rights Damages		Public Information Failure Damages		Accrued Interest		Balance
MDB common stock to be issued (1)	$	15	$	—	$	—	$	15
Series H convertible preferred stock	567		574		933		2,074
Convertible debentures (2)	—		144		106		250
Series J convertible preferred stock (2)	152		152		201		505
Series K convertible preferred stock (2)	166		70		455		691
Total	$	900	$	940	$	1,695	$	3,535

(1)Consists of shares of common stock issuable to MDB Capital Group, LLC (“MDB”).

(2)Represents previously issued and converted debt or equity securities.

As of March 31, 2026 and December 31, 2025, the short-term liquidated damages payable were $3,610 and $3,535, respectively. The Company will continue to accrue interest on the liquidated damages balance at 1.0% per month based on

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the balance outstanding as of March 31, 2026, or $3,610, until paid. There is no scheduled date when the unpaid liquidated damages become due.

During the three months ended March 31, 2026 and 2025, the Company recorded accrued interest on liquidated damages of $75 in each period.

8. Fair Value

The Company estimates the fair value of financial instruments using available market information and valuation methodologies the Company believes to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts the Company would realize upon disposition.

The fair value hierarchy consists of three broad levels of inputs that may be used to measure fair value, which are described below:

Level 1. Quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2. Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable; and

Level 3. Assets or liabilities for which fair value is based on valuation models with significant unobservable pricing inputs and which result in the use of management estimates.

The Company’s financial instruments may consist of Level 1, Level 2 and Level 3 valuations. As of March 31, 2026 and December 31, 2025, the Company’s cash equivalents of $4,274 and $4,241, respectively, were Level 1 assets and included savings deposits, overnight investments, and other liquid funds with financial institutions.

The Company’s Term Debt (as described below) is carried at amortized cost, with a carrying value of $97,592 as of March 31, 2026 and $97,578 as of December 31, 2025. The carrying value of the Company's long-term debt with fixed interest rates approximates fair value based on instruments with similar terms (Level 2), as of March 31, 2026.

9. Simplify Loan

On August 19, 2024, the Company entered into an amended and restated promissory note (the “Amended Promissory Note”), in connection with the amendment to the March 13, 2024 working capital loan agreement with Simplify, a related party as further described in Note 17 (the “Simplify Loan”), pursuant to which the Company had available up to $50,000 at ten percent (10.0%) interest rate per annum (the “Applicable Interest Rate”). The Simplify Loan is secured by certain assets of the Company and its subsidiaries, which are also guarantors of the obligations. In the event of a default, including but not limited to the failure to pay any amounts when due, the interest will accrue at the Applicable Interest Rate plus five percent (5.0%) and the Simplify Loan will be payable upon demand to Simplify.

On December 31, 2025, the Company entered into Amendment No. 2 to the Simplify Loan, which reduced the maximum principal amount available under the Simplify Loan to $25,000 and extended the maturity date to December 1, 2027. All other material terms and conditions of the Simplify Loan, as previously disclosed, remain unchanged. As of both March 31, 2026 and December 31, 2025, there was no outstanding balance on the Simplify Loan.

Information for the three months ended March 31, 2026 and 2025, with respect to interest expense related to the Simplify Loan is provided under the heading Interest Expense in Note 11.

10. Term Debt

Pursuant to the Note Purchase Agreement, as amended from time-to time, leading to the Third Amended and Restated Note Purchase Agreement dated December 15, 2022 (the “Third Amended and Restated Notes”), as of March 31, 2026 and December 31, 2025, the Company has notes outstanding referred to as the senior secured notes (the “Senior Secured Notes”), the delayed draw term notes (the “Delayed Draw Term Notes”), the 2022 bridge notes (the “2022 Bridge Notes”) and the 2023 Notes, as further described below (see Note 17) and collectively referred to as the “Term Debt”.

On December 31, 2025, the Company entered into Amendment No. 4 to the Third Amended and Restated Note Purchase Agreement (“Amendment No. 4”). Amendment No. 4 amended the definition of “Maturity Date” for all of the Term Debt

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to the earlier of (i) December 31, 2027 or (ii) acceleration upon an event of default. In addition, the Company made a curtailment payment of $13,000, which was applied to reduce the outstanding principal balance of all notes in the Term Debt.

Senior Secured Notes

The terms of the Senior Secured Notes provide for:


			●			a provision for the Company to enter into Delayed Draw Term Notes (as described below);

			●			a provision where the Company added $13,852 to the principal balance of the notes for interest payable prior to January 1, 2022 as payable in-kind;

			●			a provision where the paid in-kind interest can be paid in shares of the Company’s common stock based upon the conversion rate specified in the Certificate of Designation for the Series K convertible preferred stock, subject to certain adjustments;

			●			an interest rate of 10.0% per annum, subject to adjustment in the event of default, with a provision that within one (1) business day after receipt of cash proceeds from any issuance of equity interests, unless waived, the Company will prepay certain obligations in an amount equal to such cash proceeds, net of underwriting discounts and commissions;

			●			interest on the notes payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the notes;

			●			a maturity date of December 31, 2027, subject to certain acceleration conditions; and

			●			the Company to enter into the 2022 Bridge Notes for $36,000 (as further described below).

Delayed Draw Term Notes

The terms of the Delayed Draw Term Notes provide for:


			●			an interest rate of 10.0% per annum, subject to adjustment in the event of default;

			●			interest on the notes payable after February 15, 2022, at the agent’s sole discretion, either (a) in cash quarterly in arrears on the last day of each fiscal quarter or (b) by continuing to add such interest due on such payment dates to the principal amount of the notes; and

			●			a maturity date on December 31, 2027, subject to certain acceleration terms.

2022 Bridge Notes

The terms of the 2022 Bridge Notes provide for:


			●			an interest rate fixed at 10.0% per annum (as amended from interest that was payable in cash at an interest rate of 12% per annum quarterly; with interest rate increases of 1.5% per annum on March 1, 2023, May 1, 2023, and July 1, 2023, pursuant to the First Amendment, (as further described below);

			●			a maturity date of December 31, 2027, subject to certain mandatory prepayment requirements, including, but not limited to, a requirement that the Company apply the net proceeds from certain debt incurrences or equity offerings to repay the notes; and

			●			an election to prepay the 2022 Bridge Notes, at any time, in whole or in part with no premium or penalty.

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2023 Notes

The terms of the 2023 Notes, pursuant to Amendment No. 1 under the Third Amended and Restated Notes dated August 14, 2023, provide for:


			●			an interest rate fixed at 10.0% per annum;

			●			a maturity date of December 31, 2027; and

			●			an election to prepay the 2023 Notes, at any time, at 100% of the principal amount due with no premium or penalty.

The following table summarizes Term Debt:


	As of March 31, 2026						As of December 31, 2025
	Principal Balance		Unamortized Discount and Debt Issuance Costs		Carrying Value		Principal Balance		Unamortized Discount and Debt Issuance Costs		Carrying Value
Senior Secured Notes, effective interest rate of 10.1% as of March 31, 2026, as amended	$	55,328	$	(70)	$	55,258	$	55,328	$	(80)	$	55,248
Delayed Draw Term Notes, effective interest rate of 12.6% as of March 31, 2026, as amended	3,531		(8)		3,523		3,531		(9)		3,522
2022 Bridge Notes, effective interest rate of 11.5% as of March 31, 2026, as amended	31,772		(21)		31,751		31,772		(24)		31,748
2023 Notes, effective interest rate of 12.4% as of March 31, 2026, as amended	7,060		—		7,060		7,060		—		7,060
Total	$	97,691	$	(99)	$	97,592	$	97,691	$	(113)	$	97,578

The debt issuance costs incurred, as amended based on certain debt modifications, are being amortized on a straight-line basis (which approximates the effective interest method) over the applicable term of the Term Debt.

Information for the three months ended March 31, 2026 and 2025 with respect to interest expense related to the Term Debt is provided below.

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11. Interest Expense

The following table represents interest expense:


	Three Months Ended March 31,
	2026		2025
Amortization of debt costs:
Term Debt (related party)	$	14	$	31
Total amortization of debt costs	14		31
Cash paid interest:
Simplify Loan (related party)	—		194
Term Debt (related party)	2,442		2,767
Other	—		12
Total cash paid interest	2,442		2,973
Less: Interest Income	(35)		—
Total interest expense, net	$	2,421	$	3,004

12. Preferred Stock

The Company has the authority to issue 1,000,000 shares of preferred stock, $0.01 par value per share. As of March 31, 2026, no shares of convertible preferred shares were outstanding.

13. Stockholders’ Deficiency

Common Stock

The Company has the authority to issue 1,000,000,000 shares of common stock, $0.01 par value per share.

Restricted Stock Units – The Company issued, in connection with the vesting of restricted stock units,7,860 and 7,499 shares of the Company’s common stock during the three months ended March 31, 2026 and 2025, respectively, as reflected on the condensed consolidated statements of stockholders’ deficiency.

Common Stock Withheld – The Company recorded the repurchase of 0 shares related to vested restricted common stock for the payment for taxes of $0 during the three months ended March 31, 2026, and the repurchase of 2,814 shares related to vested restricted common stock for the payment for taxes of $4 during the three months ended March 31, 2025, as reflected on the condensed consolidated statements of stockholders’ deficiency.

14. Compensation Plans

The Company provides stock-based and equity-based compensation in the form of (a) restricted stock awards and restricted stock units to certain employees (the “Restricted Stock”), (b) stock option awards, unrestricted stock awards and stock appreciation rights to employees, directors and consultants under various plans (the “Common Stock Options”), and (c) common stock warrants, referred to as the ABG Warrants and Publisher Partner Warrants (collectively the “Warrants”) as referenced in the below table. The ABG Warrants were forfeited as part of the ABG settlement as noted below. All Publisher Partner Warrants were cancelled in December 2025.

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Stock-based compensation and equity-based expense charged to operations or capitalized are summarized as follows:


	Three Months Ended March 31, 2026
	Restricted Stock		Equity Plans		Warrants		Totals
Cost of revenue	$	—	$	3	$	—	$	3
Selling and marketing	—		1		—		1
General and administrative	42		18		—		60
Total costs charged to operations	42		22		—		64

Total stock-based compensation	$	42	$	22	$	—	$	64


	Three Months Ended March 31, 2025
	Restricted Stock		Equity Plans		Warrants		Totals
Cost of revenue	$	—	$	66	$	3	$	69
Selling and marketing	6		20		—		26
General and administrative	44		43		—		87
Total costs charged to operations	50		129		3		182
Capitalized platform development	—		14		—		14
Total stock-based compensation	$	50	$	143	$	3	$	196

Unrecognized compensation expense and expected weighted-average period to be recognized related to the stock-based compensation awards and equity-based awards as of March 31, 2026 were as follows:



	Restricted Stock		Equity Plans		Warrants		Totals
Unrecognized compensation cost	$	25	$	247	$	—	$	272
Expected weighted-average period expected to be recognized (in years)	0.16		2.89		0		2.64

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15. Revenue Recognition

Disaggregation of Revenue

The following table provides information about disaggregated revenue by category, geographical market and timing of revenue recognition:


	Three Months Ended March 31,
	2026		2025
Revenue by category:
Digital revenue
Digital advertising	$	11,361	$	21,817
Digital subscriptions	817		1,671
Publisher revenue	4,251		3,084
Performance marketing	2,510		4,790
Other digital revenue	1,206		246
Total digital revenue	20,145		31,608
Print revenue
Print revenue	261		207
Total revenue	$	20,406	$	31,815
Revenue by geographical market:
United States	$	18,848	$	29,911
Other	1,558		1,904
Total	$	20,406	$	31,815
Revenue by timing of recognition:
At point in time	$	16,580	$	28,004
Over time	3,826		3,811
Total	$	20,406	$	31,815

Contract Balances

The timing of the Company’s performance under its various contracts often differs from the timing of the customer’s payment, which results in the recognition of a contract asset or a contract liability. A contract asset is recognized when a good or service is transferred to a customer and the Company does not have the contractual right to bill for the related performance obligations. A contract liability is recognized when consideration is received from the customer prior to the transfer of goods or services.

The following table provides information about contract balances:


	As of
	March 31, 2026		December 31, 2025
Unearned revenue (short-term contract liabilities):
Digital revenue	$	2,468	$	3,251


Unearned revenue (long-term contract liabilities):
Digital revenue	$	35	$	43

Revenue recognized during the three months ended March 31, 2026 and 2025, which was included in the unearned revenue balance at the beginning of each period, was $1,009 and $2,314, respectively.

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16. Income Taxes

The provision for income taxes in interim periods is determined using an estimate of the Company’s annual effective tax rate ("ETR"), adjusted for discrete items, if any, that arise during the period. In calculating the provision for interim income taxes, an estimated annual ETR is applied to year-to-date ordinary income. At the end of each interim period, the Company updates its estimate of the annual ETR expected to be applicable for the full fiscal year.

The income tax provision ETR for the three months ended March 31, 2026 and 2025 was 5.07% and 6.68%, respectively. The decrease in the ETR for the three months ended March 31, 2026, compared to the same period in 2025, was primarily due to lower state income taxes.

As of March 31, 2026, the Company maintains a valuation allowance against certain deferred tax assets, primarily related to net operating loss carryforwards and other deductible temporary differences. The realizability of deferred tax assets is assessed each reporting period based on all available positive and negative evidence.

For the three months ended March 31, 2026, the Company incurred a pretax loss and remains in a cumulative loss position. However, management currently forecasts profitability in subsequent quarters and cumulative pretax income for the full fiscal year. Improved operating performance expected in future periods represents positive evidence that may, if sustained, support the realization of certain deferred tax assets.

While this positive evidence has not yet outweighed the historical negative evidence as of March 31, 2026, continued achievement of forecasted results could result in a partial or full release of the valuation allowance in a future interim period. Any such release, if recognized, could materially affect income tax expense and the effective tax rate.

The Company's ETR for the three months ended March 31, 2026 and 2025 remained below the U.S. federal statutory rate primarily due to the impact of the full valuation allowance. Based upon the Company’s historical operating losses, management concluded that the evidence of recent profitability was not yet sufficient to overcome the negative evidence of cumulative losses in recent years, therefore, the Company has provided a valuation allowance against the deferred tax assets that will not be realized as of March 31, 2026 and 2025.

As of March 31, 2026 and 2025, the Company has no uncertain tax positions or interest and penalties accrued related to income taxes.

17. Related Party Transactions

Principal Stockholders

Business Acquisition - On May 12, 2025, the Company entered into a Membership Purchase Agreement to purchase 100% of the membership interests of TravelHost LLC from Simplify for a purchase price of $1,000. In addition to the acquisition of the membership interests, the acquisition also included an assignment of certain contracts from Bridge Media Networks, LLC, an affiliate of Simplify.

Term Debt – As of March 31, 2026, the outstanding principal balance on the Term Debt with Renew Group Private Limited (“Renew”) was $97,691. For the three months ended March 31, 2026 and March 31, 2025, the Company paid interest totaling $2,442 and $2,767, respectively.

Simplify Loan – For the three months ended March 31, 2026 and 2025, the Company had certain transactions with Simplify, where it paid interest totaling $0 and $194, respectively, under the Simplify Loan.

Simplify Revenue – For the three months ended March 31, 2026 and 2025, the Company recognized digital advertising revenue from transactions with Living Essentials, LLC (“Living Essentials”), an affiliated entity of Simplify, totaling $250 and $500, respectively. The outstanding accounts receivable due from Living Essentials were $154 as of March 31, 2026 and $193 as of December 31, 2025.

Simplify Expenses – For the three months ended March 31, 2026 and 2025, the Company recognized a reduction of expenses from transactions with Agency 5, LLC ("Agency 5"), an affiliated entity of Simplify, totaling $51 and $0. The outstanding accounts receivable due from Agency 5 was $51 as of March 31, 2026 and $70 as of December 31, 2025.

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Common Stock Owned by Simplify – Based on the Schedule 13D/A filed with the SEC on December 27, 2024 (which is their most recent filing), Simplify owns approximately 71.14% of the outstanding shares of the Company’s common stock. As a result, Simplify has the ability to determine the outcome of any issue submitted to the Company’s stockholders for approval, including the election of directors. Prior to the consummation of the February 14, 2024 private placement of 5,555,555 shares of the Company's common stock to Simplify, the Company’s public stockholders held a majority of the outstanding shares of the Company’s common stock.

18. Commitments and Contingencies

Legal Contingencies

Claims and Litigation – From time to time, the Company may be subject to claims and litigation arising in the ordinary course of business. The outcome of any litigation is inherently uncertain. Based on the Company’s current knowledge it believes that the final outcome of the matters discussed below will not likely, individually or in the aggregate, have a material adverse effect on its business, financial position, results of operations or cash flows; however, in light of the uncertainties involved in such matters, there can be no assurance that the outcome of each case or the costs of litigation, regardless of outcome, will not have a material adverse effect on the Company’s business.

On March 21, 2024, the former CEO and Chairman of the board of directors filed an action against the Company, members of its board of directors and Simplify, alleging claims for retaliation, breach of contract, wrongful termination and age discrimination, among other things, in the Superior Court of the State of California seeking damages in an amount of $20,000. The Company and former board member Carlo Zola filed a Cross Complaint and Answer on June 20, 2024. Apart from Mr. Zola, the remaining individual board member defendants successfully filed a Motion to Quash Service of Summons based on lack of jurisdiction, and they have been dismissed from the case. On September 13, 2024, the former CEO and Chairman filed an Answer to the Company’s Cross Complaint. On May 15, 2025, the former CEO and Chairman of the Company’s Board of Directors filed a First Amended Complaint, which adds a new cause of action for alleged breach of contract based upon the Company’s refusal to advance certain attorneys’ fees to him. On May 28, 2025, the Company filed an Answer to the First Amended Complaint. The Company intends to vigorously defend itself against the allegations made in this lawsuit.

ABG Group Legal Matters

On March 18, 2024, the Company discontinued the Sports Illustrated media business (the “SI Business”) that was operated under a Licensing Agreement with ABG-SI, LLC (“ABG”). The disposal of the SI Business represented the discontinuation of the Company’s print subscription business, which was a component that represented a strategic shift that had a major effect on the Company’s financial results, and the component was classified as a discontinued operation.

On April 1, 2024, ABG and certain of its affiliates (the "ABG Group") filed an action against the Company and Manoj Bhargava, the former interim CEO and a principal stockholder, in the United States District Court of the Southern District of New York alleging, among other things, breach of contract related to the termination of the SI business, seeking damages in the amount of $48,750 ($3,750 royalty fee liability and $45,000 termination fee liability) that had been reflected in current liabilities from discontinued operations as of March 31, 2025 resulting from the March 18, 2024 action.

On April 29, 2025, the Company entered into a confidential settlement agreement with the ABG Group and Minute Media, Inc., resolving all outstanding claims and counterclaims related to the matter. As a result, the Company has released the previously accrued liability related to the ABG dispute, with no further obligations remaining under the terminated licensing agreement. The ABG Warrants were also forfeited as part of the settlement.

19. Segment Reporting

The Company leverages its Platform to build content verticals powered by anchor brands. The Company’s strategy is to focus on key subject matter verticals where audiences are passionate about a topic category where it can leverage the strength of its core brands to grow its audience and monetize editorially focused online content through various display and video advertisements that are viewed by internet users of the content.

The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews segment gross profit by vertical when evaluating performance and making resource allocation decisions. This segment profit measure is defined as segment revenue less segment cost of revenue, consisting of costs and expenses directly attributable to the segment. The Company

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has four reportable segments: Sports & Leisure, Finance, Lifestyle, and Platform & Other. The Company’s reportable segments are organized in subject matter verticals that offer content on the respective topic.

Each of the reportable segments derives its revenue from digital advertising, digital subscriptions, publisher revenue, performance marketing, and other digital revenue.

The following tables summarize key financial information by segment:


	Three Months Ended March 31, 2026
	Sports & Leisure		Finance		Lifestyle		Platform & Other		Total
Digital advertising	$	3,145	$	3,088	$	4,244	$	884
Digital subscriptions	—		750		—		67
Publisher revenue	2,116		566		1,019		550
Performance Marketing	711		776		1,024		(1)
Other digital revenue	195		36		21		954
Total digital revenue	6,167		5,216		6,308		2,454
Print revenue	59		—		201		1
Total revenue	6,226		5,216		6,509		2,455		$	20,406

Less: (1)
External Cost of Content	899		753		1,110		930
Internal Cost of Content	1,558		1,011		1,378		296
Technology costs	744		151		238		147
Print, distribution and fulfillment costs	1		—		151		—
Other segment items (2)	12		—		—		625
Segment gross profit	$	3,012	$	3,301	$	3,632	$	457	10,402


Reconciliation of Segment Gross Profit to Loss Before Income Taxes:
Less unallocated cost of revenue amounts:
Internal cost of content	479
Technology costs	1,792
Amortization of developed technology and platform development	1,050
Selling and marketing	1,851
General and administrative	4,641
Depreciation and amortization	893
Interest expense, net	2,421
Loss on impairment of assets	—
Change in valuation of contingent consideration	—
Liquidated damages	75
Total unallocated costs	13,202
Loss before income taxes	$	(2,800)

(1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

(2)Other segment items primarily consist of sponsored content costs.

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	Three Months Ended March 31, 2025
	Sports & Leisure		Finance		Lifestyle		Platform & Other		Total
Digital advertising	$	9,716	$	3,959	$	5,164	$	2,978
Digital subscriptions	—		1,649		—		22
Publisher revenue	1,611		454		862		157
Performance Marketing	1,108		2,036		1,646		—
Other digital revenue	28		—		—		218
Total digital revenue	12,463		8,098		7,672		3,375
Print revenue	—		—		207		—
Total revenue	12,463		8,098		7,879		3,375		$	31,815

Less: (1)
External Cost of Content	1,972		85		127		1,911
Internal Cost of Content	1,996		2,250		2,381		8
Technology costs	958		537		508		351
Print, distribution and fulfillment costs	1		—		176		—
Other segment items	—		2		—		—
Segment gross profit	$	7,536	$	5,224	$	4,687	$	1,105	18,552


Reconciliation of Segment Gross Profit to Income Before Income Taxes:
Less unallocated cost of revenue amounts:
Internal cost of content	360
Technology costs	1,247
Amortization of developed technology and platform development	1,276
Selling and marketing	2,134
General and administrative	5,283
Depreciation and amortization	890
Interest expense, net	3,004
Loss on impairment of assets	—
Change in valuation of contingent consideration	—
Liquidated damages	75
Total unallocated costs	14,269
Income before income taxes	$	4,283

(1)The significant expense categories and amounts align with the segment-level information that is regularly provided to the chief operating decision maker.

The Company’s long-lived assets, consisting of property and equipment, and operating leases, are located in the United States. No asset information is provided to the CODM.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (dollar in thousands, other than RPM)

The following discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2026 and 2025 should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report and in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2025 included in the Annual Report on Form 10-K filed with the SEC on March 16, 2026. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements as a result of a number of factors. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Forward-Looking Statements.”

Overview

The Arena Group Holdings, Inc. (“Arena Group,” “we,” or “our”) is a brand, data and IP company that builds, acquires, and scales high-performing digital assets. We combine technology, storytelling, and entrepreneurship to create deep content verticals that engage passionate audiences across sports & leisure, lifestyle, and finance.

Impact of Macroeconomic Conditions

Uncertainty in the global economy presents significant risks to our business. Increases in inflation, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and in the Middle East and the responses thereto, and the impact of tariffs on print production costs and the overall market for advertising may have an adverse effect on our business. While we are closely monitoring the impact of the current macroeconomic conditions on all aspects of our business, the ultimate extent of the impact on our business remains highly uncertain and will depend on future developments and factors that continue to evolve. Most of these developments and factors are outside of our control and could exist for an extended period of time. As a result, we are subject to continuing risks and uncertainties. For additional information, see the sections titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 16, 2026 and in this Quarterly Report.

Key Operating Metrics

Our key operating metrics are:

•Revenue per page view (“RPM”) – represents the advertising revenue earned per 1,000 page views. It is calculated as our advertising revenue during a period divided by our total page views during that period and multiplied by $1,000; and

•Monthly average page views – represents the total number of page views in a given month or the average of each month’s page views in a fiscal quarter or year, which is calculated as the total number of page views recorded in a quarter or year divided by three months or 12 months, respectively.

We monitor and review our key operating metrics as we believe that these metrics are relevant for our industry and specifically to us and to understanding our business. Moreover, they form the basis for trends informing certain predictions related to our financial condition. Our key operating metrics focus primarily on our digital advertising revenue, which is our most significant revenue stream. Management monitors and reviews these metrics because such metrics are readily measurable in real time and can provide valuable insight into the performance of and trends related to our digital advertising revenue and our overall business. We consider only those key operating metrics described here to be material to our financial condition, results of operations and future prospects.

For pricing indicators, we focus on RPM as it is the pricing metric most closely aligned with monthly average page views. RPM is an indicator of yield and pricing driven by both advertising density and demand from our advertisers.

Monthly average page views are measured across all properties hosted on the Platform and provide us with insight into volume, engagement and effective page management and are therefore our primary measure of traffic. We utilize a third-party source, Google Analytics, to confirm this traffic data.

As described above, these key operating metrics are critical for management as they provide insights into our digital advertising revenue generation and overall business performance. This information also provides feedback on the content

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on our website and its ability to attract and engage users, which allows us to make strategic business decisions designed to drive more users to read or view more of our content and generate higher advertising revenue across all properties hosted on the Platform.

For the three months ended March 31, 2026, our RPM was $18.54 compared to $22.21 for the same period in 2025. This decrease primarily reflects the impact of company-initiated technical experiments intended to drive audience growth that, in some cases, reduced monetization and softness in the broader digital advertising market. For the three months ended March 31, 2026, monthly average page views were 206,228,655 compared to 327,510,084 for the same period in 2025. This decrease reflects a reduction in organic traffic resulting from shifts in referral patterns following third-party search engine algorithm updates made during 2025. Though these changes had an adverse impact to first quarter results, the results of the aforementioned technical experimentation are expected to stabilize audience and maximize yield over the remainder of the year. To further mitigate the impact of these items, management is actively executing targeted yield-enhancement initiatives while optimizing site architecture and premium content, including accelerating AI integration for yield optimization. These ongoing strategic efforts focused on technical infrastructure and audience engagement are intended to align with evolving search authority best practices, strengthen domain visibility, and support long-term traffic and monetization growth.

All dollar figures presented below are in thousands unless otherwise stated.

Liquidity and Capital Resources

Liquidity and Going Concern

The Simplify loan, which provides for borrowings of up to $25 million, matures on December 1, 2027, and our Renew term debt matures on December 31, 2027. While we continue to report positive cash flow from operations and currently maintain a cash balance of approximately $11 million, our ability to meet ongoing liquidity needs and support future growth is dependent, in part, on our access to external financing. If we cannot generate or obtain needed funds, we might be forced to make substantial reductions in our operating and capital expenses or pursue restructuring plans, which could adversely affect our business operations and ability to execute our current business strategy. In addition, if a default occurs as a result, the lenders could elect to declare the indebtedness, together with accrued interest and other fees, to be immediately due and payable and proceed against any collateral securing that indebtedness. In addition, if repayment of our indebtedness is accelerated as a result of such default, we cannot assure you that we would have sufficient assets or access to credit to repay such indebtedness.

Our condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Our condensed consolidated financial statements do not include any adjustments that might be necessary if it is unable to continue as a going concern. Management has evaluated the Company's ability to continue as a going concern and, based on our current financial condition and operating plans, believes we have sufficient liquidity to meet our obligations for at least the next twelve months from the date of this report. Therefore, management concludes that there is no substantial doubt about our ability to continue as a going concern.

For the three months ended March 31, 2026, we had a loss from continuing operations of $2,658 and as of March 31, 2026, had cash and cash equivalents on hand of $11,230 and working capital of $17,016. We reported consecutive profitable results in all quarters of 2025. Although we are reporting a net loss for the three months ended March 31, 2026, we expect to be profitable for the remainder of the year.

Cash and Working Capital Facility

As of March 31, 2026, our principal sources of liquidity consisted of cash and cash equivalents of $11,230 and accounts receivable, net of allowance for credit losses, of $18,149. In addition, as of March 31, 2026, we had $25,000 available for additional use under our working capital loan with Simplify. As of March 31, 2026, the outstanding balance of the Simplify working capital loan was $0. Our cash balance as of the issuance date of our accompanying condensed consolidated financial statements is $12,055.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

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Material Contractual Obligations

We have material contractual obligations that arise in the normal course of business primarily consisting of employment contracts, consulting agreements, leases, liquidated damages, debt and related interest payments. Purchase obligations consist of contracts primarily related to merchandise, equipment, and third party services, the majority of which are due in the next 12 months. See Note 5, Leases, Note 7, Liquidated Damages Payable, and Note 9, Simplify Loan and Note 10, Term Debt, in our accompanying condensed consolidated financial statements for amounts outstanding as of March 31, 2026, related to other material contractual obligations.

Discontinued Operations

On March 18, 2024, we discontinued the Sports Illustrated media business (the “SI Business”) that was operated under the Licensing Agreement with ABG-SI, LLC (“ABG”) dated June 14, 2019 (as amended to date, the “Licensing Agreement”). This discontinuation of the SI Business (i.e., discontinued operations) followed the termination of the Licensing Agreement by ABG on January 18, 2024. Income (loss) from our discontinued operations, net of tax, was $0 and $23 for the three months ended March 31, 2026 and 2025, respectively.

Working Capital

We have financed our working capital requirements since inception through issuances of equity securities and various debt financings. Our working capital surplus as of March 31, 2026 and December 31, 2025 is as follows:


	As of
	March 31, 2026		December 31, 2025
Current assets	$	32,504	$	35,630
Current liabilities	(15,488)		(17,003)
Working capital surplus	$	17,016	$	18,627

As of March 31, 2026, we had working capital of $17,016, consisting of $32,504 in total current assets and $15,488 in total current liabilities as compared to working capital of $18,627 as of December 31, 2025. As of December 31, 2025, our working capital surplus consisted of $35,630 in total current assets and $17,003 in total current liabilities. The change in working capital is the result of the derecognition of several liabilities related to discontinued operations.

Our cash flows for the three months ended March 31, 2026 and 2025 consisted of the following:


	Three Months Ended March 31,
	2026		2025
Net cash provided by operating activities	$	1,961	$	3,662
Net cash used in investing activities	(1,069)		(1,618)
Net cash used in financing activities	—		(3,504)
Net increase (decrease) in cash and cash equivalents	$	892	$	(1,460)
Cash and cash equivalents, end of period	$	11,230	$	2,902

For the three months ended March 31, 2026, net cash provided by operating activities was $1,961, consisting primarily of $23,808 of cash received from customers, partially offset by $19,405 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements, professional services, and $2,442 of cash paid for interest. For the three months ended March 31, 2025, net cash used in operating activities was $3,662, consisting primarily of $30,272 of cash received from customers, offset by $23,637 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements, and professional services.

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For the three months ended March 31, 2026, net cash used in investing activities was $1,069, consisting of $769 related to capitalized costs for our Platform and $300 related to purchase of intangible assets. For the three months ended March 31, 2025, net cash used in investing activities consisted of $1,618 for capitalized costs for our Platform.

For the three months ended March 31, 2026, there was no net cash used in financing activities. For the three months ended March 31, 2025, net cash used in financing activities was $3,504, consisting of (i) $4 for tax payments relating to the withholding of shares of common stock for certain employees, and (ii) $3,500 for repayments of the Simplify Loan.

Share Repurchase Program

On July 31, 2025, we announced a share repurchase program under which we may repurchase up to 3 million shares of our common stock through July 31, 2026, from time to time through open-market transactions, privately negotiated transactions, or otherwise, including under Rule 10b5-1 trading plans, subject to market conditions, share price, and other factors. The program may be suspended, modified, or terminated at any time. The share repurchase program will be funded through operating cash flow. As of March 31, 2026, no shares have been repurchased under this program.

Results of Operations

Three Months Ended March 31, 2026 and 2025

The following table sets forth revenue, cost of revenue, gross profit, income (loss) from operations, and net income (loss):


	Three Months Ended March 31,				2026 versus 2025
	2026		2025		$ Change		% Change
Revenue	$	20,406	$	31,815	$	(11,409)	-35.9	%
Cost of revenue	13,325		16,146		(2,821)		-17.5	%
Gross profit	7,081		15,669		(8,588)		-54.8	%
Operating expenses
Selling and marketing	1,851		2,134		(283)		-13.3	%
General and administrative	4,641		5,283		(642)		-12.2	%
Depreciation and amortization	893		890		3		0.3	%
Loss on impairment of assets	—		—		—		—	%
Total operating expenses	7,385		8,307		(922)		-11.1	%
Income (loss) from operations	(304)		7,362		(7,666)		-104.1	%
Total other expense	(2,496)		(3,079)		583		18.9	%
Income (loss) before income taxes	(2,800)		4,283		(7,083)		-165.4	%
Income tax benefit (provision)	142		(286)		428		149.7	%
Income (loss) from continuing operations	(2,658)		3,997		(6,655)		166.5	%
Income from discontinued operations, net of tax	—		23		(23)		-100.0	%
Net income (loss)	$	(2,658)	$	4,020	$	(6,678)	-166.1	%

For the three months ended March 31, 2026, loss from continuing operations was $2,658, as compared to income from continuing operations of $3,997 in the prior period. The decline in profitability was primarily attributable to an $11,409 decrease in revenue, largely attributable to lower digital advertising revenue driven by changes in both traffic and monetization between periods. Additionally, profitability was impacted by over $1 million in elevated severance charges and professional fees which were incurred in connection with specific legal and restructuring actions taken during the three months ended March 31, 2026.

Revenue

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The following table sets forth revenue, cost of revenue, and gross profit:


	Three Months Ended March 31,				2026 versus 2025
	2026		2025		$ Change		% Change
Revenue	$	20,406	$	31,815	$	(11,409)	-35.9	%
Cost of revenue	13,325		16,146		(2,821)		-17.5	%
Gross profit	$	7,081	$	15,669	$	(8,588)	-54.8	%

For the three months ended March 31, 2026, we generated gross profit of $7,081, as compared to $15,669 for the three months ended March 31, 2025, a decrease of $8,588. Gross margin for the three months ended March 31, 2026 was 34.7%, compared to 49.3% for the three months ended March 31, 2025.

Total revenue for the period decreased, primarily due to a reduction in digital advertising revenue. This decline was driven by changes in referral traffic patterns between periods, Company-initiated technical experiments intended to drive audience growth that, in some cases, reduced monetization, and changes in the broader digital advertising market resulting from the aforementioned traffic volatility. Though the Company-initiated technical experiments had an adverse impact on first quarter revenue, the changes made as a result of this testing are expected to stabilize audience and maximize yield over the remainder of the year.

Cost of revenue decreased by 18% as a result of reduced internal cost of content enabled by our variable cost structure under the entrepreneurial publishing model. Despite this reduction, gross margin contracted reflecting the integration and growth of our ShopHQ e-commerce business which operates at lower gross margin than our advertising business due to higher cost of products sold. Additionally, the impact of fixed cost associated with freelancers and technology contributed to the gross margin change.

The following table sets forth revenue by category:


	Three Months Ended March 31,				2026 versus 2025
	2026		2025		$ Change		% Change
Digital revenue:
Digital advertising	$	11,361	$	21,817	$	(10,456)	-47.9	%
Digital subscriptions	817		1,671		(854)		-51.1	%
Publisher Revenue	4,251		3,084		1,167		37.8	%
Performance Marketing	2,510		4,790		(2,280)		-47.6	%
Other digital revenue	1,206		246		960		390.2	%
Total digital revenue	20,145		31,608		(11,463)		-36.3	%
Print revenue	261		207		54		26.1	%
Total revenue	$	20,406	$	31,815	$	(11,409)	-35.9	%

For the three months ended March 31, 2026, total revenue decreased $11,409, or a 35.9% decrease, to $20,406 from $31,815 for the three months ended March 31, 2025. There was a 36.3% decrease in total digital revenue from $31,608 for the three months ended March 31, 2025 to $20,145 for the three months ended March 31, 2026.

The $10,456 decrease in digital advertising revenue was driven by changes in referral traffic patterns between periods and a decline in overall monetization yield between quarters. The reduction in traffic resulted from algorithmic updates made during the second half of 2025 that impacted search rankings across the industry and resulted in lower traffic. The reduction in yield resulted from company-initiated technical experiments intended to drive audience growth that, in some cases, reduced monetization and changes in the broader digital advertising market resulting from the aforementioned traffic volatility.

Performance marketing revenue decreased by $2,280 reflecting the impact of the change in referral traffic patterns between periods and changes to commission structures at affiliate partners.

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To mitigate the impact of search-related volatility, we continue to refine our content and distribution strategies. These efforts contributed to an increase of $1,167 in publisher revenue, attributable to the continued expansion of our publisher network. The $960 increase in other digital revenue was primarily attributable to our October 2025 acquisition of ShopHQ, which broadened our commercial reach by adding drop-ship e-commerce operations, interactive social selling capabilities, and accelerated first-party data collection efforts which are expected to yield audience and customer insights that can be used to improve yields throughout our business.

Cost of Revenue

The following table sets forth cost of revenue by category:


	Three Months Ended March 31,				2026 versus 2025
	2026		2025		$ Change		% Change
External cost of content	$	3,692	$	4,095	$	(403)	-9.8	%
Internal cost of content	4,722		6,995		(2,273)		-32.5	%
Technology costs	3,072		3,601		(529)		-14.7	%
Printing, distribution and fulfillment costs	152		177		(25)		-14.1	%
Amortization of developed technology and platform development	1,050		1,276		(226)		-17.7	%
Other	637		2		635		31,750.0	%
Total cost of revenue	$	13,325	$	16,146	$	(2,821)	-17.5	%

For the three months ended March 31, 2026, we recognized cost of revenue of $13,325 as compared to $16,146 for the three months ended March 31, 2025, a decrease of $2,821. This decrease was primarily attributable to lower internal cost of content, which declined in line with reduced digital advertising revenue and reflected the flexibility of our variable cost structure under the entrepreneurial publishing model. Decreases in external cost of content and technology costs result from structural operational changes between periods. These savings were partially offset by higher other cost of revenue driven by the ramp-up of our ShopHQ e-commerce business which carries higher product related costs.

Operating Expenses

Selling and Marketing

The following table sets forth selling and marketing expenses from continuing operations by category:


	Three Months Ended March 31,
	2026			2025







Selling and marketing	$	1,851		$	2,134
Selling and marketing as a percentage of revenues	9		%	7		%

For the three months ended March 31, 2026, we incurred selling and marketing expenses of $1,851 as compared to $2,134 for the three months ended March 31, 2025. The decrease of $283 reflects savings achieved through vendor renegotiations and ongoing cost-optimization initiatives across advertising, marketing and adverting operations tools.

General and Administrative

The following table sets forth general and administrative expenses by category:


	Three Months Ended March 31,
	2026			2025




General and administrative	$	4,641		$	5,283
General and administrative as a percentage of revenues	23		%	17		%

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General and administrative expenses totaled $4,641 for the three months ended March 31, 2026 compared to $5,283 for the three months ended March 31, 2025, a decrease of $642. The decrease was primarily driven by lower professional fees following the resolution of certain legal matters.

Segment Revenue

We report our segment results as Sports & Leisure, Finance, Lifestyle, and Platform & Other. Additionally, certain expenses are not allocated to our segments because they represent centralized activities which cannot be accurately allocated.

The following table sets forth revenue by segment:


	Three Months Ended March 31,
	2026		2025
Segment revenue:
Sports & Leisure	$	6,226	$	12,463
Finance	5,216		8,098
Lifestyle	6,509		7,879
Platform & Other	2,455		3,375
Total Revenue	$	20,406	$	31,815

Sports & Leisure – the decrease of $6,237 was primarily driven by lower digital advertising revenue, reflecting company-wide declines in organic traffic volume and monetization rates.

Finance – the decrease of $2,882 was attributable to a decline in performance marketing revenue reflecting the impact of the change in referral traffic patterns between periods and changes to commission structures at affiliate partners, a reduction in digital advertising revenue, reflecting Company-wide declines in organic traffic volume and monetization rates, and a reduction in digital subscription decrease in digital subscription revenue as we transition our portfolio toward more efficient, ad-supported monetization channels.

Lifestyle – the decrease of $1,370 was primarily driven by lower digital advertising revenue, reflecting Company-wide declines in organic traffic volume and monetization rates.

Platform & Other – the decrease of $920 was primarily driven by a reduction in underperforming partner sites.

Segment Gross Profit

The following table sets forth segment gross profit:


	Three Months Ended March 31,
	2026		2025
Segment gross profit:
Sports & Leisure	$	3,012	$	7,536
Finance	3,301		5,224
Lifestyle	3,632		4,687
Platform & Other	457		1,105
Segment gross profit	$	10,402	$	18,552

The $8,150 decrease in total segment gross profit across all categories was primarily driven by the aforementioned reductions in digital advertising revenue resulting from compounded traffic volume headwinds and lower monetization

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rates, which collectively outpaced the variable cost savings realized from our strategic transition to an entrepreneurial publishing model.

The following table reconciles segment gross profit to gross profit:


	Three Months Ended March 31,
	2026		2025
Segment gross profit:	$	10,402	$	18,552
Arena level activities
Internal cost of content	(479)		(360)
Technology costs	(1,792)		(1,247)
Amortization of developed technology and platform development	(1,050)		(1,276)
Gross profit	$	7,081	$	15,669

Other Expenses

The following table sets forth other expenses:


	Three Months Ended March 31,				2026 versus 2025
	2026		2025		$ Change		% Change

Interest expense, net	(2,421)		(3,004)		583		-19	%
Liquidated damages	(75)		(75)		—		—	%
Total other expense	$	(2,496)	$	(3,079)	$	583	-19	%

Interest Expense – We incurred interest expense of $2,421 for the three months ended March 31, 2026 compared to $3,004 for three months ended March 31, 2025. The $583 decrease in interest expense reflects lower interest charges following repayment of the Simplify Loan throughout 2025 and the $13,000 curtailment payment applied to the Company’s term debt in December 2025 pursuant to Amendment No. 4 to the Third Amended and Restated Note Purchase Agreement.

Liquidated Damages – We recorded liquidated damages of $75 for the three months ended March 31, 2026, as compared to $75 for the three months ended March 31, 2025.

Income Taxes – We recorded an income tax benefit of $142 for the three months ended March 31, 2026, as compared an income tax provision of $286 for the three months ended March 31, 2025. Our effective tax rate is significantly affected by the valuation allowance recorded against deferred tax assets. Although we incurred a pretax loss for the first quarter of 2026 and remain in a cumulative loss position, management expects profitability in subsequent quarters and cumulative pretax income for the full year based on current forecasts.

If we achieve sustained profitability consistent with these expectations, management may conclude that it is more likely than not that additional deferred tax assets will be realized, which could result in a reduction of the valuation allowance in a future period. Any such reduction would result in a non‑cash income tax benefit and could materially impact our effective tax rate and results of operations.

Use of Non-GAAP Financial Measures

We report our financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”); however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain items that are noncash in nature or not related to our core business operations. We calculate Adjusted EBITDA as net loss as adjusted for loss from discontinued operations, with additional adjustments for (i) interest expense (net), (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) change in valuation of contingent consideration, (vi) liquidated damages, (vii) loss on impairment of assets, (viii) loss on sale of assets; (ix) employee retention credit, (x) employee restructuring payments; and (xi) professional and vendor fees. Our non-GAAP measure may

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not be comparable to similarly titled measures used by other companies, have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP measure as superior to, or a substitute for, the equivalent measure calculated and presented in accordance with GAAP. Some of the limitations are that our non-GAAP measure:


			●			does not reflect interest expense and financing fees, or the cash required to service our debt, which reduces cash available to us;
			●			does not reflect income tax provision or benefit, which is a noncash income or expense;
			●			does not reflect depreciation and amortization expense and, although this is a noncash expense, the assets being depreciated may have to be replaced in the future, increasing our cash requirements;
			●			does not reflect stock-based compensation and, therefore, does not include all of our compensation costs;
			●			does not reflect the change in valuation of contingent consideration, and, although this is a noncash income or expense, the change in the valuations each reporting period are not impacted by our actual business operations but is instead strongly tied to the change in the market value of our common stock;
			●			does not reflect liquidated damages and, therefore, does not include future cash requirements if we repay the liquidated damages in cash instead of shares of our common stock (which the investor would need to agree to);
			●			does not reflect any losses from the impairment of assets, which is a noncash operating expense;
			●			does not reflect any losses from the sale of assets, which is a noncash operating expense
			●			does not reflect the employee retention credits recorded by us for payroll related tax credits under the CARES Act;
			●			does not reflect payments related to employee severance and employee restructuring changes for our former executives;
			●			does not reflect the professional and vendor fees incurred by us for services provided by consultants, accountants, lawyers, and other vendors, which services were related to certain types of events that are not reflective of our business operations; and
			●			may not reflect proper non direct cost allocations.

The following table presents a reconciliation of Adjusted EBITDA to net income (loss), which is the most directly comparable GAAP measure, for the periods indicated:


	Three Months Ended March 31,
	2026		2025
Net income (loss)	$	(2,658)	$	4,020
Less: Income from discontinued operations	—		(23)
Income (loss) from continuing operations	(2,658)		3,997
Add:
Interest expense, net (1)	2,421		3,004
Income taxes	(142)		286
Depreciation and amortization (2)	1,943		2,166
Stock-based compensation (3)	64		182

Liquidated damages (4)	75		75

Adjusted EBITDA	$	1,703	$	9,710

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			(1)			Interest expense is related to our capital structure and varies over time due to a variety of financing transactions. Interest expense includes $14 and $31 for amortization of debt discounts for the three months ended March 31, 2026 and 2025 respectively, as presented in our condensed consolidated statements of cash flows, which are noncash items. Investors should note that interest expense will recur in future periods.
			(2)			Depreciation and amortization related to our developed technology and our Platform is included within cost of revenues of $1,050 and $1,276 for the three months ended March 31, 2026 and 2025, respectively, and depreciation and amortization is included within operating expenses of $893 and $890 for the three months ended March 31, 2026 and 2025, respectively. We believe (i) the amount of depreciation and amortization expense in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense will recur in future periods.
			(3)			Stock-based compensation represents noncash costs arise from the grant of stock-based awards to employees, consultants and directors. We believe that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period comparisons in our operating performance because (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations, and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Additionally, we believe that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between our operating performance and the operating performance of other companies that may use different forms of employee compensation or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future.
			(4)			Liquidated damages (or interest expense related to accrued liquidated damages) represents amounts we owe to certain of our investors in private placements offerings conducted in fiscal years 2018 through 2020, pursuant to which we agreed to certain covenants in the respective securities purchase agreements and registration rights agreements, including the filing of resale registration statements and becoming current in our reporting obligations, which we were not able to timely meet.

Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with GAAP. In preparing the condensed consolidated financial statements, we make estimates and judgments that affect the reported amounts of assets, liabilities, stockholders’ equity, revenue, expenses, and related disclosures. We re-evaluate our estimates on an on-going basis. Our estimates are based on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Because of the uncertainty inherent in these matters, actual results may differ from these estimates and could differ based upon other assumptions or conditions.

Except as described in Note 1, Summary of Significant Accounting Policies, of the notes to our condensed consolidated financial statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, there have been no material changes to our critical accounting policies and estimates as compared to the critical accounting policies and estimates disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 that was filed with the SEC on March 16, 2026.

Recently Issued Accounting Standards Updates

Note 1, Summary of Significant Accounting Policies, in our accompanying condensed consolidated financial statements appearing elsewhere in this Quarterly Report on Form 10-Q includes Recently Issued Accounting Standards updates.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable to a “smaller reporting company” as defined in Item 10(f)(1) of SEC Regulation S-K.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer(s) and principal financial officer(s), or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

In accordance with Exchange Act Rules 13a-15 and 15d-15, an evaluation was completed under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on that evaluation, our management, including our Chief Executive Officer and Principal Financial Officer, concluded that our disclosure controls and procedures were not effective as of March 31, 2026 in providing reasonable assurance that the information required to be disclosed in our reports filed or submitted under the Exchange Act was recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms due to the material weakness described below.

Material Weakness in Internal Control over Financial Reporting and Remediation Plan

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process, including policies and procedures, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the preparation of our Annual Report on Form 10-K for the year ended December 31, 2025 that was filed with the SEC on March 16, 2026, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025 due to the following material weakness which we previously reported and continues to exist: we did not design and maintain effective controls over the completeness and accuracy of information received from a third-party programmatic advertising services provider used in recording certain advertising revenues.

This material weakness has not been remediated as of the date of filing of this Quarterly Report. We intend to expand and formalize documentation around the review and oversight procedures performed to validate data provided by the third party providing ad serving services, provide training to relevant personnel on the enhanced documentation requirements, and, as necessary, implement additional controls to independently verify completeness and accuracy of third party data used in financial reporting to address this material weakness. We will continue to evaluate and adjust remediation actions as needed to ensure the remedial measures remain appropriate and sustainable.

We believe that the actions listed above will provide appropriate remediation of the material weakness. Due to the nature of the remediation process and the need for sufficient time after implementation to evaluate and test the design and effectiveness of the controls, no assurance can be given as to the timing for completion of remediation. The material weakness will be fully remediated when we conclude that the controls have been operating for sufficient time and independently validated by management.

We believe that, notwithstanding the material weakness mentioned above, the unaudited condensed consolidated financial statements contained in this Quarterly Report present fairly, in all material respects, the condensed consolidated balance sheets, statements of operations and comprehensive loss, stockholders’ deficiency, and cash flows of the Company and its subsidiaries in conformity with U.S. generally accepted accounting principles as of the dates and for the periods stated therein.

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Changes in Internal Control over Financial Reporting

Except as described above under “Material Weakness in Internal Control over Financial Reporting and Remediation Plan”, there have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may be subject to claims and litigation arising in the ordinary course of business. Except as described in Note 18, Commitments and Contingencies of the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q, we are not currently subject to any pending or threatened legal proceedings that we believe would reasonably be expected to have a material adverse effect on our business, financial condition, results of operations or cash flows.

ITEM 1A. RISK FACTORS

There are numerous factors that affect our business and operating results, many of which are beyond our control. There have been no material changes in the risk factors described in Part I, “Item IA. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 16, 2026 (the “2025 Form 10-K”). The risk factors described in the 2025 Form 10-K should be carefully considered, together with the other information contained or incorporated by reference in this Quarterly Report on Form 10-Q and in our other filings with SEC in connection with evaluating us, our business and the forward-looking statements contained in this Quarterly Report on Form 10-Q. Additional risks and uncertainties not known to us at present, or that we currently deem immaterial, may affect us. The occurrence of any of these known or unknown risks could have a material adverse impact on our business, financial condition and results of operations.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Company Repurchases of Equity Securities

During the three months ended March 31, 2026, the Company did not repurchase any shares of its common stock under its previously announced share repurchase program. As of March 31, 2026, a total of 3,000,000 shares remained available for repurchase under the program. The following table sets forth certain information with respect to repurchases of our common shares during the three months ended March 31, 2026:


Period	Total number of shares (or units) purchased	Average price paid per share (1)	Total number of shares purchased as part of publicly announced plans or programs (2)	Maximum number of shares that may yet be purchased under the plans or programs (2)
Jan 1- Mar 31, 2026	0	$—	0	3,000,000
Total	0	$—	0	3,000,000

(1) Average price paid per share includes broker commissions, if any.

(2) On July 31, 2025, we announced a share repurchase program under which we may repurchase up to 3 million shares of our common stock through July 31, 2026, from time to time through open-market transactions, privately negotiated transactions, or otherwise, including under Rule 10b5-1 trading plans, subject to market conditions, share price, and other factors. The program may be suspended, modified, or terminated at any time. The share repurchase program will be funded through operating cash flow. As of March 31, 2026, no shares have been repurchased under this program.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following documents are filed as part of this Quarterly Report:


Exhibit Number						Description of Document
2.1						Agreement and Plan of Merger, dated as of March 13, 2018, by and among the Company, HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on March 19, 2018.
2.2						Amendment to Agreement and Plan of Merger, dated as of April 25, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.2 to our Annual Report on Form 10-K filed on January 8, 2021.
2.3						Second Amendment to Agreement and Plan of Merger, dated as of June 1, 2018, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K/A filed on June 4, 2018.
2.4						Third Amendment to Agreement and Plan of Merger, dated as of June 30, 2019, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 2.4 to our Annual Report on Form 10-K filed on January 8, 2021.
2.5						Fourth Amendment to Agreement and Plan of Merger, dated as of December 15, 2020, by and among TheMaven, Inc., HP Acquisition Co., Inc., HubPages, Inc., and Paul Edmondson as the securityholder representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on December 21, 2020.
2.6						Amended and Restated Asset Purchase Agreement, dated as of August 4, 2018, by and among the Company, Maven Coalition, Inc., and Say Media, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 9, 2018.
2.7						Amendment to Amended and Restated Asset Purchase Agreement, dated as of August 24, 2018, by and among the Company, Maven Coalition, Inc., and Say Media, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on August 29, 2018.
2.8						Agreement and Plan of Merger, dated as of October 12, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on October 17, 2018.
2.9						Amendment to Agreement and Plan of Merger, dated as of October 17, 2018, by and among the Company, SM Acquisition Co., Inc., Say Media, Inc., and Matt Sanchez as the Securityholder Representative, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed on October 17, 2018.
2.10						Agreement and Plan of Merger, dated as of June 11, 2019, by and among the Company, TST Acquisition Co., Inc., and TheStreet, Inc., which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed on June 12, 2019.
2.11						Asset Purchase Agreement, dated December 7, 2022, by and among The Arena Media Brands, LLC, Weider Publications, LLC and A360 Media, LLC, which was filed as Exhibit 2.1 to our Current Report on Form 8-K filed on December 20, 2022.
2.12						Business Combination Agreement, dated as of November 5, 2023, among The Arena Group Holdings, Inc., Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 7, 2023.
2.13						Amendment No. 1 to Business Combination Agreement, dated December 1, 2023, by and between the Company, Simplify Inventions, LLC, Bridge Media Networks, LLC, New Arena Holdco, Inc., Energy Merger Sub I, LLC and Energy Merger Sub II, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 5, 2023.

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2.14						Second Amendment to the Business Combination Agreement dated November 5, 2023, among the Company, Simplify Inventions, LLC, a Delaware limited liability company, Bridge Media Networks, LLC, a Michigan limited liability company and a wholly owned subsidiary of Simplify, New Arena Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Arena, Energy Merger Sub I, LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco, and Energy Merger Sub II, LLC, a Delaware limited liability company and a wholly owned subsidiary of Newco, dated July 12, 2024, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 17, 2024.
3.1						Amended and Restated Certificate of Incorporation of the Registrant, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed on October 13, 2021.
3.2						Second Amended and Restated Bylaws, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed on October 13, 2021.
3.3						Certificate of Elimination of Series F Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed September 13, 2021.
3.4						Certificate of Elimination of Series I Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed September 13, 2021.
3.5						Certificate of Elimination of Series J Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.3 to our Current Report on Form 8-K filed September 13, 2021.
3.6						Certificate of Elimination of Series K Convertible Preferred Stock as filed with the Delaware Secretary of State on September 7, 2021, which was filed as Exhibit 3.4 to our Current Report on Form 8-K filed September 13, 2021.
3.7						Certificate of Amendment as filed with the Delaware Secretary of State on January 20, 2022, which was filed Exhibit 3.1 to our Current Report on Form 8-K filed January 26, 2022.
3.8						Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on January 26, 2022, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed January 26, 2022.
3.9						Certificate of Correction of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on February 3, 2022, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed February 9, 2022.
3.10						Certificate of Amendment to the Amended and Restated Certificate of Incorporation, which was filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on June 2, 2023.
4.1						Specimen Common Stock Certificate, which was filed as Exhibit 4.3 to Amendment No. 1 to Registration Statement on Form SB-2/A (Registration No. 333-48040) on September 23, 1996.
4.2						Form of Bridge Notes. which was filed as Exhibit 4.1 to our Current Report on Form 8-K filed on December 20, 2022.
4.3						Form of 2023 Notes, which was filed as Exhibit 4.1 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2023.
10.1						Amendment No. 2 to Loan Documents among the Company, certain of its subsidiaries and Simplify Inventions, LLC dated December 31, 2025, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 7, 2026.
10.2						Amendment No. 4 to Note Purchase Agreement among the Company, certain of its subsidiaries and Renew Group Private Limited dated December 31, 2025, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on January 7, 2026.
31.1*						Chief Executive Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Principal Financial Officer’s Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*						Chief Executive Officer’s Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*						Principal Financial Officer’s Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*						Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH*						Inline XBRL Taxonomy Extension Schema Document

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101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document

*Filed herewith.

#This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

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SIGNATURES

In accordance with the requirements of the Securities and Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	The Arena Group Holdings, Inc.

Date: May 11, 2026	By:	/s/ PAUL EDMONDSON
		Paul Edmondson
		Chief Executive Officer
		(Principal Executive Officer)

Date: May 11, 2026	By:	/s/ GEOFFREY WAIT
		Geoffrey Wait
		Principal Financial Officer