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What changed in Newsmax Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Newsmax Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+293 added−315 removedSource: 10-K (2026-03-26) vs 10-K (2025-03-31)

Top changes in Newsmax Inc.'s 2025 10-K

293 paragraphs added · 315 removed · 231 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

70 edited+15 added−8 removed42 unchanged
Biggest changeNewsmax Media has six wholly-owned subsidiaries: Newsmax Broadcasting, LLC, a Florida limited liability company (“Newsmax Broadcasting”), Crown Atlantic Insurance, LLC, a Florida limited liability company (“Crown Atlantic”), Humanix Publishing, LLC, a Florida limited liability company (“Humanix Publishing”), Medix Health LLC, a Florida limited liability company (“Medix Health”), ROI Media Strategies, LLC, a Florida limited liability company (“ROI Media Strategies”), and Newsmax Radio LLC, a Florida limited liability company (“Newsmax Radio,” and together with Newsmax Media, Newsmax Broadcasting, Crown Atlantic Insurance, Humanix Publishing, Medix Health, and ROI Media Strategies, the “Subsidiaries”).
Biggest changeNewsmax Media has six wholly-owned Florida limited liability company subsidiaries (the “Subsidiaries”): Newsmax Broadcasting, LLC (“Newsmax Broadcasting”), Newsmax Radio LLC (“Newsmax Radio”), Crown Atlantic Insurance, LLC (“Crown Atlantic”), Humanix Publishing, LLC (“Humanix Publishing”), Medix Select, LLC (“Medix Select”), and ROI Media Strategies, LLC (“ROI Media Strategies”).
Federal and state laws and regulations affecting the Company’s online services, websites, and other business activities include: the Children’s Online Privacy 12 Protection Act, which prohibits websites and online services from collecting personally identifiable information online from children under age 13 without prior parental consent; the Controlling the Assault of Non-Solicited Pornography and Marketing Act, which regulates, among other things, the distribution of unsolicited commercial emails, or “spam”; the Video Privacy Protection Act, which prohibits the knowing disclosure of information that identifies a person as having requested or obtained specific video materials from a “video tape service provider;” the Telephone Consumer Protection Act, which restricts certain marketing communications, such as text messages and calls, without explicit consent; the Gramm-Leach-Bliley Act, which regulates the collection, handling, disclosure, and use of certain personal information by companies that offer consumers financial products or services, imposes notice obligations, and provides certain individual rights regarding the use and disclosure of certain information; and the California Consumer Privacy Act (the “CCPA”), as amended by the California Privacy Rights Act (the “CPRA”) which took effect on January 1, 2023.
Federal and state laws and regulations affecting the Company’s online services, websites, and other business activities include: the Children’s Online Privacy Protection Act, which prohibits websites and online services from collecting personally identifiable information online from children under age 13 without prior parental consent; the Controlling the Assault of Non-Solicited Pornography and Marketing Act, which regulates, among other things, the distribution of unsolicited commercial emails, or “spam”; the Video Privacy Protection Act, which prohibits the knowing disclosure of information that identifies a person as having requested or obtained specific video materials from a “video tape service provider;” the Telephone Consumer Protection Act, which restricts certain marketing communications, such as text messages and calls, without explicit consent; the Gramm-Leach-Bliley Act, which regulates the collection, handling, disclosure, and use of certain personal information by companies that offer consumers financial products or services, imposes notice obligations, and provides certain individual rights regarding the use and disclosure of certain information; and the California Consumer Privacy Act (the “CCPA”), as amended by the California Privacy Rights Act (the “CPRA”) which took effect on January 1, 2023.
The Newsmax channel is carried by major cable and satellite distributors in the U.S., including, but not limited to, DirecTV, Dish, Comcast/Xfinity, Charter/Spectrum and Verizon. Further, Newsmax’s OTT streaming channel, Newsmax2, reaches an estimated 17 million Americans regularly 10 through its distributors, which includes major streaming platforms such as Roku, Samsung, Vizio, Xumo and Pluto.
The Newsmax channel is carried by major cable and satellite distributors in the U.S., including, but not limited to, DirecTV, Dish, Comcast/Xfinity, Charter/Spectrum and Verizon. Further, Newsmax’s OTT streaming channel, Newsmax2, reaches an estimated 17 million Americans regularly through its distributors, which includes major streaming platforms such as Roku, Samsung, Vizio, Xumo and Pluto.
The Company seeks to limit that 13 threat through a combination of approaches, including offering legitimate market alternatives, deploying digital rights management technologies, pursuing legal sanctions for infringement, promoting appropriate legislative initiatives and international treaties and enhancing public awareness of the meaning and value of intellectual property and intellectual property laws.
The Company seeks to limit that threat through a combination of approaches, including offering legitimate market alternatives, deploying digital rights management technologies, pursuing legal sanctions for infringement, promoting appropriate legislative initiatives and international treaties and enhancing public awareness of the meaning and value of intellectual property and intellectual property laws.
Newsmax Media content is carried by all major linear cable and satellite pay TV platforms, MVPDs for the Newsmax channel, and most OTT streaming platforms for its free, ad-supported television (“FAST”) channel Newsmax2, making Newsmax Media content available to over 100 million homes in the U.S.
Newsmax Broadcasting content is carried by all major linear cable and satellite pay TV platforms, MVPDs for the Newsmax channel, and most OTT streaming platforms for its free, ad-supported television (“FAST”) channel Newsmax2, making Newsmax Media content available to over 100 million homes in the U.S.
Company Information The principal executive offices of the Company are located at 750 Park of Commerce Drive, Suite 100, Boca Raton, Florida 33487, and its telephone number is (561) 686-1165. Available Information Our website can be found at Newsmax.com .
Company Information The principal executive offices of the Company are located at 750 Park of Commerce Drive, Suite 100, Boca Raton, Florida 33487, and its telephone number is (561) 686-1165. 14 Available Information Our website can be found at Newsmax.com .
In addition, on March 28, 2025, we amended and restated our Articles of Incorporation (the “Amended and Restated Articles of Incorporation”) to, among other things, reclassify our applicable authorized share capital to implement a dual class of securities, such that each share of Existing Class A Common Stock except for those held by the CEO, par value $0.001 per share, issued and outstanding immediately prior to the effectiveness of the Amended and Restated Articles of Incorporation (the “Effective Time”) was recapitalized, reclassified and reconstituted into one fully paid and non-assessable share of Class B Common Stock of Newsmax Inc.; provided, that each share of our Existing Class A Common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time held by Mr.
On March 28, 2025, we amended and restated our Articles of Incorporation (the “Amended and Restated Articles of Incorporation”) to, among other things, reclassify our applicable authorized share capital to implement a dual class of securities, such that each share of Existing Class A Common Stock except for those held by the CEO, par value $0.001 per share, issued and outstanding immediately prior to the effectiveness of the Amended and Restated Articles of Incorporation (the “Effective Time”) was recapitalized, reclassified and reconstituted into one fully paid and non-assessable share of Class B Common Stock of Newsmax Inc.; provided, that each share of our Existing Class A Common stock, par value $0.001 per share, issued and outstanding immediately prior to the Effective Time held by Mr.
ITEM 1. BUSINESS Corporate History Newsmax Inc. (the "Company") is a holding company that owns 100% of the equity interests of its operating company Newsmax Media, Inc. (“Newsmax Media”). Newsmax Media and the other subsidiaries operate the businesses described herein.
ITEM 1. BUSINESS Corporate History Newsmax Inc. (the “Company”) is a holding company that owns 100% of the equity interests of its operating company Newsmax Media, Inc. (“Newsmax Media”). Newsmax Media and its other subsidiaries operate the businesses described herein.
Newsmax Media strives to produce high-quality television programming for distribution to build viewership and audience loyalty, increase television revenue through license fees and advertising revenue to sustain long-term growth within targeted demographic groups, predominantly viewers (and readers) who are 45 years of age or older, which is the largest demographic group in the nation, holding more than 70% of the nation’s disposable income.
Newsmax Broadcasting strives to produce high-quality television programming for distribution to build viewership and audience loyalty, increase television revenue through license fees and advertising revenue to sustain long-term growth within targeted demographic groups, predominantly viewers (and readers) who are 45 years of age or older, which is the largest demographic group in the nation, holding more than 70% of the nation’s disposable income.
The natural supplements seek to help customers alleviate pain, reduce blood glucose, prevent heart disease, improve energy and mental acuity, and, in general, improve overall wellness. All Medix Health supplements are manufactured at third-party manufacturing facilities that are U.S. Food and Drug Administration (“FDA”) registered and meet current Good Manufacturing Practices standards.
The natural supplements seek to help customers alleviate pain, reduce blood glucose, prevent heart disease, improve energy and mental acuity, and, in general, improve overall wellness. All Medix Select supplements are manufactured at third-party manufacturing facilities that are U.S. Food and Drug Administration (“FDA”) registered and meet current Good Manufacturing Practices standards.
Newsmax Media’s significant investments in the broadcasting segment has fueled strong revenue growth and created significant potential for growth across traditional and digital platforms both domestically and internationally. In addition to the continued growth in linear cable television advertising, Newsmax TV has multiple revenue streams that it 11 expects to continue to mature over the next several years.
Newsmax Media’s significant strategic investments in the broadcasting segment has fueled strong revenue growth and created potential for growth across traditional and digital platforms both domestically and internationally. In addition to the continued growth in linear cable television advertising, Newsmax TV has multiple revenue streams that it expects to continue to mature over the next several years.
Important competitive factors include the prices charged for programming, the quantity, quality and variety of programming offered, the accessibility of such programming, the ability to adapt to new technologies and distribution platforms, quality of user experience and the effectiveness of marketing efforts. Newsmax Media’s primary competition comes from the cable networks FOX News, CNN, HLN, MSNBC and NewsNation.
Important competitive factors include the prices charged for programming, the quantity, quality and variety of programming offered, the accessibility of such programming, the ability to adapt to new technologies and distribution platforms, quality of user experience and the effectiveness of marketing efforts. Newsmax Broadcasting’s primary competition comes from the cable networks FOX News, CNN, HLN, MSNBC and NewsNation.
Overview of the Business Newsmax Inc is a television broadcaster and multi-platform content publisher that produces original news and editorial content for consumers through various media outlets, including through its TV news channels, digital and print publications, its popular website Newsmax.com and affiliated sites, its syndicated radio show and podcasts and other platforms in order to sell advertising to third-party marketers as well as offering paid subscriptions to more than a dozen digital and print products sold by Newsmax Media.
Overview of the Business Newsmax Inc. is a television broadcaster and multi-platform content publisher that produces original news and editorial content for consumers through various media outlets, including through its TV news channels, digital and print publications, its website Newsmax.com and affiliated sites, its syndicated radio show and podcasts, social media accounts, and other platforms in order to sell advertising to third-party marketers as well as offering paid subscriptions to more than a dozen digital and print products sold by Newsmax Media.
Newsmax Media’s networks and digital products also compete for their target audiences with all forms of content and other media provided to viewers, including broadcast, cable and local networks, streaming services, pay-per-view and VOD services, online activities and other forms of news, information and media entertainment.
Newsmax Broadcasting’s networks and digital products also compete for their target audiences with all forms of content and other media provided to viewers, including broadcast, cable and local networks, streaming services, pay-per-view and VOD services, online activities and other forms of news, information and media entertainment.
Newsmax Media’s goal is to reach its target audience wherever and whenever they are consuming content, as well as reaching new audiences, including broadband-only, “cord cutters” and “cord nevers.” Audience ratings and audience engagement are key drivers of advertising revenue and demand on the part of cable television operators, direct-to-home satellite operators, telecommunication service providers, and other content distributors who deliver Newsmax Media’s content to their viewers.
Newsmax Broadcastings’s goal is to reach its target audience wherever and whenever they are consuming content, as well as reaching new audiences, including broadband-only, “cord cutters” and “cord nevers.” Audience ratings and audience engagement are key drivers of advertising revenue and demand on the part of cable television operators, direct-to-home satellite operators, telecommunication service providers, and other content distributors who deliver Newsmax Broadcasting’s content to their viewers.
Newsmax Media’s key goals are to maximize its subscriber penetration on traditional cable platforms, growing its subscription base for Newsmax+, increasing audiences for its news channels, develop its footprint in international markets - all while creating additional revenue opportunities through advertising sales.
Newsmax Broadcasting’s key goals are to maximize its subscriber penetration on traditional cable platforms, growing its subscription base for Newsmax+, increasing audiences for its news channels, develop its footprint in international markets - all while creating additional revenue opportunities through advertising sales.
On March 28, 2025, in accordance with the terms of the applicable Certificates of Designation, all shares of our Series A-1 Preferred Stock, Series A-2 Preferred Stock, and Series A-3 Preferred Stock automatically converted into shares of our then existing Class A Common Stock.
On March 28, 2025, in accordance with the terms of the applicable Certificates of Designation, at our election all shares of our Series A-1 Preferred Stock, Series A-2 Preferred Stock, and Series A-3 Preferred Stock automatically converted into shares of our then existing Class A Common Stock.
Newsmax Media also competes for viewers and advertisers within a broad spectrum of television networks, including other non-news cable networks and free-to-air broadcast television networks. Newsmax Media also faces competition online from Foxnews.com , CNN.com , Politico.com , WashingtonExaminer.com , NBCNews.com , NYTimes.com , CNBC.com , Bloomberg.com and The Wall Street Journal Online, among others.
Newsmax Media also competes for viewers and advertisers within a broad spectrum of television networks, including other non-news cable networks and free-to-air broadcast television networks. We also face competition online from Foxnews.com , CNN.com , Politico.com , WashingtonExaminer.com , NBCNews.com , NYTimes.com , CNBC.com , Bloomberg.com and The Wall Street Journal Online, among others.
These business lines are grouped into two separate reportable segments which consist of Broadcasting and Digital: • Broadcasting - The broadcast segment of the Company’s business produces and licenses news, business news and lifestyle content for distribution primarily through MVPDs including cable television systems, direct broadcast satellite operators and telecommunication companies, primarily in the United States.
These business lines are grouped into two separate reportable segments that consist of Broadcasting and Digital: Broadcasting - The broadcasting segment produces and licenses news, business news and lifestyle content for distribution primarily through MVPDs including cable television systems, direct broadcast satellite operators and telecommunication companies, primarily in the United States.
These supplements have been certified as compliant with current good manufacturing practices by The Natural Products Association and are typically formulated by medical doctors who also write and edit Newsmax Media’s health newsletters. Newsmax Media retains all intellectual property rights to the supplement formulations created for Medix Health.
These supplements have been certified as compliant with current good manufacturing practices by The Natural Products Association and are typically formulated by medical doctors who also write and edit Newsmax Media’s health newsletters. Newsmax Media retains all intellectual property rights to the supplement formulations.
Newsmax Media generates revenues from license fees paid by MVPDs for its linear Newsmax channel on a per subscriber basis and also derives revenues from advertising sales made for both its linear channel and for its FAST channel.
Newsmax Broadcasting generates revenues from license fees paid by MVPDs for its linear Newsmax channel on a per subscriber basis and also derives revenues from advertising sales made for both its linear channel and for its FAST channel.
Newsmax Media also offers Newsmax2, a 24/7 FAST channel offering news and opinion shows across platforms, including Samsung, Vizio, LG, Xumo, Roku, Pluto, and others.
Newsmax Broadcasting also offers Newsmax2, a 24/7 FAST channel offering news and opinion shows across platforms, including Samsung, Vizio, LG, Xumo, Roku, Pluto, and others.
As a live linear content service, Newsmax Media seeks to offer a unique perspective and voice that resonates with audiences across those platforms and further develop a dedicated and loyal audience. Expand television and digital distribution offerings, increasing complementary sources of revenues.
As a live linear content service, Newsmax Broadcasting seeks to offer a unique perspective and voice that resonates with audiences across those platforms and further develop a dedicated and loyal audience. 11 Expand television and digital distribution offerings, increasing complementary sources of revenues.
Newsmax Media’s programming also competes for the sale of advertising with other television networks, including broadcast, cable, local networks, and other content distribution outlets for their target audiences and the sale of advertising.
Newsmax Broadcasting’s programming also competes for the sale of advertising with other television networks, including broadcast, cable, local networks, and other content distribution outlets for their target audiences and the sale of advertising.
While the audience for paid MVPDs is shrinking, Newsmax as an upstart channel continues to witness paid distribution growth while still having the potential for adding more homes.
While the audience for paid MVPDs is shrinking, Newsmax as an upstart channel continues to witness paid distribution growth while still having the potential for adding more subscribers.
Newsmax Media creates, broadcasts and distributes content using a hybrid distribution strategy that also utilizes linear cable for pay TV services. Newsmax Media’s linear channel, Newsmax, is offered to cable television systems, direct broadcast satellite operators, telecommunication companies and internet television providers, primarily in the United States.
Newsmax Broadcasting creates, broadcasts and distributes content using a hybrid distribution strategy that also utilizes linear cable for pay TV services. Newsmax Broadcasting’s linear channel, Newsmax, is offered to cable television systems, direct broadcast satellite operators, telecommunication companies and internet television providers, primarily in the United States.
Newsmax Media’s strategy is to maximize the distribution, ratings and profit potential of its television programming. Newsmax Media seeks to extend its content distribution across all platforms, including linear cable, OTT and FAST channels, which provide promotional platforms for Newsmax Media’s television content and serve as additional outlets for advertising revenue.
Newsmax Broadcasting’s strategy is to maximize the distribution, ratings and profit potential of its television programming. Newsmax Broadcasting seeks to extend its content distribution across all platforms, including linear cable, OTT and FAST channels, which provide promotional platforms for Newsmax Broadcasting’s television content and serve as additional outlets for advertising revenue.
All Medix Health supplements are offered online and usually come with a recurring subscription program. • Newsmax Digital Advertising handles all advertising and marketing offers and sales to third party companies and agencies.
All Medix Select supplements are offered online and usually come with a recurring subscription program. • Newsmax Media Digital Advertising handles all advertising and marketing offers and sales to third party companies and agencies.
Even if not valid, such claims may result in substantial costs and diversion of resources that could have an adverse effect on the Company’s operations. Employees As of March 31, 2025, the Company employed approximately 400 full-time employees.
Even if not valid, such claims may result in substantial costs and diversion of resources that could have an adverse effect on the Company’s operations. Employees As of December 31, 2025, the Company employed approximately 500 full-time employees.
This subsidiary has over 300,000 subscribers to its paid publications. • ROI Media Strategies LLC provides media buying and strategy services to third party companies and agencies, helping small companies to market their offerings across all channels of marketing, including email, broadcast, podcasts, digital, and print. • Crown Atlantic Insurance LLC is an insurance agency licensed in 50 states of the U.S. and the District of Columbia with an emphasis on life insurance and retirement solutions.
It has over 300,000 subscribers to our paid publications. 8 • ROI Media Strategies provides media buying and strategy services to third party companies and agencies, helping small companies to market their offerings across all channels of marketing, including email, broadcast, podcasts, digital, and print. • Crown Atlantic Insurance is an insurance agency licensed in 50 states of the U.S. and the District of Columbia with an emphasis on life insurance and retirement solutions.
The components of Digital are as follows: • Humanix Publishing LLC is a print and e-book publishing house that publishes books in the areas of politics, health, personal finance, history, religion and current affairs. Under Newsmax ownership, Humanix Publishing has published approximately 100 titles, including a New York Times bestseller.
Its components are: • Humanix Publishing is a print and e-book publishing house that publishes books in the areas of politics, health, personal finance, history, religion and current affairs. Under Newsmax ownership, Humanix Publishing has published approximately 100 titles, including a New York Times bestseller.
Key human capital initiatives include: Recruitment and Diversity The Company hires and promotes people based on their experience, ability and accomplishments without regard to race, gender, sexual orientation, age, religion or other personal identifiers.
Key human capital and talent management initiatives include: 13 Recruitment The Company hires and promotes people based on their experience, ability and accomplishments without regard to race, gender, sexual orientation, age, religion or other personal identifiers.
With expanded content offerings, Newsmax Media plans to expand its reach and value to audiences through traditional platform and direct-to-consumer services. Increase revenue growth through the continued delivery of premium content. Newsmax Media will continue to focus on creating high-quality content delivered through diversified publishing platforms that offers value to its audience, advertisers and distribution partners.
With expanded content offerings, we plan to expand our reach and value to audiences through traditional platform and direct-to-consumer services. Increase revenue growth through the continued delivery of premium content. We will continue to focus on creating high-quality content delivered through diversified publishing platforms that offers value to its audience, advertisers and distribution partners.
The Company uses published books as free premiums when offering subscriptions to their publications, including Newsmax Magazine and their health and financial newsletters. • Medix Health, LLC offers and sells 22 nutraceutical products. Medix Health’s products are aimed at Newsmax Media’s core demographic of consumers and cross-sold through Newsmax Media’s health newsletters.
The Company uses published books as free premiums when offering subscriptions to their publications, including Newsmax Magazine and their health and financial newsletters. • Medix Select sells 22 nutraceutical products aimed at Newsmax Media’s core demographic of consumers and cross-sold through its health newsletters.
As Newsmax Media’s share of the cable news audience continues to grow, Newsmax Media has attracted an affluent audience with a higher than average household income, making Newsmax Media an attractive and valuable platform for advertisers. Attractive financial profile with high revenue visibility and profitability and multiple levers for near-term growth.
As Newsmax Broadcasting’s share of the cable news audience continues to grow, we have attracted an affluent audience with a higher than average household income, making us an attractive and valuable platform for advertisers. We have an attractive financial profile with high revenue visibility and profitability and multiple levers for near-term growth.
Clearly identified target demographic of subscribers with high disposable income and brand loyalty. Newsmax Media has established itself as a leading cable network, with a consistent audience and subscribers with brand loyalty. With a target audience of viewers aged 45 and above, Newsmax Media’s content has resonated with this traditionally underserved audience.
We have a clearly identified target demographic of subscribers with high disposable income and brand loyalty. Newsmax Broadcasting has established itself as a leading cable network, with a consistent audience and subscribers with brand loyalty. With a target audience of viewers aged 45 and above, Newsmax Broadcasting’s content has resonated with this traditionally underserved audience.
Christopher Ruddy, our Chief Executive Officer and director (and/or his affiliates) was recapitalized, reclassified and reconstituted into one fully paid and non-assessable share of Class A Common Stock of Newsmax Inc. (the “Recapitalization”).
Christopher Ruddy, our Chief Executive Officer and director (and/or his affiliates) was recapitalized, reclassified and reconstituted into one fully paid and non-assessable share of Class A Common Stock of Newsmax Inc. (the “Recapitalization”). Shares of our Class A Common Stock have ten votes per share, and the shares of Class B Common Stock have one vote per share.
Newsmax Digital Advertising sells placements for display and native website ads, email sponsorships in Newsmax News Alerts, sponsorships for SMS/text and push notification, print ads for our magazine, inserts for our newsletters, and all advertising for radio and podcast offerings. • Newsmax Publications publishes and manages Newsmax Media’s paid subscription business.
It sells placements for display and native website ads, email sponsorships in Newsmax News Alerts, sponsorships for SMS/text and push notification, print ads for our magazine, inserts for our newsletters, and all advertising for radio and podcast offerings. • Humanix Publications publishes and manages Newsmax Media’s paid subscription business. It publishes Newsmax Magazine, five health newsletters including Health Radar, Dr.
Newsmax Media will also further develop its delivery strategies on emerging content and social platforms to increase interaction with its audience. Newsmax Media’s Competition Cable network programming is a highly competitive business.
We will also further develop our delivery strategies on emerging content and social platforms to increase interaction with our audience. Competition Cable network programming is a highly competitive business.
Between the two main operating segments, total revenue for Newsmax Media has grown from $41.8 million in 2019 to $171.0 million in 2024. Broadcasting The broadcasting segment of Newsmax Media’s business produces and licenses news, business news and lifestyle content for distribution through both MVPDs and free OTT streaming platforms.
Between the two operating segments, total revenue for Newsmax Media has grown from $41.8 million in 2020 to $189.3 million in 2025. Broadcasting The broadcasting segment of Newsmax Media’s business produces and licenses news, business news and lifestyle content for distribution through both MVPDs and free OTT streaming platforms.
World at War offers 24/7 historical documentaries and movies that have a primary focus on the wars of the past 150 years and the people who fought them. • Newsmax Radio LLC provides programming through a syndicated radio show as well as widely-available podcasts.
World at War offers 24/7 historical documentaries and movies that have a primary focus on the wars of the past 150 years and the people who fought them. • Newsmax Radio provides widely available programming through a nationally syndicated radio show and a portfolio of podcasts distributed across major audio platforms.
The Company expects to use the firm for the purposes of marketing annuities, life insurance and other insurance offerings across their platforms. Newsmax Inc.’s Operating Segments Newsmax Inc.'s business operations are conducted through two main operating segments, Broadcasting and Digital. In 2024 Broadcasting represented 76.4% of total revenues and Digital represented 23.6% of total revenues.
The Company expects to use the firm for the purposes of marketing annuities, life insurance and other insurance offerings across their platforms. Operating Segments Newsmax Inc.'s business operations are conducted through two main operating segments, Broadcasting and Digital. In 2025 Broadcasting represented $153.3 million of total revenues and Digital represented $35.9 million of total revenues.
Newsmax also has an exclusive television audience as Nielsen reports that approximately five million viewers watched Newsmax but never tuned into Fox News, and over two million viewers watched Newsmax but never tuned into Fox, CNN or MSNBC.
In 2025, the Newsmax cable news network reached over 21 million viewers, according to Nielsen. Newsmax also has an exclusive television audience as Nielsen reports that approximately five million viewers watched Newsmax but never tuned into Fox News, and over two million viewers watched Newsmax but never tuned into Fox, CNN or MSNBC.
Newsmax Media is a significant player in OTT streaming. Newsmax Media was an early player in the emerging FAST channel platforms. Newsmax Media originally offered its main Newsmax channel to such platforms for free, in exchange for a share of advertising revenue.
We have an established brand as a significant player in FAST and OTT streaming. Newsmax Broadcasting was an early player in the emerging FAST channel platforms. Newsmax Broadcasting originally offered its main Newsmax channel to such platforms for free, in exchange for a share of advertising revenue.
This subsidiary currently publishes Newsmax Magazine, five health newsletters including Health Radar, Dr. Crandall’s Heart & Health; The Blaylock Wellness Report; financial newsletters including The Dividend Machine, High Income Factor and Financial Intelligence Report, and Newsmax Platinum, our online publication.
Crandall’s Heart & Health; The Blaylock Wellness Report; financial newsletters including The Dividend Machine, High Income Factor and Financial Intelligence Report, and Newsmax Platinum, our online publication.
Growth in OTT and diversification of Newsmax Media’s content services will allow Newsmax Media to generate revenue both as a premium subscription-based service and as a FAST service on OTT platforms. Opportunities for international distribution also present additional potential to monetize the Newsmax TV service.
Growth in OTT and diversification of Newsmax Broadcasting’s content services will allow us to generate revenue both as a premium subscription-based service and as a FAST service on OTT platforms. Opportunities for international distribution also present additional potential to monetize the Newsmax TV service. Goals and Strategies Maintain and enhance leading position in news and other content production.
Newsmax Media’s Goals and Strategies Maintain and enhance leading position in news and other content production. Newsmax Media has been a leader in digital news and with the continued growth of its television service, plans to continue to invest in talent acquisition and programming that we expect to raise the profile and visibility of Newsmax Media to a broader audience.
Newsmax Broadcasting has been a leader in digital news and with the continued growth of its television service, plans to continue to invest in talent acquisition and programming that we expect to raise the profile and visibility of Newsmax to a broader audience.
In April 2024, one of the network’s major cable distributors added Newsmax into approximately five million additional customer homes, bringing the Newsmax channel’s distribution to over 50 million paid homes across the U.S.As other major cable competitors like CNN and Fox News see shrinking paid distribution footprints, Newsmax continues to grow while offering the potential for additional distribution growth.
In 2025, the network added three additional major cable distributors , bringing the Newsmax channel’s distribution to over 58 million paid homes across the U.S.As other major cable competitors like CNN and Fox News see shrinking paid distribution footprints, Newsmax continues to grow while offering the potential for additional distribution growth.
Few cable and TV channels have the ability to directly message with their audiences like Newsmax Media, giving Newsmax Media a TV-digital ecosystem that constantly generates viewers and visitors while growing company revenues through advertising and subscriptions. Newsmax Media has a mixed revenue business model, reducing the impact of advertising declines, recession and other economic impacts.
Few cable and TV channels have the ability to directly message with their audiences like Newsmax Media, giving Newsmax Media a TV-digital ecosystem that constantly generates viewers and visitors while growing company revenues through advertising and subscriptions. We have a diversified revenue business model, including multiple income streams beyond traditional cable carriage and advertising.
These podcasts include “The Newsmax Daily with Tony Marino,” a talk show with radio personality Gerry Callahan and “Greg Kelly Reports” with its TV host Greg Kelly. • Digital - The digital segment generates revenues through (1) online advertising, including online display, email advertising, other online placements and print advertisements, (2) subscriptions, including our collection of specialized health and financial newsletters, Newsmax Magazine and four online membership 8 programs, and (3) e-commerce, primarily through our subsidiaries that sell nutraceutical and nonfiction books on political, financial and health-related topics.
Digital - The digital segment generates revenues through (1) online advertising, including online display, email advertising, other online placements and print advertisements, (2) subscriptions, including our collection of specialized health and financial newsletters, Newsmax Magazine and four online membership programs, and (3) e-commerce, primarily through our subsidiaries that sell nutraceutical and nonfiction books on political, financial and health-related topics.
Shares of our Class A Common Stock have ten votes per share, and the shares of Class B Common Stock have one vote per share. 7 Furthermore, on March 28, 2025, we effectuated a forward stock split (the “Forward Stock Split”) of all of the outstanding shares of Newsmax Inc. at a ratio of 6,765.396:1 (the “Forward Stock Split Ratio”).
On March 28, 2025, we effectuated a forward stock split (the “Forward Stock Split”) of all of the outstanding shares of Newsmax Inc. at a ratio of 6,765.396:1 (the “Forward Stock Split Ratio”).
Newsmax Media’s employee handbook creates our framework for addressing complaints and taking remedial measures as needed. Company employees are required to engage in interpersonal training programs that foster a strong, positive work environment.
Creating and maintaining an environment free of discrimination and harassment begins at the highest leadership level of the Company and is embedded throughout our policies and practices. Newsmax Media’s employee handbook creates our framework for addressing complaints and taking remedial measures as needed. Company employees are required to engage in interpersonal training programs that foster a strong, positive work environment.
Digital The Newsmax Media digital platform includes Newsmax.com and affiliated websites, which together draw more than five million unique monthly visitors, more than five million email opt-in subscribers, approximately seven million subscribers to its push mobile and SMS text messaging alerts, and upwards of 16 million social media followers on its social media platforms including Facebook (over 4.7 million), X (over 2.7 million), YouTube (approximately 2.2 million), Truth Social (over 2.1 million), Instagram (approximately 1.9 million), Rumble (approximately 1.2 million), Gettr (over 995,000), Threads (over 175,000), TikTok (over 55,000), LinkedIn (approximately 72,000) and Telegram (over 6,700).
The subscription price for Newsmax+ varies depending on whether a subscribed viewer chooses an annual or a monthly subscription. 9 Digital The Newsmax Media digital platform includes Newsmax.com and affiliated websites, which together draw more than eight million unique monthly visitors, more than five million email opt-in subscribers, approximately seven million subscribers to its push mobile and SMS text messaging alerts, and upwards of 23 million social media followers on its social media platforms including Facebook (over 5.8 million), X (over 3.6 million), YouTube (approximately 2.5 million), Truth Social (over 5.8 million), Instagram (approximately 2.1 million), Rumble (approximately 1.3 million), Gettr (over 1,300,000), Threads (over 579,000), and TikTok (over 182,000).
The CPRA amendment requires that a business’ collection, use, retention, and sharing of a consumer’s personal information be “reasonably necessary and proportionate to achieve the purposes for which the personal information was collected or processed, or for another disclosed purpose that is compatible with the context in which the personal information was collected, and not further processed in a manner that is incompatible with those purposes.
The CPRA amendment requires that a business’ collection, use, retention, and sharing of a consumer’s personal information be “reasonably necessary and proportionate to achieve the purposes for which the personal information was collected or processed, or for another disclosed purpose that is compatible with the context in which the personal information was collected, and not further processed in a manner that is incompatible with those purposes. 12 A number of privacy and data security bills that address the collection, maintenance and use of personal information, breach notification requirements and cybersecurity are pending or have been adopted at the state and federal level, which would impose additional obligations on businesses.
The components of Broadcasting are as follows: • Newsmax Broadcasting LLC provides programming through three channels, Newsmax, Newsmax2, and World at War. Newsmax and World at War are linear cable channels available on pay TV services, and Newsmax2, is a free streaming channel.
Its components are: • Newsmax Broadcasting provides programming through three channels, Newsmax, Newsmax2, and World at War. Newsmax and World at War are linear cable channels available on pay TV services, and Newsmax2, is a free streaming channel. Both Newsmax and Newsmax2 offer 24/7 television news and informational programming channels which are distributed through both cable and digital streaming platforms.
Newsmax Media’s websites and apps provide live and/or on-demand streaming of network-related programming to allow video subscribers of Newsmax Media’s participating distribution partners to view content via the Internet. Newsmax Inc’s Competitive Strengths Fast-growing news network with an established brand and loyal audience that is valued by advertisers.
Newsmax Digital’s websites and apps provide live and/or on-demand streaming of network-related programming to allow video subscribers of Newsmax Media’s participating distribution partners to view content via the Internet. Competitive Strengths We are a fast-growing national news network with expanding multi-platform distribution across linear, streaming and digital platforms.
Newsmax Media uses these digital platforms to successfully drive audiences to its linear cable channels consisting of Newsmax and World at War, its smartphone app, Newsmax2 and its streaming service Newsmax+. At the same time, Newsmax Media has used its large television and social media audiences to continue to grow its digital properties and, in turn, their databases.
At the same time, Newsmax Media has used its large television and social media audiences to continue to grow its digital properties and, in turn, their databases.
A survey conducted by YouGov/The Economist found that Newsmax was among the most trusted news brands in cable television. Unlike competitors, Newsmax Media has potential for growth in both linear and virtual MVPD platforms.
A survey conducted by YouGov/The Economist found that Newsmax was among the most trusted news brands in cable television. We are well positioned expand distribution to reach new audiences across linear and virtual MVPD platforms.
Any fractional shares resulting from the Forward Stock Split were rounded to the nearest whole share. Private Placement In June 2024, the Company launched an offering of its Series B Preferred Stock in a private placement pursuant to Regulation D of the Securities Act of 1933, as amended (the “Private Placement”).
All share and per share amounts for all periods presented in this Annual Report have been retroactively adjusted to reflect the Forward Stock Split. 6 Private Placement In June 2024, the Company launched an offering of its Series B Preferred Stock in a private placement pursuant to Regulation D of the Securities Act of 1933, as amended (the “Private Placement”).
Harassment, discrimination, retaliation, and threats to health and safety all undermine our working environment of trust and make it harder for people to excel.
Harassment, discrimination, retaliation, and threats to health and safety all undermine our working environment of trust and make it harder for people to excel. Therefore, it is the Company’s policy to provide a safe work environment free from this or any other unlawful conduct.
Newsmax Media began digital media operations in September of 1998. For 25 years, Newsmax Media has invested heavily in its digital infrastructure, including its popular website, opt-in email database, SMS and app push notifications, customer and subscriber databases, and more than 16 million social media followers. Newsmax Media has a regular digital reach of over 17 million Americans per month.
Newsmax Media's long-standing digital operations include proprietary websites, opt-in communication channels and a substantial social media audience that support audience acquisition and retention. For 25 years, Newsmax Media has invested heavily in its digital infrastructure, including its popular website, opt-in email database, SMS and app push notifications, customer and subscriber databases, and more than 23 million social media followers.
For details of the conversion terms, see "Description of Capital Stock" in our offering statement on Form 1-A filed with the SEC on March 19, 2025.
All shares of Series B Preferred Stock automatically converted into shares of Class B Common Stock. (The conversion of all of the Company's Preferred Stock is referred to together as the “Conversion”). For details of the conversion terms, see “Description of Capital Stock” in our offering statement on Form 1-A filed with the SEC on March 19, 2025.
In connection with the Private Placement, the Company issued a three-year warrant to Digital Offering, LLC, as placement agent for the Private Placement, exercisable for 900 shares of Series B Preferred Stock with an exercise price per share of $5,000.
Following the conversion of the underlying Series B preferred stock into Class B common stock in connection with our March 28, 2025 initial public offering, Digital Offering, LLC has a warrant to purchase 900 shares of Class B common stock at an exercise price of $5,000 per share.
In 2023, Newsmax Broadcasting launched its streaming service, Newsmax+, and, as of December 31, 2024, had approximately 280,000 viewers subscribed for the subscription service paying $50 or more per year. Newsmax+ offers subscribers the ability to watch the Newsmax, Newsmax2, and World of War channels at any time using apps found on their home TV, phone or tablet devices.
Newsmax+ offers subscribers the ability to watch the Newsmax, Newsmax2, and World of War channels at any time using apps found on their home TV, phone or tablet devices. The service also offers licensed and original documentaries, movies, series and news specials.
Also on November 1, 2023, Newsmax Media launched Newsmax+, its streaming service. Subscribers are offered annual subscriptions at $49.99 or monthly subscriptions at $4.99. The Newsmax+ service offers access to Newsmax, Newsmax2, program archives, news specials and documentaries. Newsmax Media has an extensive digital presence, giving it an advantage over new television news competitors.
Subscribers are offered annual subscriptions at $49.99 or monthly subscriptions at $4.99. The Newsmax+ service offers access to Newsmax, Newsmax2, program archives, news specials and documentaries. 10 We have developed extensive digital infrastructure to support continued audience acquisition and retention.
While most competitors rely solely on cable license fees and advertising, Newsmax Media has a revenue model utilizing multiple streams of income.
Newsmax Media has a revenue model utilizing multiple income streams.
Newsmax Media operates several business lines through its Subsidiaries and divisions, creating a synergistic effect on audience growth, revenues and customer acquisition.
Overall, the Newsmax brand is now available in more than 100 countries across five continents, with content distributed in multiple languages to broad international audiences. 7 Newsmax Media operates several business lines through its Subsidiaries, creating a synergistic effect on audience growth, revenues and customer acquisition.
Newsmax Media’s print and digital magazine, Newsmax Magazine , has approximately 300,000 monthly readers and the Newsmax app has been downloaded over 10 million times.
The Newsmax app has been downloaded over 20 million times.
According to Kagan, Fox News, CNN, CNBC, Fox Business and 9 MSNBC have average monthly affiliate fees per subscriber equal to $2.52, $1.30, $0.64, $0.39 and $0.83, respectively. Given that Newsmax Media has audience numbers equal to or better than such competitors, Newsmax Media sees the potential for significant revenue growth in this area.
Given that Newsmax Media has audience numbers equal to or better than certain of these competitors, Newsmax Broadcasting sees the potential for revenue growth in this area.
However, on November 1, 2023, as a result of the renewal of MVPD license agreements, the Newsmax channel was no longer available free to FAST channel platforms. Instead, Newsmax Media moved to replace the Newsmax channel with Newsmax2, a 24/7 news channel that provides news programming, documentaries and opinion programs.
We then transitioned our streaming approach by replacing the free simulcast of our cable channel on FAST platforms with the dedicated FAST channel Newsmax2 in alignment with MVPD license renewals. Newsmax2 was created as a 24/7 news channel providing news programming, documentaries and opinion programs. We also launched Newsmax+, its streaming service.
Removed
At our election, all shares of our Series A Preferred Stock also converted into shares of Class A Common Stock. All shares of Series B Preferred Stock automatically converted into shares of Class B Common Stock. (The conversion of all of the Company's Preferred Stock is referred to together as the "Conversion").
Added
Any fractional shares resulting from the Forward Stock Split were rounded to the nearest whole share.
Removed
Both Newsmax and Newsmax2 offer 24/7 television news and informational programming channels which are distributed through both cable and digital streaming platforms.
Added
Initial Public Offering and Listing On February 27, 2025, the Company completed the sale of the remaining Series B Preferred Stock from the PPM raising approximately $87.0 million.
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Newsmax Media’s television advertisement sales have increased by 512% compared to 2020 ($14.6 million to $89.4 million). According to MediaPost, the combined television advertising revenue of Fox News, CNN and MSNBC decreased by 0.4% from 2023 to 2024, while Newsmax Media’s television advertisement sales revenue grew by 1.2%.
Added
On March 24, 2025, a majority in interest of the shareholders of the Company approved the amending and restating of the Company's Articles of Incorporation, the recapitalization of the Company's capital stock, the appointment of directors, and the 2025 Omnibus Equity Incentive Plan.
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The service also offers licensed and original documentaries, movies, series and news specials. The subscription price for Newsmax+ varies depending on whether a subscribed viewer chooses an annual or a monthly subscription, with annual subscriptions costing less than monthly subscriptions.
Added
On March 28, 2025, the Company completed its initial public offering, resulting in total net proceeds of approximately $67.5 million. On March 28, 2025 the Company also amended and restated its Articles of Incorporation to reclassify its authorized share capital to implement a dual class of securities.
Removed
Newsmax Media has established itself as a premium news brand with loyal audience across multiple platforms, including linear cable MVPDs, OTT streaming, digital and print. With recent key talent acquisitions and a management team poised to drive continued growth, Newsmax Media has established itself as a news service that has consistently gained new viewers and retained existing viewers.
Added
On March 31, 2025, the Company listed on The New York Stock Exchange under the ticker symbol “NMAX”.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf Medix Health’s customers withdraw or recall products related to ingredients that we provide to them, as has occurred in the past, they may make claims against us. 25 Newsmax Inc.’s principal asset is its ownership interest in Newsmax Media and the revenue generated by such asset may not be sufficient to pay our expenses or dividends or make distributions or loans to enable us to pay dividends on our capital stock.
Biggest changeNewsmax Inc.’s principal asset is its ownership interest in Newsmax Media and the revenue generated by such asset may not be sufficient to pay our expenses or dividends or make distributions or loans to enable us to pay dividends on our capital stock. Newsmax Inc. has no direct operations and no significant assets other than its ownership of Newsmax Media.
Risks Related to our Securities Investing in the our securities is a highly speculative investment and could result in the loss of your entire investment. An investment in our securities is significantly speculative and involves significant risks. Our securities should not be purchased by any person who cannot afford the loss of his, her or its entire purchase price.
Risks Related to our Securities Investing in our securities is a highly speculative investment and could result in the loss of your entire investment. An investment in our securities is significantly speculative and involves significant risks. Our securities should not be purchased by any person who cannot afford the loss of his, her or its entire purchase price.
As a smaller reporting company and an an emerging growth company, we are able to take advantage of certain exemptions from disclosure requirements including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements that we will be required to file with the SEC.
As a smaller reporting company and an emerging growth company, we are able to take advantage of certain exemptions from disclosure requirements including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements that we will be required to file with the SEC.
The market price of the Class B Common Stock is likely to be highly volatile and may be subject to wide fluctuations in response to a variety of factors, including the following: • regulatory or legal developments in the United States; • inability to obtain additional funding; • failure to meet or exceed financial projections we provide to the public; • failure to meet or exceed the estimates and projections of the investment community; • changes in the market valuations of companies similar to ours; • announcements of significant acquisitions, strategic collaborations, joint ventures or capital commitments by us or our competitors; • additions or departures of key personnel; • sales of the Class B Common Stock by us or our stockholders in the future; • trading volume of the Class B Common Stock; • general economic, industry and market conditions; • natural or man-made disasters which could significantly disrupt our operations; and • the other factors described in this “Risk Factors” section.
The market price of the Class B Common Stock is likely to be highly volatile and may be subject to wide fluctuations in response to a variety of factors, including the following: • regulatory or legal developments in the United States; • inability to obtain additional funding; • failure to meet or exceed financial projections we provide to the public; • failure to meet or exceed the estimates and projections of the investment community; 34 • changes in the market valuations of companies similar to ours; • announcements of significant acquisitions, strategic collaborations, joint ventures or capital commitments by us or our competitors; • additions or departures of key personnel; • sales of the Class B Common Stock by us or our stockholders in the future; • trading volume of the Class B Common Stock; • general economic, industry and market conditions; • natural or man-made disasters which could significantly disrupt our operations; and • the other factors described in this “Risk Factors” section.
In particular, our Amended and Restated Articles of Incorporation, our Amended and Restated Bylaws, and Florida law, as applicable, among other things: • require advance notice for shareholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of shareholders of not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting of stockholders; • permit only the Chairperson of the board of directors or the Chief Executive Officer of the Company, or the Secretary of the Company upon the written request of the holders of record of not less than a majority of the 36 voting power of all the then-outstanding shares of capital stock of the Company, to call a special meeting of the stockholders; and • provide that stockholders may amend any provisions of the Amended and Restated Bylaws by obtaining the affirmative vote of the holders of not less than a majority of the voting power of all the then-outstanding shares of capital stock of the Company.
In particular, our Amended and Restated Articles of Incorporation, our Amended and Restated Bylaws, and Florida law, as applicable, among other things: • require advance notice for shareholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of shareholders of not less than 90 days nor more than 120 days prior to the one-year anniversary of the preceding year’s annual meeting of stockholders; • permit only the Chairperson of the board of directors or the Chief Executive Officer of the Company, or the Secretary of the Company upon the written request of the holders of record of not less than a majority of the voting power of all the then-outstanding shares of capital stock of the Company, to call a special meeting of the stockholders; and • provide that stockholders may amend any provisions of the Amended and Restated Bylaws by obtaining the affirmative vote of the holders of not less than a majority of the voting power of all the then-outstanding shares of capital stock of the Company.
To the extent that there are disruptions in its or third-party payment processing systems, errors in charges made to subscribers, material changes in the payment ecosystem such as large re-issuances of payment 28 cards by credit card issuers, and/or changes to rules, regulations or industry standards concerning payment processing, we could experience increased costs and/or be subject to fines and/or civil liability, which could harm our reputation and adversely impact the Company’s revenue, operating expenses and results of operations.
To the extent that there are disruptions in its or third-party payment processing systems, errors in charges made to subscribers, material changes in the payment ecosystem such as large re-issuances of payment cards by credit card issuers, and/or changes to rules, regulations or industry standards concerning payment processing, we could experience increased costs and/or be subject to fines and/or civil liability, which could harm our reputation and adversely impact the Company’s revenue, operating expenses and results of operations.
For this reason, each investor should read this Annual Report together with all other filings the Company makes with the SEC including all exhibits thereto carefully and should consult with their own attorney and business/tax advisor prior to making any investment decision. 32 Newsmax Inc. does not intend to pay cash dividends on its capital stock in the foreseeable future.
For this reason, each investor should read this Annual Report together with all other filings the Company makes with the SEC including all exhibits thereto carefully and should consult with their own attorney and business/tax advisor prior to making any investment decision. Newsmax Inc. does not intend to pay cash dividends on its capital stock in the foreseeable future.
Alternatively, if a court were to find these provisions of our Amended and Restated Articles of Incorporation inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition and results of operations.
Alternatively, if a court were to find these provisions of our Amended and Restated Articles of Incorporation inapplicable to, or unenforceable in respect of, one or more of the 36 specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financial condition and results of operations.
If these matters are adversely resolved, the Company may be required to recognize additional charges to its tax provisions and pay significant additional amounts with respect to current or prior periods or our taxes in the future could increase, which could have a material adverse effect on our financial condition or results of operations.
If 29 these matters are adversely resolved, the Company may be required to recognize additional charges to its tax provisions and pay significant additional amounts with respect to current or prior periods or our taxes in the future could increase, which could have a material adverse effect on our financial condition or results of operations.
Changes in tax laws, regulations, practices or the interpretations thereof (including changes in legislation currently being considered) could affect the 29 Company’s results of operations. Judgment is required in evaluating and estimating our provision and accruals for taxes. In addition, transactions occur during the ordinary course of business or otherwise for which the ultimate tax determination is uncertain.
Changes in tax laws, regulations, practices or the interpretations thereof (including changes in legislation currently being considered) could affect the Company’s results of operations. Judgment is required in evaluating and estimating our provision and accruals for taxes. In addition, transactions occur during the ordinary course of business or otherwise for which the ultimate tax determination is uncertain.
We intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends on our securities in the foreseeable future. Newsmax Inc. may issue shares of preferred stock that would have a liquidation preference to its common stock.
We intend to retain all available funds and any future earnings for use in the operation and expansion of our business and do not anticipate paying any cash dividends on our securities in the foreseeable future. 32 Newsmax Inc. may issue shares of preferred stock that would have a liquidation preference to its common stock.
The Company seeks to limit the threat of content piracy as well as cable and direct broadcast satellite programming signal theft; however, policing unauthorized use of the Company’s products and 26 services and related intellectual property is often difficult, and the steps taken by the Company may not in every case prevent infringement.
The Company seeks to limit the threat of content piracy as well as cable and direct broadcast satellite programming signal theft; however, policing unauthorized use of the Company’s products and services and related intellectual property is often difficult, and the steps taken by the Company may not in every case prevent infringement.
The Company’s systems store and process confidential subscriber, employee and other sensitive personal and Company data, and therefore maintaining the Company’s network security is of critical importance. In addition, the Company relies on the technology and systems provided by third-party vendors (including cloud-based service providers) for a variety of operations.
The Company’s systems store and process confidential subscriber, employee and other sensitive personal and Company data, and therefore maintaining the Company’s network security is of critical importance. In addition, the 27 Company relies on the technology and systems provided by third-party vendors (including cloud-based service providers) for a variety of operations.
Newsmax Media and its other Subsidiaries may be, and in the past have been, subject to unfavorable litigation that could require it to pay significant amounts, lead to onerous operating procedures or have a material adverse effect on the Company’s financial position, results of operations and cash flows.
Newsmax Media and its Subsidiaries may be, and in the past have been, subject to unfavorable litigation that could require it to pay significant amounts, lead to onerous operating procedures or have a material adverse effect on the Company’s financial position, results of operations and cash flows.
We have previously granted anti-dilution rights in the form of preemptive rights to certain holders of our capital stock. As such, at any time we intend to issue additional shares of our stock that would dilute such holders, they would first 35 have the right to acquire additional shares to maintain their pro rata ownership in Newsmax Inc.
We have previously granted anti-dilution rights in the form of preemptive rights to certain holders of our capital stock. As such, at any time we intend to issue additional shares of our stock that would dilute such holders, they would first have the right to acquire additional shares to maintain their pro rata ownership in Newsmax Inc.
Thus, the mere publication of reports asserting that such products may be harmful could have a material adverse effect on us, regardless of whether these reports are scientifically supported. 24 Publicity related to dietary supplements may also result in increased regulatory scrutiny of our industry.
Thus, the mere publication of reports asserting that such products may be harmful could have a material adverse effect on us, regardless of whether these reports are scientifically supported. Publicity related to dietary supplements may also result in increased regulatory scrutiny of our industry.
Notwithstanding the foregoing sentence, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under U.S. federal securities laws, including the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the "Exchange Act").
Notwithstanding the foregoing sentence, the federal district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under U.S. federal securities laws, including the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Company has taken measures to detect and reduce fraud but these measures may not be effective and may need to be continually improved as fraudulent schemes become more sophisticated. These measures may add friction to its subscription processes, which could adversely affect our ability to add new subscribers.
The Company has taken measures to detect and reduce fraud but these measures may not be effective 28 and may need to be continually improved as fraudulent schemes become more sophisticated. These measures may add friction to its subscription processes, which could adversely affect our ability to add new subscribers.
Additionally, in 2023, a counterparty to a commercial agreement with Newsmax asserted various legal contractual and non-contractual claims against Newsmax, including breach of contract claims and claims that Newsmax violated certain federal and state laws. In March 2023, Newsmax and the counterparty entered into a settlement agreement to resolve these claims prior to the commencement of any litigation against Newsmax.
In 2023, a counterparty to a commercial agreement with Newsmax asserted various legal contractual and non-contractual claims against Newsmax, including breach of contract claims and claims that Newsmax violated certain federal and state laws. In March 2023, Newsmax and the counterparty entered into a settlement agreement to resolve these claims prior to the commencement of any litigation.
This index specifically includes voting rights in 33 the weighting criteria and construction methodology and aims to better align constituent weights with economic rights and voting power, while continuing to represent the performance of a broad opportunity set.
This index specifically includes voting rights in the weighting criteria and construction methodology and aims to better align constituent weights with economic rights and voting power, while continuing to represent the performance of a broad opportunity set.
The ability of our board to establish the rights and issue substantial amounts of preferred stock without the need for shareholder approval may delay or deter a change in control of us.
The ability of our board of directors to establish the rights and issue substantial amounts of preferred stock without the need for shareholder approval may delay or deter a change in control of us.
If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, we may not be able to accurately report our financial condition, results of operations or cash flows. 38 The Sarbanes-Oxley Act requires, among other things, that public reporting companies maintain effective internal controls for financial reporting and disclosure controls and procedures.
If we are unable to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to maintain effective internal control over financial reporting, we may not be able to accurately report our financial condition, results of operations or cash flows. 37 The Sarbanes-Oxley Act requires, among other things, that public reporting companies maintain effective internal controls for financial reporting and disclosure controls and procedures.
Also in 1905, MSCI, a leading stock index provider, opened public consultations on its treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices.
Also in 2017, MSCI, a leading stock index provider, opened public consultations on its treatment of no-vote and multi-class structures and temporarily barred new multi-class listings from certain of its indices; however, in October 2018, MSCI announced its decision to include equity securities “with unequal voting structures” in its indices.
Failure to remediate any material weakness in Newsmax Inc.’s internal control over financial reporting, or to implement or maintain 39 other effective control systems required of public companies, could also restrict Newsmax Inc.’s future access to the capital markets. ITEM 1B. UNRESOLVED STAFF COMMENTS None.
Failure to remediate any material weakness in Newsmax Inc.’s internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict Newsmax Inc.’s future access to the capital markets. 38 ITEM 1B. UNRESOLVED STAFF COMMENTS None.
These factors include economic conditions and perceptions of such conditions by consumers, employment rates, the level of consumers’ disposable income, business conditions, interest rates, consumer debt levels and availability of credit. Consumer spending on Medix Health’s current and planned products may be adversely affected by changes in general economic conditions.
These factors include economic conditions and perceptions of such conditions by consumers, employment rates, the level of consumers’ disposable income, business conditions, interest rates, consumer debt levels and availability of credit. Consumer spending on Medix Select’s current and planned products may be adversely affected by changes in general economic conditions.
Adverse publicity may have a material adverse effect on our business, financial condition, results of operations and cash flows. The nutraceuticals industry is highly competitive, and Medix Health’s failure to compete effectively could adversely affect its market share, financial condition, and future growth.
Adverse publicity may have a material adverse effect on our business, financial condition, results of operations and cash flows. The nutraceuticals industry is highly competitive, and Medix Select’s failure to compete effectively could adversely affect its market share, financial condition, and future growth.
The industry of nutraceutical and wellness-related supplements and products we produce is highly competitive with respect to price, brand and product recognition and new product introductions. Several of Medix Health’s competitors are larger, more established and possess greater financial, personnel, distribution and other resources.
The industry of nutraceutical and wellness-related supplements and products we produce is highly competitive with respect to price, brand and product recognition and new product introductions. Several of Medix Select’s competitors are larger, more established and possess greater financial, personnel, distribution and other resources.
Any interruption to Medix Health’s distribution channels for Medix Health’s products for any reason, such as disruption of distribution channels as a result of weather, terrorism or acts of war, fire, earthquake, or other national disaster, a work stoppage or other labor-related disruption, could adversely affect Medix Health’s sales and results of operations.
Any interruption to Medix Select’s distribution channels for Medix Select’s products for any reason, such as disruption of distribution channels as a result of weather, terrorism or acts of war, fire, earthquake, or other national disaster, a work stoppage or other labor-related disruption, could adversely affect Medix Select’s sales and results of operations.
It is anticipated that all NOLs subject to the IRC Section 382 limitations will be available to be utilized in future years. An “ownership change” could limit our ability to utilize tax loss and credit carryforwards to of set future taxable income.
It is anticipated that all NOLs subject to the IRC Section 382 limitations will be available to be utilized in future years. An “ownership change” could limit our ability to utilize tax loss and credit carryforwards to off set future taxable income.
Any such charge could be material to the Company’s reported net earnings. Adverse publicity or negative public perception regarding particular ingredients or products or the nutraceuticals industry in general could adversely affect the financial performance of those portions of the Company’s nutraceuticals business, Medix Health.
Any such charge could be material to the Company’s reported net earnings. Adverse publicity or negative public perception regarding particular ingredients or products or the nutraceuticals industry in general could adversely affect the financial performance of those portions of the Company’s nutraceuticals business, Medix Select.
Medix Health’s operating results are impacted by the health of the North American economies. Medix Health’s business and financial performance may be adversely affected by current and future economic conditions, such as a reduction in the availability of credit, financial market volatility or recession.
Medix Select’s operating results are impacted by the health of the North American economies. Medix Select’s business and financial performance may be adversely affected by current and future economic conditions, such as a reduction in the availability of credit, financial market volatility or recession.
We are also subject to product liability claims involving products containing diacetyl and related chemicals. While Medix Health is covered by product liability insurance, the costs relating to any product liability claims could be substantial, and its insurance may not be sufficient to cover all losses related to any product liability claims.
We are also subject to product liability claims involving products containing diacetyl and related chemicals. While Medix Select is covered by product liability insurance, the costs relating to any product liability claims could be substantial, and its insurance may not be sufficient to cover all losses related to any product liability claims.
The levels of our traffic and engagement with our brands and content are critical to Newsmax Media’ success. If Newsmax Media fails to increase its traffic, or if traffic engagement or ad engagement declines, its revenue, business and operating results may be harmed.
The levels of our traffic and engagement with our brands and content are critical to Newsmax Media’s success. If Newsmax Media fails to increase its traffic, or if traffic engagement or ad engagement declines, its revenue, business and operating results may be harmed.
During the evaluation and testing process, if Newsmax Inc. identifies one or more material weaknesses in its internal control over financial reporting, it may be unable to assert that its internal control over financial reporting is effective.
During our evaluation and testing process, if Newsmax Inc. identifies one or more material weaknesses in its internal control over financial reporting, it may be unable to assert that its internal control over financial reporting is effective.
All of these investments are subject to credit, liquidity, market and interest rate risk.
All of these investments are subject to credit, liquidity, market and 25 interest rate risk.
The potential effects of this legislation are far-reaching and may require us to modify our data processing practices and policies and incur substantial costs and expenses in compliance and potential ligation efforts.
The potential effects of this legislation are far-reaching and may require us to modify our data processing practices and policies and incur substantial costs and expenses in compliance and potential litigation efforts.
Medix Health faces competition from large nationally known manufacturers, private label brands and many smaller manufacturers of dietary and nutrition supplements; and in the mass-market distribution channel from manufacturers, major private label manufacturers and others.
Medix Select faces competition from large nationally known manufacturers, private label brands and many smaller manufacturers of dietary and nutrition supplements; and in the mass-market distribution channel from manufacturers, major private label manufacturers and others.
Private label brands at mass-market chains represent substantial sources of income for these merchants and the mass-market merchants often support their own labels at the expense of other brands. As such, the growth of Medix Health’s current and planned products within the nutraceutical industry are highly competitive and uncertain.
Private label brands at mass-market chains represent substantial sources of income for these 24 merchants and the mass-market merchants often support their own labels at the expense of other brands. As such, the growth of Medix Selects’s current and planned products within the nutraceutical industry are highly competitive and uncertain.
Medix Health sells nutraceuticals for human consumption or contact. These products involve risks such as contamination or spoilage, tampering, defects, and other adulteration. If the consumption or use of Medix Health’s products causes product damage, injury, illness, or death, we may be subject to liability, including class action lawsuits and other civil and governmental litigation.
Medix Select sells nutraceuticals for human consumption or contact. These products involve risks such as contamination or spoilage, tampering, defects, and other adulteration. If the consumption or use of Medix Select’s products causes product damage, injury, illness, or death, we may be subject to liability, including class action lawsuits and other civil and governmental litigation.
In addition, pandemics, natural and other disasters, acts of terrorism, and political uncertainties or hostilities can also lead to a reduction in advertising expenditures as a result of economic uncertainty, disrupted programming and services or reduced advertising spots due to pre-emptions.
In addition, pandemics, natural and other disasters, acts of terrorism, and political uncertainties or hostilities can also lead to a reduction in advertising expenditures as a result of economic uncertainty, disrupted programming and services or reduced advertising spots due to preemptions.
As of March 31, 2025, we do not have the appropriate accounting personnel to adequately execute our accounting processes and other supervisory resources with which to address our internal control over financial reporting and IT personnel to ensure compliance with cybersecurity disclosure requirements imposed by the SEC.
As of December 31, 2025, we did not have the appropriate accounting personnel to adequately execute our accounting processes and other supervisory resources with which to address our internal control over financial reporting and IT personnel to ensure compliance with cybersecurity disclosure requirements imposed by the SEC.
A majority of Newsmax Inc.’s voting stock is owned by a small number of owners. As of March 28, 2025, the Chief Executive Officer of Newsmax Inc., Christopher Ruddy, holds 39,239,297 shares of Class A Common Stock. Each share of Class A Common Stock gives the holder ten votes per share.
A majority of Newsmax Inc.’s voting stock is owned by a small number of owners. As of March 19, 2026, the Chief Executive Officer of Newsmax Inc., Christopher Ruddy, holds 39,239,297 shares of Class A Common Stock. Each share of Class A Common Stock gives the holder ten votes per share.
Negative public perception may also arise from regulatory investigations, regardless of whether those investigations involve Medix Health. Medix Health is highly dependent upon consumers’ perception of the safety and quality of products that contain Medix Health’s ingredients as well as similar products distributed by other companies.
Negative public perception may also arise from regulatory investigations, regardless of whether those investigations involve Medix Select. Medix Select is highly dependent upon consumers’ perception of the safety and quality of products that contain Medix Select’s ingredients as well as similar products distributed by other companies.
The Company’s nutraceuticals business, Medix Health, is subject to inherent risks relating to product liability and personal injury claims, its quality control processes may fail to detect issues in the ingredients used in its products and the Company’s product liability insurance may be insufficient to cover possible claims against us which would adversely affect Medix Health’s operating results.
Medix Select is subject to inherent risks relating to product liability and personal injury claims, its quality control processes may fail to detect issues in the ingredients used in its products and the Company’s product liability insurance may be insufficient to cover possible claims against us which would adversely affect operating results.
If Newsmax Inc. is unable to conclude that its internal control over financial reporting is effective after it becomes a public reporting company, it could lose investor confidence in the accuracy and completeness of its financial reports, the value of the Shares could decline, and it could be subject to sanctions or investigations by regulatory authorities.
If Newsmax Inc. is unable to conclude that its internal control over financial reporting is effective, it could lose investor confidence in the accuracy and completeness of its financial reports, the value of the Shares could decline, and it could be subject to sanctions or investigations by regulatory authorities.
If Medix Health cannot compete effectively, Medix Health may not be profitable. Any interruption to Medix Health’s distribution channels for its planned products or in its warehousing facilities could adversely affect its sales and results of operations.
If Medix Select cannot compete effectively, Medix Select may not be profitable. Any interruption to Medix Select’s distribution channels for its planned products or in its warehousing facilities could adversely affect its sales and results of operations.
As of December 31, 2024, we had federal net operating loss (“NOL”) carryforwards of approximately $156 million, which may be utilized by us subject to certain limitations. If the NOLs are not utilized, the federal NOL carryforwards will expire in various amounts beginning in 2031.
As of December 31, 2025, we had federal net operating loss (“NOL”) carryforwards of approximately $240.7 million, which may be utilized by us subject to certain limitations. If the NOLs are not utilized, the federal NOL carryforwards will expire in various amounts beginning in 2031.
If NYSE delists our Class B Common Stock and we are not able to list the shares on another national securities exchange, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our stockholders: • the liquidity of the Class B Common Stock; • the market of the Class B Common Stock; • our ability to obtain financing for the continuation of our operations; • the number of investors that will consider investing in the Class B Common Stock; • the number of market makers in the Class B Common Stock; • the availability of information concerning the trading prices and volume of the Class B Common Stock; and • the number of broker-dealers willing to execute trades in the Class B Common Stock. 34 The market price of our Class B Common Stock may be volatile and fluctuate substantially, which could result in substantial losses.
If NYSE delists our Class B Common Stock and we are not able to list the shares on another national securities exchange, a reduction in some or all of the following may occur, each of which could have a material adverse effect on our stockholders: • the liquidity of the Class B Common Stock; • the market of the Class B Common Stock; • our ability to obtain financing for the continuation of our operations; • the number of investors that will consider investing in the Class B Common Stock; • the number of market makers in the Class B Common Stock; • the availability of information concerning the trading prices and volume of the Class B Common Stock; and • the number of broker-dealers willing to execute trades in the Class B Common Stock.
The purchase of many of Medix Health’s nutraceutical products are discretionary and may be negatively impacted by adverse trends in the general economy and make it more difficult for Medix Health to generate revenues.
The purchase of many of Medix Select’s nutraceutical products are discretionary and may be negatively impacted by adverse trends in the general economy and make it more difficult for Medix Select to generate revenues.
In addition, the parties also entered into an amendment to their commercial agreement. As of March 31, 2025, and pursuant to the payment schedule associated with this settlement agreement, the Company has a total of $34.0 million remaining to be paid over time.
In addition, the parties also entered into an amendment to their commercial agreement. As of December 31, 2025, and pursuant to the payment schedule associated with this settlement agreement, the Company has a total of $29.6 million remaining to be paid over time.
Medix Health’s business is affected by general economic conditions since Medix Health’s current and planned products are discretionary and Medix Health depends, to a significant extent, upon a number of factors relating to discretionary consumer spending.
Medix Selects’s business is affected by general economic conditions since Medix Select’s current and planned products are discretionary and Medix Select depends, to a significant extent, upon a number of factors relating to discretionary consumer spending.
Except for dividends paid to holders of shares of the Company’s preferred stock upon the conversion of preferred stock upon the completion of its private placement of securities in February 27, 2025, Newsmax Inc. has never declared or paid cash dividends on its capital stock.
Except for dividends paid to holders of shares of the Company’s preferred stock upon the conversion of preferred stock upon the completion of its Private Placement, Newsmax Inc. has never declared or paid cash dividends on its capital stock.
Management believes the settlement with Smartmatic will, subject to the payment of all consideration in a timely manner, eliminate future legal expenses the Company would have expected to bear related to this suit, which could have included costly appellate legal actions and other matters.
Management believes these settlements will, subject to the payment of all consideration in a timely manner, eliminate future legal expenses the Company would have expected to bear related to these suits, which could have included costly appellate legal actions and other matters.
Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices may preclude investment by many of these funds and could make our Class B Common Stock less attractive to other investors. As a result, the market price of our securities may be adversely affected.
Given the sustained flow of investment funds into passive strategies that seek to track certain indices, exclusion from certain stock indices may preclude investment by many of these funds and could make our Class B Common Stock less attractive to other investors.
These control persons may have interests that are different from yours. For example, they may support proposals and actions with which you may disagree.
Ruddy may have interests that are different from yours. For example, he may support proposals and actions with which you may disagree.
Newsmax Inc. has no direct operations and no significant assets other than its ownership of Newsmax Media. We depend on Newsmax Media for payments to generate the funds necessary to meet our financial obligations. We depend on Newsmax Media to pay our expenses as a publicly traded company and to pay any dividends with respect to our capital stock.
We depend on Newsmax Media for payments to generate the funds necessary to meet our financial obligations. We depend on Newsmax Media to pay our expenses as a publicly traded company and to pay any dividends with respect to our capital stock.
These ineffective information technology controls contributed to (i) improper segregation of duties among certain business process controls and (ii) ineffective data validation of spreadsheets and system-generated reports. We have started remediating the material weaknesses described above in 2024 and continuing remediation efforts in 2025 and beyond.
These ineffective information technology controls contributed to (i) improper segregation of duties among certain business process controls and (ii) ineffective data validation of spreadsheets and system-generated reports. We have initiated operational efforts to remediate the material weaknesses described above and will continue these remediation until complete.
If we sell common stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales.
We may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. If we sell common stock, convertible securities or other equity securities in more than one transaction, investors may be materially diluted by subsequent sales.
Further, following the withdrawal of the UK from the EU and the expiry of the transition period, from January 1, 2021, we must comply with the GDPR as implemented in the UK, which together with the amended United Kingdom Data 27 Protection Act 2018 (together, the “UK GDPR”), retains in large part the GDPR in UK national law.
We must comply with the GDPR as implemented in the UK, which together with the amended United Kingdom Data Protection Act 2018 (together, the “UK GDPR”), retains in large part the GDPR in UK national law.
Subject to fiduciary duties owed to Newsmax Inc.’s other owners or investors under Florida law, in the case of Newsmax Inc.’s officers and directors, these stockholders are able to exercise significant influence over matters requiring owner approval such as mergers, consolidations and sales of all or substantially all of Newsmax Inc.’s assets, including the election of directors or managers and approval of significant company transactions, and have significant control over Newsmax Inc.’s management and policies.
Ruddy may be able to exercise significant influence over matters requiring owner approval such as mergers, consolidations and sales of all or substantially all of Newsmax Inc.’s assets, including the election of directors or managers and approval of significant company transactions, and have significant control over Newsmax Inc.’s management and policies. Mr.
The Company takes a variety of actions to combat piracy and signal theft, both individually and, in some instances, together with industry associations, but the protection of the Company’s intellectual property rights depends on the scope and duration of the Company’s rights as defined by applicable laws in the U.S. and abroad and how those laws are construed.
The proliferation of unauthorized distribution and use of the Company’s content could have an adverse effect on the Company’s businesses and profitability because it reduces the revenue that the Company could potentially receive from the legitimate sale and distribution of their products and services. 26 The Company takes a variety of actions to combat piracy and signal theft, both individually and, in some instances, together with industry associations, but the protection of the Company’s intellectual property rights depends on the scope and duration of the Company’s rights as defined by applicable laws in the U.S. and abroad and how those laws are construed.
NYSE may delist our Class B Common Stock from trading on its exchange, which could limit investors’ ability to make transactions in our shares and subject us to additional trading restrictions. .
NYSE may delist our Class B Common Stock from trading on its exchange, which could limit investors’ ability to make transactions in our shares and subject us to additional trading restrictions. In order to continue listing the Shares on NYSE, we must maintain certain financial, distribution and stock price levels and must maintain a minimum number of holders of Shares.
Newsmax Inc. is a “controlled company” within the meaning of the rules of the NYSE and, as a result, qualifies for and relies on exemptions from certain corporate governance requirements. Newsmax Inc.’s founder, together with his affiliates, hold a majority of the voting power of Newsmax Inc.’s common stock.
Newsmax Inc.’s founder, together with his affiliates, hold a majority of the voting power of Newsmax Inc.’s common stock. As a result, Newsmax Inc. is a controlled company within the meaning of the rules of the NYSE.
Many advertisers continue to devote a substantial portion of their advertising budgets to traditional advertising, such as linear TV, radio, and print, and to advertising through digital and social media platforms. While Newsmax TV generates revenues from linear TV and distribution fees paid by MVPDs, a core segment of Newsmax Media’s business is OTT advertising.
Many advertisers continue to devote a substantial portion of their advertising budgets to traditional advertising, such as linear TV, radio, and print, and to advertising through digital and social media platforms.
Future sales of our Class B Common Stock may cause the market price of our Class B Common Stock to drop significantly, even if our business is doing well.
As a result, upon future issuances of securities by Newsmax Inc., investors may experience more substantial dilution than other stockholders. Future sales of our Class B Common Stock may cause the market price of our Class B Common Stock to drop significantly, even if our business is doing well.
Sales of a substantial number of shares of our Class B Common Stock in the public market, or the perception that such sales could occur, could adversely affect the market price of our Class B Common Stock and may make it more difficult for investors to sell their shares of Class B Common Stock at a time and price that investors deem appropriate.
The market price of our Class B Common stock could decline as a result of sales by our existing stockholders in the market, or the perception that these sales could occur. These sales might also make it more difficult for us to sell equity securities at a time and price that we deem appropriate.
From time to time, we or Medix Health’s customers may withdraw or recall products in the event of contamination, product defects, or perceived quality problems.
From time to time, we or Medix Select’s customers may withdraw or recall products in the event of contamination, product defects, or perceived quality problems. If Medix Select’s customers withdraw or recall products related to ingredients that we provide to them, as has occurred in the past, they may make claims against us.
As such, the future growth of Newsmax Media’s business depends in part on the growth of OTT advertising and on advertisers increasing their spend on advertising on its network.
While Newsmax TV generates revenues from linear TV and distribution fees paid by MVPDs, the future growth of Newsmax Media's business may depend in part on the growth of OTT advertising and on advertisers increasing their spend on advertising on its network.
In order to expand its business, Newsmax Inc. may raise funds again in the future, either by offerings of securities or through borrowing from banks or other sources. We may sell common stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time.
Future sales and issuances of our securities could result in dilution of the percentage ownership of our stockholders. In order to expand its business, Newsmax Inc. may raise funds again in the future, either by offerings of securities or through borrowing from banks or other sources.
Each share of Class B Common Stock is entitled to one vote per share. Accordingly, Mr. Ruddy holds approximately 81.5% of the voting stock of the Company. As a result, Newsmax Inc.’s officers, directors, and stockholders who own 10% or more of Newsmax Inc.’s securities and collectively own directly or indirectly a majority of the voting stock of Newsmax Inc.
Each share of Class B Common Stock is entitled to one vote per share. Accordingly, Mr. Ruddy holds approximately 81.5% of the voting stock of the Company. Subject to fiduciary duties owed to Newsmax Inc.’s other owners or investors under Florida law, Mr.
There was uncertainty during 2023 with potential economic downturns or recessions in parts of the United States and globally, which continued into 2024 with global conflicts such as the Russia-Ukraine and Israel-Hamas wars. Due to uncertainty in inflation, we may continue to see global, industry-wide supply chain disruptions and widespread shortages of labor, materials and services.
There was uncertainty during 2024 with potential economic downturns or recessions in parts of the United States and globally, which continued into 2025 and 2026 with global conflicts including conflicts between Russia-Ukraine, Israel-Hamas, and now the United States and Iran.
Newsmax Media reached a settlement agreement with Smartmatic on September 26, 2024, pursuant to which all claims will be released by Smartmatic for consideration, including a cash amount of $40 million payable over time and the issuance of a five year cash exercise warrant to purchase 2,000 shares of Series B preferred stock at an exercise price of $5,000 per share.
The Company agreed to pay a settlement of approximately $40.0 million payable over time and granted a five year warrant to purchase 2,000 shares of Series B preferred stock at an exercise price of $5,000 per share.
We will also continue to monitor the impacts of inflation and commodity price volatility and the effects on our business, including to our customers and our partners. The Company’s ability to continue as a going concern requires that we obtain sufficient funding to finance our operations.
Due to uncertainty in inflation, we may continue to see global, industry-wide supply chain disruptions and widespread shortages of labor, materials and services. We will also continue to monitor the impacts of inflation and commodity price volatility and the effects on our business, including to our customers and our partners.
The market price of shares of our Class B Common Stock could decline as a result of substantial sales of our Class B Common Stock, particularly sales by directors, executive officers and significant stockholders.
The market price of our Class B Common Stock may be volatile and fluctuate substantially, which could result in substantial losses.
Newsmax Inc.’s future compliance with Section 404 of the Sarbanes-Oxley Act may require that it incur substantial accounting expense and expend significant management efforts. Newsmax Inc. may not be able to complete it evaluation, testing and any required remediation in a timely fashion.
Due to continued material weakness remediation uncertainty, we may in the future not be able to complete our evaluation, testing and any required remediation in a timely fashion.
Removed
If we are unable to obtain sufficient funding, our business, prospects, financial condition and results of operations may be materially and adversely affected, and we may be unable to continue as a going concern.
Added
For example, ongoing legislative and regulatory developments regarding the FCC's 39% national television ownership cap, including potential actions by Congress or the FCC to increase or eliminate this limit, may lead to further industry consolidation and a concentration of market reach among dominant broadcast groups that could erode our relative bargaining position in securing or maintaining favorable distribution terms.
Removed
If we are unable to continue as a going concern, we may have to liquidate our assets and may receive less than the value at which those assets are carried on our audited financial statements, and it is likely that investors will lose all or a part of their investment.
Added
On September 26, 2024, the Company entered into a settlement agreement with Smartmatic pursuant to which the parties agreed to resolve the lawsuits among them.
Removed
If we seek additional financing to fund our business activities in the future and there remains substantial doubt about our ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding to us on commercially reasonable terms or at all.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeNotwithstanding the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on our business, results of operations, or financial condition. See “Item 1A. Risk Factors” for more information on our cybersecurity-related risks.
Biggest changeNotwithstanding the approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on our business, results of operations, or financial condition. 39
ITEM 1C. CYBERSECURITY Governance Related to Cybersecurity Risks Cybersecurity risk oversight is a top priority for management and our board of directors. Management is responsible for the day-to-day management of cybersecurity risks we face, while our board of directors, as a whole and through committees, is responsible for the oversight of risk management.
ITEM 1C. CYBERSECURITY Governance Related to Cybersecurity Risks Cybersecurity risk oversight is a priority for management and our board of directors. Management is responsible for the day-to-day management of cybersecurity risks we face, while our board of directors, as a whole and through committees, is responsible for the oversight of risk management.
The cybersecurity incident response process is reviewed and updated, as necessary, under the leadership of the Chief Information Officer. We face a number of cybersecurity risks in connection with our business. Although we did not experience a material cybersecurity incident during the year ended December 31, 2024, the scope and impact of any future incident cannot be predicted.
The cybersecurity incident response process is reviewed and updated, as necessary, under the leadership of the Chief Information Officer. We face a number of cybersecurity risks in connection with our business. Although we did not experience a material cybersecurity incident during the year ended December 31, 2025, the scope and impact of any future incident cannot be predicted.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeNewsmax Media leases approximately 50,000 square feet at its principal executive offices pursuant to a Lease Agreement dated August 28, 2013 between Newsmax Media and 750 Park of Commerce Drive LLC which expires on November 30, 2025 . 40 Newsmax Media sublets certain premises located at 805 Third Avenue, New York, New York 10022 pursuant to that certain Agreement of Sublease, dated as of July 22, 2019 , by and between Meredith Corporation and Newsmax Media that expires on December 30, 2026 .
Biggest changeNewsmax Media leases approximately 50,000 square feet at its principal executive offices pursuant to a lease agreement dated August 28, 2013 between Newsmax Media and 750 Park of Commerce Drive LLC which expires on November 30, 2030 .
Added
Newsmax Media sublets certain premises located at 805 Third Avenue, New York, New York 10022 pursuant to that certain Agreement of Sublease, dated as of July 22, 2019 , by and between Meredith Corporation and Newsmax Media that expires on December 30, 2026 .

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Removed
On August 10, 2021, Dominion Voting Systems Corporation, Inc. or certain of its affiliates, an election technology company, filed a complaint against Newsmax Media in the Superior Court of the State of Delaware for defamation in connection with our coverage of the 2020 Presidential election, seeking up to $1.6 billion in compensatory damages as well as punitive damages.
Added
On August 15, 2025, Newsmax Media, Inc. and Newsmax Broadcasting, LLC entered into a settlement agreement with Dominion Voting Systems, Inc. and certain of its affiliates (“Dominion”), pursuant to which such parties agreed to resolve the lawsuit among them for a total amount of $67.0 million to be paid in three installments: (1) $27.0 million paid in August 2025; (2) $20.0 million paid in January 2026; and (3) $20.0 million on or before January 15, 2027.
Removed
Discovery in the Dominion cases, including depositions and expert discovery, remains ongoing. At this time, a trial in the Dominion lawsuit is not expected to commence until April 28, 2025.
Added
ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 40 PART II
Removed
Newsmax Media believes that it offered balanced and fair coverage in the dispute over the 2020 elections and the Dominion case is without merit and it has and will continue to vigorously defend against such suit.
Removed
As of the date of this Annual Report, Newsmax is unable to predict the final outcome of the Dominion matter and cannot reasonably estimate the amount of its liability, if any. However, an unfavorable outcome in the Dominion matter could have a material adverse effect on Newsmax’s financial position, results of operations and cash flows.
Removed
In addition, on November 3, 2021, Smartmatic USA Corp. or certain of its affiliates, another election technology company, filed a complaint against Newsmax Media in the Superior Court of the State of Delaware for defamation, seeking compensatory, consequential and punitive damages to be determined at trial.
Removed
Newsmax Media reached a settlement agreement with Smartmatic on September 26, 2024, pursuant to which all claims will be released by Smartmatic for consideration, including a cash amount of approximately $40 million payable over time and granted a five year warrant to purchase 2,000 of class B preferred stock at an exercise price of $5,000 per share.
Removed
Management believes the settlement with Smartmatic will, subject to the payment of all consideration in a timely manner, reduce then eliminates future legal expenses the Company would have expected to bear related to this suit, which could have included costly appellate legal actions and other matters.
Removed
The Smartmatic settlement agreement is subject to reaching a definitive settlement agreement that is approved by the court. Refer to Note 12. Legal for details of the settlement. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 41 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeIn connection with the Private Placement, the Company issued a three-year warrant to Digital Offering, LLC, as placement agent for the Private Placement, exercisable for 900 shares of Series B Preferred Stock with an exercise price per share of $5,000.
Biggest changeFollowing the conversion of the underlying Series B preferred stock into Class B common stock in connection with our March 28, 2025 initial public offering, Digital Offering, LLC has a warrant to purchase 900 shares of Class B common stock at an exercise price of $5,000 per share.
The Company paid a cash commission of 6.265% to Digital Offering on sales of its Class B Common Stock in the Reg A IPO. Use of Proceeds from Regulation A Offering The Company intends use the net proceeds from the Reg A IPO for its own general and corporate expenses.
The Company paid a cash commission of 6.265% to Digital Offering on sales of its Class B Common Stock in the Reg A IPO. Use of Proceeds from Regulation A Offering The Company intends to continue to use the net proceeds from the Reg A IPO for its own general and corporate expenses.
The Company may find it necessary or advisable to use portions of the 42 proceeds for other purposes. As a result, the Company’s management will retain broad discretion over the allocation of the net proceeds from the Reg A IPO. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. ITEM 6. RESERVED
The Company may find it necessary or advisable to use portions of the 41 proceeds for other purposes. As a result, the Company’s management will retain broad discretion over the allocation of the net proceeds from the Reg A IPO. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. ITEM 6. RESERVED
Payment of Dividends Except for dividends paid to holders of shares of the Company’s preferred stock upon the conversion of preferred stock upon the completion of its private placement of securities in February 2025, Newsmax Inc. has never declared or paid cash dividends on its capital stock.
Payment of Dividends Except for dividends paid to holders of shares of the Company’s preferred stock upon the conversion of preferred stock upon the completion of its Private Placement, Newsmax Inc. has never declared or paid cash dividends on its capital stock.
The Offering Statement was declared qualified by the SEC on March 7, 2025. The Company completed the Reg A IPO on March 28, 2025, having sold 7,500,000 shares of its Class B Common Stock, resulting in net proceeds to the Company of approximately $56,953,107. Digital Offering, LLC (“Digital Offering”) acted as lead selling agent in the Reg A IPO.
The Offering Statement was declared qualified by the SEC on March 7, 2025. The Company completed the Reg A IPO on March 28, 2025, having sold 7,500,000 shares of its Class B Common Stock, resulting in net proceeds to the Company of $67,469,857. Digital Offering, LLC (“Digital Offering”) acted as lead selling agent in the Reg A IPO.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Our shares of Class A Common Stock are not listed on any stock exchange nor traded on any public market.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Common Stock Our shares of Class A Common Stock, par value $0.001 per share, are not listed on any stock exchange nor traded on any public market.
Our shares of Class B Common Stock began trading on the New York Stock Exchange (the “NYSE”) under the symbol "NMAX" on March 31, 2025. The number of shareholders of record of our shares of Class A Common Stock and Class B Common Stock was approximately 1 and 34,867, respectively, on March 31, 2025.
The number of shareholders of record of our shares of Class A Common Stock and Class B Common Stock was 1 and 14,732, respectively, on March 19, 2026.
Added
Our shares of Class B Common Stock, par value $0.001 per share, began trading on the New York Stock Exchange (the “NYSE”) under the symbol “NMAX” on March 31, 2025. Each share of Class A Common Stock gives the holder ten votes per share. Each share of Class B Common Stock is entitled to one vote per share.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeYear ended December 31, 2024 versus year ended December 31, 2023 The following table reconciles Net loss to Adjusted EBITDA for the year ended December 31, 2024, as compared to the year ended December 31, 2023: 2024 2023 Net loss $ (72,171,928) $ (41,777,166) Add Depreciation 3,115,635 3,164,254 Interest, net (488,962) (104,299) Asset impairment - 23,928,359 Unrealized (gain) loss on marketable securities 290,081 (46,318) Other corporate matters 76,940,693 7,626,122 Other, net 4 2,562,569 (3,186,037) 3 For a discussion of Adjusted EBITDA, see "Non-GAAP Financial Measures" below. 4 Comprised of miscellaneous items such as derivative adjustments, income tax credits, and unrealized gains on securities 50 Income tax expense - 18,550 Adjusted EBITDA 5 $ 10,248,088 $ (10,376,535) Liquidity and Capital Resources The Company had approximately $24.1 million of cash and cash equivalents and $58.3 million in investments as of December 31, 2024.
Biggest changeDigital Segment Adjusted EBITDA decreased for the year ended December 31, 2025, as compared to year ended December 31, 2024, due to additional headcount and increased audit expenses related to capital raise. 49 Year ended December 31, 2025 versus year ended December 31, 2024 The following table reconciles Net loss to Adjusted EBITDA for the year ended December 31, 2025, as compared to the year ended December 31, 2024: 2025 2024 Net loss $ (99,495,119) $ (72,171,929) Add Depreciation 2,789,875 3,115,635 Interest, net (7,015,564) (488,962) Unrealized (gain) loss on marketable securities (1,594,221) 290,081 Stock-based compensation 11,955,881 — Other corporate matters (1) 78,612,413 76,940,693 Other, net (2) 8,250,335 2,562,569 Income tax expense — — Adjusted EBITDA $ (6,496,400) $ 10,248,087 Please see the section titled “Non-GAAP Financial Measures” for a reconciliation of Net loss to Adjusted EBITDA and an explanation of why we consider Adjusted EBITDA to be a helpful measure for investors.
Newsmax Inc. is a holding company that owns 100% of the equity interests of its operating company Newsmax Media and the other Subsidiaries operate the businesses described in this Annual Report, and none of those businesses are operated by Newsmax Inc.
Newsmax Inc. is a holding company that owns 100% of the equity interests of its operating company Newsmax Media, Inc. and the other Subsidiaries operate the businesses described in this Annual Report, and none of those businesses are operated by Newsmax Inc.
These supplements have been certified as compliant with current Good Manufacturing Practices by The Natural Products Association and are typically formulated by medical doctors who also write and edit Newsmax Media’s health newsletters. Newsmax Media retains all intellectual property rights to the supplement formulations created for Medix Health.
These supplements have been certified as compliant with current Good Manufacturing Practices by The Natural Products Association and are typically formulated by medical doctors who also write and edit Newsmax Media’s health newsletters. Newsmax Media retains all intellectual property rights to the supplement formulations created for Medix Select .
Newsmax Inc. is a television broadcaster and multi-platform content publisher that produces original news and editorial content for consumers through various media outlets, including through its TV news channels, digital and print publications, its popular website Newsmax.com and affiliated sites, its syndicated radio show and podcasts and other platforms in order to sell advertising to third-party marketers as well as offering paid subscriptions to more than a dozen digital and print products sold by Newsmax Media.
Newsmax Inc. is a television broadcaster and multi-platform content publisher that produces original news and editorial content for consumers through various media outlets, including through its TV news channels, digital and print publications, its popular website Newsmax.com and affiliated sites, its syndicated radio show and podcasts, social media accounts and other platforms in order to sell advertising to third-party marketers as well as offering paid subscriptions to more than a dozen digital and print products sold by Newsmax Media.
Linear TV is primarily driven by live sports, news and events, and as media companies continue to focus on expanding their streaming service offerings, news consumption has risen in importance. Trends and Other Factors Impacting Our Performance The Company’s broadcast segment derives the majority of its revenues from advertising.
Linear Pay-TV is primarily driven by live sports, news and events, and as media companies continue to focus on expanding their streaming service offerings, news consumption has risen in importance. Trends and Other Factors Impacting Our Performance Our broadcast segment derives the majority of its revenues from advertising.
Management believes that information about Adjusted EBITDA assists all users of the Company’s financial statements by allowing them to evaluate changes in the operating results of the Company’s portfolio of businesses separate from non-operational factors that affect net income, thus providing insight into both operations and the other factors that affect reported results.
Management believes that information about Adjusted EBITDA assists all users of our financial statements by allowing them to evaluate changes in the operating results of our portfolio of businesses separate from non-operational factors that affect net income, thus providing insight into both operations and the other factors that affect reported results.
Adjusted EBITDA provides management, investors and equity analysts a measure to analyze the operating performance of the Company’s business and its enterprise value against historical data and competitors’ data, although historical results, including Adjusted EBITDA, may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).
Adjusted EBITDA provides management, investors and equity analysts a measure to analyze the operating performance of our business and its enterprise value against historical data and competitors’ data, although historical results, including Adjusted EBITDA, may not be indicative of future results (as operating performance is highly contingent on many factors, including customer tastes and preferences).
The natural supplements seek to help customers alleviate pain, reduce blood glucose, prevent heart disease, improve energy and mental acuity, and, in general, improve overall wellness. All Medix Health supplements are manufactured at third-party manufacturing facilities that are FDA registered and meet current Good Manufacturing Practices standards.
The natural supplements seek to help customers alleviate pain, reduce blood glucose, prevent heart disease, improve energy and mental acuity, and, in general, improve overall wellness. All Medix Select supplements are manufactured at third-party manufacturing facilities that are FDA registered and meet current Good Manufacturing Practices standards.
These business lines are grouped into 2 separate reportable segments which consist of Broadcasting and Digital: • Broadcasting - The broadcast segment of the Company’s business produces and licenses news, business news and lifestyle content for distribution primarily through multichannel video programming distributors 43 (“MVPDs”) including cable television systems, direct broadcast satellite operators and telecommunication companies, primarily in the United States, generating revenue through (1) placement of advertisements on our broadcast content, (2) subscriptions to our broadcast content, and (3) affiliate fees from the MVPDs.
These business lines are grouped into two separate reportable segments which consist of Broadcasting and Digital: Broadcasting - The broadcast segment of our business produces and licenses news, business news and lifestyle content for distribution primarily through multichannel video programming distributors (“MVPDs”) including cable television systems, direct broadcast satellite operators and telecommunication companies, primarily in the United States, generating revenue through (1) placement of advertisements on our broadcast content, (2) subscriptions to our broadcast content, and (3) affiliate fees from the MVPDs.
For the year ended December 31, 2024, the Company generated revenues of approximately $171.0 million, of which 63.8% was generated from advertising in the broadcast and digital segments, 15.6% was generated from affiliate fee revenue, 15.7% was generated from subscriptions for publications including Newsmax+ and 4.9% was generated from other lines of business which are primarily e-commerce sales of nutraceuticals, books and licensing fees.
For the year ended December 31, 2024, we generated revenues of $171.0 million, of which 63.8% was generated from advertising in the broadcast and digital segments, 15.6% was generated from affiliate fee revenue, 15.7% was generated from subscriptions for publications including Newsmax+ and 4.9% was generated from other lines of business which are primarily e-commerce sales of nutraceuticals, books and licensing fees.
The components of Broadcasting are as follows: • Newsmax Broadcasting LLC provides programming through three channels, Newsmax, Newsmax2, and World at War. Newsmax and World at War are linear cable channels available on pay TV services, and Newsmax2, is a free streaming channel.
The components of Broadcasting are as follows: 42 • Newsmax Broadcasting provides programming through three channels, Newsmax, Newsmax2, and World at War. Newsmax and World at War are linear cable channels available on pay TV services, and Newsmax2, is a free streaming channel.
In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment charges, which are significant components in assessing the Company’s financial performance. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
In addition, this measure does not reflect cash available to fund requirements and excludes items, such as depreciation and amortization and impairment charges, which are significant components in assessing our financial performance. Adjusted EBITDA may not be comparable to similarly titled measures reported by other companies.
World at War offers 24/7 historical documentaries and movies that have a primary focus on the wars of the past 150 years and the people who fought them. • Newsmax Radio LLC provides programming through a syndicated radio show as well as widely-available podcasts.
World at War offers 24/7 historical documentaries and movies that have a primary focus on the wars of the past 150 years and the people who fought them. • Newsmax Radio provides programming through a syndicated "Rob Carson Show" as well as widely-available podcasts.
All Medix Health supplements are offered online and are usually purchased as part of a recurring subscription program. • Newsmax Digital Advertising handles advertising and marketing offers and sales to third party companies and agencies associated with our digital segment.
All Medix Select supplements are offered online and are usually purchased as part of a recurring subscription program. • Newsmax Media Digital Advertising handles advertising and marketing offers and sales to third party companies and agencies associated with our digital segment.
The components of Digital are as follows: • Humanix Publishing LLC is a print and e-book publishing house that publishes books in the areas of politics, health, personal finance, history, religion and current affairs. Under Newsmax ownership, Humanix Publishing has published approximately 100 titles, including a New York Times bestseller.
The components of Digital are as follows: • Humanix Publishing is a print and e-book publishing house that publishes books in the areas of politics, health, personal finance, history, religion and current affairs. Under Newsmax ownership, Humanix Publishing has published approximately 100 titles, including seven New York Times bestsellers.
Revenue is recognized upon delivery of the content over the course of an over-the-top distribution agreement term based on time elapsed, as this best depicts the simultaneous consumption and delivery of the services. The Company bills OTT customers monthly over the life of the contract.
Revenue is recognized upon delivery of the content over the course of an over-the-top distribution agreement term based on time elapsed, as this best depicts the simultaneous consumption and delivery of the services. We bill OTT customers monthly over the life of the contract.
The Company enters into agreements with over-the-top distribution platforms to distribute the Company’s news channel. Pursuant to the Company’s distribution agreements, advertising revenues are earned based on an allocation of the fee determined by the number of impressions received. These contracts represent a single performance obligation recognized over time under the series guidance.
We also enter into agreements with over-the-top distribution platforms to distribute our news channel. Pursuant to our distribution agreements, advertising revenues are earned based on an allocation of the fee determined by the number of impressions received. These contracts represent a single performance obligation recognized over time under the series guidance.
Newsmax Media will also further develop its delivery strategies on emerging content and social platforms to increase interaction with its audience. • Newsmax, as a relatively new network, has potential for additional distribution growth, and growth of its advertising and affiliate fee revenue, which is a new revenue stream in 2023.
Newsmax Media and Newsmax Broadcasting will also further develop its delivery strategies on emerging content and social platforms to increase interaction with its audience. Newsmax, as a relatively new network, has potential for additional distribution growth, and growth of its advertising and affiliate fee revenue, which was a new revenue stream that began in 2024.
Cash and Cash Equivalents As of December 31, 2024, cash and cash equivalents balance was approximately $24.1 million. Cash and cash equivalents consist of interest-bearing deposit accounts and money market accounts managed by third-party financial institutions, and highly liquid investments with maturities of three months or less.
Cash and Cash Equivalents As of December 31, 2025, cash and cash equivalents balance was approximately $20.4 million. Cash and cash equivalents consist of interest-bearing deposit accounts and money market accounts managed by third-party financial institutions, and highly liquid investments with maturities of three months or less.
Investing Activities Net cash used in investing activities for the year ended December 31, 2024 was $58.4 million primarily due to an increase in the purchase of investments offset by purchases of fixed assets.
Net cash used in investing activities for the year ended December 31, 2024 was $58.4 million primarily due to an increase in the purchase of investments.
Payments for subscriptions received in advance of the publication are recorded as deferred revenue and recognized as income over the term, as this best represents the transfer of control of the services to the consumer. The Company records taxes collected from customers and remitted to governmental authorities on a net basis.
Payments for subscriptions received in advance of the publication are recorded as deferred revenue and recognized as revenue over the contract term, as this best represents the transfer of control of the services to the consumer. We record taxes collected from customers and remits to governmental authorities on a net basis.
Each advertisement insertion order is determined to be a distinct performance obligation that is satisfied at the point in time when such advertisements are published/aired. The Company records revenue from contracts that are entered into between the Company and its customers, primarily advertising agencies and direct advertisers, at the amount charged for the services.
Each advertisement is determined to be a distinct performance obligation that is satisfied at the point in time when such advertisements are published/aired. We record revenue from contracts that are entered into between us and our customers, primarily advertising agencies and direct advertisers, at the amount charged for the services.
In June 2024, a Reuters global survey of media found Newsmax Inc. was one of the nation’s “top news brands,” identifying the network as one of only 12 major media outlets Americans are turning to regularly.
As of December 31, 2025 revenues are up 353% since 2019. In June 2024, a Reuters global survey of media found Newsmax Inc. was one of the nation’s “top news brands,” identifying the network as one of only 12 major media outlets Americans are turning to regularly.
Certain licensing agreements currently in place have allowed Newsmax Media’s partners to provide cable television and digital news under the Newsmax Media brand to viewers in several European countries, including Republic of Serbia, Republic of Croatia, Bosnia and Herzegovina, Montenegro, North Macedonia, Slovenia and Albania.
Certain licensing agreements currently in place have allowed Newsmax Broadcasting’s partners to provide cable television and digital news under the Newsmax brand to viewers in several European countries, including Republic of Serbia, Republic of Croatia, Bosnia and Herzegovina, Montenegro, North Macedonia, Slovenia, Albania, Hungary, Poland, Bulgaria, Slovakia, Romania, and the Czech Republic.
The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments.
The Company uses published books as free premiums when offering subscriptions to their publications, including Newsmax Magazine and their health and financial newsletters. • Medix Health, LLC offers and sells 22 nutraceutical products. Medix Health’s products are aimed at Newsmax Media’s core demographic of consumers and cross-sold through Newsmax Media’s health newsletters.
We use our published books as free premiums when offering subscriptions to their publications, including Newsmax Magazine and our health and financial newsletters. • Medix Select offers and sells 22 nutraceutical products. Medix Select ’s products are aimed at Newsmax Media’s core demographic of consumers and cross-sold through Newsmax Media’s health newsletters.
Newsmax Media has been a leader in digital news and with the continued growth of its television service, plans to continue to invest in talent acquisition and programming that we expect to raise the profile and visibility of Newsmax Media to a broader audience.
Newsmax Media has been a leader in digital news and with the continued growth of its television service, plans to continue to invest in online content and offerings. Additionally, Newsmax Broadcastings plans additional talent acquisition and programming efforts that we expect will raise the profile and visibility of the Newsmax brand and its affiliates to a broader audience.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item. ITEM 8.
Actual results may differ from these estimates under different assumptions or conditions. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item. ITEM 8.
Cost of Revenues Cost of revenues consists primarily of compensation-related expenses and costs incurred for the publishing of editorial, promotional, and news content across all platforms, as well as amounts due to third party websites and platforms to fulfil customers’ advertising campaigns. Web hosting and advertising serving platform costs are also included in cost of services.
Shipping and handling costs incurred are included as a component of cost of products sold. Cost of Revenues Cost of revenues consists primarily of compensation-related expenses and costs incurred for the publishing of editorial, promotional, and news content across all platforms, as well as amounts due to third party websites and platforms to fulfil customers’ advertising campaigns.
Consumer preferences have evolved toward lower cost alternatives, including direct-to-consumer offerings. These changes in technologies and consumer behavior have contributed to declines in the number of subscribers to MVPD services, and these declines are expected to continue and possibly accelerate in the future. At the same time, technological changes have increased advertisers’ options for reaching their target audiences.
Consumer preferences have evolved toward lower cost alternatives, including direct-to-consumer offerings. These changes in technologies and consumer behavior have contributed to declines in the number of subscribers to MVPD services, and these declines are expected to continue and possibly accelerate in the future.
Newsmax Digital Advertising sells placements for display and native website ads, email sponsorships in Newsmax News Alerts, sponsorships for SMS/text and push notification, print ads for our magazine, inserts for our newsletters, and podcast offerings. • Newsmax Publications publishes and manages Newsmax Media’s paid subscription business. This subsidiary currently publishes Newsmax Magazine, five health newsletters including Health Radar, Dr.
Newsmax Digital Advertising sells placements for display and native website ads, email sponsorships in Newsmax News Alerts, sponsorships for SMS/text and push notification, print ads for our Newsmax Magazine, inserts for our newsletters, and podcast offerings. • Newsmax Publications publishes and manages Newsmax Media’s paid subscription business with over 300,000 subscribers.
Revenue related to the Company's digital segment is recognized when display or other digital advertisements record impressions on the various digital media. Revenue related to the Company's magazine and related publications is recognized when the ad is displayed in the printed document.
Revenue related to our digital segment is recognized when display or other digital advertisement records are placed on various digital media. Revenue related to our magazine and related publications is recognized when the ad is displayed in the printed document.
Off-Balance Sheet Arrangements As of December 31, 2024, we did not have any off-balance sheet arrangements. Critical Accounting Estimates Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Critical Accounting Estimates Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).
Expand television and digital distribution offerings, increasing complementary sources of revenues. • Newsmax Media’s key goals are to maximize its subscriber penetration on traditional cable platforms, growing its subscription base for Newsmax+, increasing audiences for its news channels, develop its footprint in international markets - all while creating additional revenue opportunities through advertising sales.
Newsmax Broadcasting’s key goals are to maximize its subscriber penetration on traditional cable platforms, growing its subscription base for Newsmax+, while increasing audiences for its news channels, Newsmax, Newsmax2 and World at War, develop its footprint in international markets - all while creating additional revenue opportunities through advertising sales.
Other (Expense) Income, Net Other (expense) income net decreased by approximately $(6) million, or 170.8%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Other (Expense) Income, Net Other (expense) income net decreased by approximately $2.7 million, or 115.2%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
For the year ended December 31, 2023, the Company generated revenues of $135.3 million, of which approximately 79.3% was generated from advertising in the broadcast and digital segments, approximately 13.4% was generated from subscriptions for publications including Newsmax+, approximately 5.5% was generated from other lines of business which are primarily e-commerce sales of nutraceuticals, books and licensing fee and approximately 1.8% was generated from affiliate fees.
For the year ended December 31, 2025, we generated revenues of approximately $189.3 million, of which 63.6% was generated from advertising in the broadcast and digital segments, 16.2% was generated from affiliate fee revenue, 14.5% was generated from subscriptions for publications including Newsmax+ and 5.7% was generated from other lines of business which are primarily e-commerce sales of nutraceuticals, books and licensing fees.
Newsmax Media’s subsidiaries use Crown Atlantic Insurance LLC for the purposes of marketing annuities, life insurance and other insurance offerings across their platforms. 44 Growth Strategies and Outlook Maintain and enhance leading position in news and other content production.
Newsmax Media’s subsidiaries use Crown Atlantic Insurance for the purposes of marketing annuities, life insurance and other insurance offerings across their platforms. The Company is not currently marketing such products but expects to in the near future. 43 Growth Strategies and Outlook Maintain and enhance leading position in news and other content production.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item is contained in the financial statements set forth in Item 15(a) under the caption "Consolidated Financial Statements" as part of this Annual Report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this item is contained in the financial statements set forth in Item 15(a) under the caption “Consolidated Financial Statements” as part of this Annual Report.
Advertising Revenue Advertising revenue is derived from the sale of advertising on the Company’s cable television, email database, in the Company’s magazine and related publications, or on the Company’s website. Revenue related to the sale of advertising in the broadcast segment is recognized at the time of broadcast.
For more information, see “Risk Factors.” Components of our Results of Operations Advertising Revenue Advertising revenue is derived from the sale of advertising on our cable television, email database, in our magazine and related publications, or on our website. Revenue related to the sale of advertising in the broadcasting segment is recognized at the time of broadcast.
These podcasts include “The Newsmax Daily with Tony Marino,” a talk show with radio personality Gerry Callahan and “Greg Kelly Reports” with its TV host Greg Kelly. • Digital - The digital segment generates revenues through (1) online advertising, including online display, email advertising, other online placements and print advertisements, (2) subscriptions, including our collection of specialized health and financial newsletters, Newsmax Magazine and four online membership programs, and (3) e-commerce, primarily through our subsidiaries that sell nutraceuticals and nonfiction books on political, financial and health-related topics.
Digital - The digital segment generates revenues through (1) online advertising, including online display, email advertising, other online placements and print advertisements, (2) subscriptions, including our collection of specialized health and financial newsletters, Newsmax Magazine and four online membership programs, and (3) e-commerce, primarily through our subsidiaries that sell nutraceuticals and nonfiction books on political, financial and health-related topics.
There has been a substantial increase in the availability of content with reduced advertising or without advertising at all. As consumers switch to digital consumption of video content, there is still to be developed a consistent, broadly accepted measure of multiplatform audiences across the industry.
As consumers switch to digital consumption of video content, there is still to be developed a consistent, broadly accepted measure of multiplatform audiences across the industry.
This subsidiary has over 300,000 subscribers to its paid publications. • ROI Media Strategies LLC provides media buying and strategy services to third party companies and agencies, helping small companies to market their offerings across all channels of marketing, including email, broadcast, podcasts, digital, and print. • Crown Atlantic Insurance LLC is an insurance agency licensed in 50 states of the U.S. and the District of Columbia with an emphasis on life insurance and retirement solutions.
Crandall’s Heart & Health; The Blaylock Wellness Report; financial newsletters including The Dividend Machine, High Income Factor and Financial Intelligence Report, and Newsmax Platinum, our online publication. • ROI Media Strategies provides media buying and strategy services to third party companies and agencies, helping companies to market their offerings across all channels of marketing, including email, broadcast, podcasts, digital, and print. • Crown Atlantic Insurance is an insurance agency licensed in 50 states of the U.S. and the District of Columbia with an emphasis on life insurance and retirement solutions.
The Company operates in a highly competitive industry and its performance is dependent, to a large extent, on the impact of changes in consumer behavior as a result of new technologies, the sale of advertising, the maintenance, renewal and terms of its carriage, affiliation and content agreements and programming rights, the popularity of its content, general economic conditions (including financial market conditions), the Company’s ability to manage its businesses effectively, and its relative strength and leverage in the industry.
Furthermore, the pricing and volume of advertising may be affected by shifts in spending from more traditional media and toward digital and mobile offerings, which can deliver targeted advertising more promptly, or toward newer ways of purchasing advertising. 44 We operate in a highly competitive industry and its performance is dependent, to a large extent, on the impact of changes in consumer behavior as a result of new technologies, the sale of advertising, the maintenance, renewal and terms of its carriage, affiliation and content agreements and programming rights, the popularity of its content, general economic conditions (including financial market conditions), our ability to manage our businesses effectively, and its relative strength and leverage in the industry.
Net cash provided by investing activities for the year ended December 31, 2023 was $5.32 million primarily due to an increase in the sale of investments offset by purchases of fixed assets.
Investing Activities Net cash used in investing activities for the year ended December 31, 2025 was $53.1 million primarily due to an increase in the purchase of investments offset by proceeds from the sale and maturity of investments.
The principal uses of cash that affect the Company's liquidity position include the following: operational expenditures including production cost, marketing and promotional expenses, expenses related to broadcasting the Company's programming, employee and facility costs, capital expenditures, income taxes, interest payments and legal fees and settlements.
We completed our Initial Public Offering on March 28, 2025 resulting in net proceeds of $66.4 million. The principal uses of cash that affect our liquidity position include the following: operational expenditures including production cost, marketing and promotional expenses, expenses related to broadcasting our programming, employee and facility costs, capital expenditures, and legal fees and settlements.
In 2023, the Company launched Newsmax+ which is a subscription service that provides the Company’s broadcast content directly to consumers either on a monthly or annual basis. Monthly subscriptions are recognized as income in the month it was earned.
Newsmax+ is a subscription service that provides our broadcast content directly to consumers either on a monthly or annual basis. Monthly subscriptions are recognized as revenue in the month it was earned. Annual subscriptions are initially recorded as deferred revenue when payment is received and recognized as revenue ratably on a monthly basis over the term of the contract.
Cost of product sold consists primarily of cost of inventory sold, fulfillment costs and compensation. General and Administrative expenses General and administrative expense consists of compensation-related expenses for corporate employees. Also, it consists of expenses for advertising, facilities, professional services fees, insurance costs, legal or other corporate costs, and other general overhead costs.
Web hosting and advertising serving platform costs are also included in cost of services. Cost of product sold consists primarily of cost of inventory sold, fulfillment costs and compensation. General and Administrative expenses General and administrative expense consists of compensation-related expenses for corporate employees.
As a live linear content service, Newsmax Media seeks to offer a unique perspective and voice that resonates with audiences across those platforms and further develop a dedicated and loyal audience.
As a live linear content on cable, the Newsmax channel continues to offer a unique perspective and voice that resonates with audiences across those platforms and further develop a dedicated and loyal audience. Expand television and digital distribution offerings, increasing complementary sources of revenues.
Since then, the network has had an astonishing rise, climbing into the top tier of cable channels, and is now the fourth highest-rated cable news channel in the United States, just behind CNN.
Since then, the network has had an astonishing rise, climbing into the top tier of cable channels, and is now the fourth highest-rated cable news channel in the United States, just behind CNN. We have developed a significant audience, reaching over 58 million Americans each month through its television broadcasts and multi-platform content, and has demonstrated remarkable growth.
The Company agreed to pay a settlement of approximately $40 million payable over time and granted a five year warrant to purchase 2,000 of Series B preferred stock at an exercise price of $5,000 per share. As of the date hereof, the Company has made payments under the settlement agreement totaling $20 million.
On September 26, 2024, we entered into a settlement agreement with Smartmatic pursuant to which the parties agreed to resolve the lawsuits among them. We agreed to pay a settlement of approximately $40 million payable over time and granted a five year warrant to purchase 2,000 of Series B preferred stock at an exercise price of $5,000 per share.
Shipping and Handling Cost Amounts billed to third-party customers for shipping and handling are included as a component of revenue. Shipping and handling costs incurred are included as a component of cost of products sold.
Also as a practical expedient, we account for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. Shipping and Handling Cost Amounts billed to third-party customers for shipping and handling are included as a component of revenue.
In addition, international companies have licensed Newsmax Media’s channels and brand for regional, national and local television and digital media purposes.
Newsmax Broadcasting's TV content is now available to over 100 million homes in the U.S. In addition, international companies have licensed Newsmax Broadcasting’s channels and brand for regional, national and local television and digital media purposes.
Other factors that affected segment adjusted EBITDA are increased headcount, programming and production costs on our main Newsmax TV channel as well as investment into Newsmax 2 for OTT to build out the programming to better monetize Newsmax 2 on FAST channels.
Broadcast Segment Adjusted EBITDA decreased for the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily due to a increases cost of revenues and G&A expense related to increased headcount, programming and production costs on our main Newsmax TV channel as well as continued investment into Newsmax 2 for OTT to build out the programming to better monetize Newsmax 2 of FAST channels.
Affiliate contracts are generally multi-year contracts billed monthly with payments due shortly thereafter. Subscription Revenue The Company sells magazines to consumers through subscriptions. Each subscription is determined to be a distinct performance obligation that is satisfied over the term of the subscription, normally one (1) to five (5) years.
Each subscription is determined to be a distinct performance obligation that is satisfied over the term of the subscription, normally one (1) to five (5) years.
Financing Activities Net cash provided by financing activities for the year ended December 31, 2024 was $125.1 million primarily due to a proceeds received from issuance of convertible stock. 52 Non-GAAP Financial Measures Adjusted EBITDA is defined as revenues less cost of revenues and general and administrative expenses and does not include depreciation and amortization, interest expense, net, impairment charges, unrealized gains (losses) on marketable securities, other corporate matters (consisting primarily of certain litigation expenses, and related fees, for specific legal proceedings that the Company has determined are infrequent and unusual in terms of their magnitude), other, net, and income tax expense.
Adjusted EBITDA is defined as revenues less cost of revenues and general and administrative expenses and does not include depreciation and amortization, interest expense, net, impairment charges, unrealized gains (losses) on marketable securities, other corporate matters (consisting primarily of certain litigation expenses, and related fees, for specific legal proceedings and settlements that we have determined are not representative of the Company's core operating performance), other, net, and income tax expense.
Gross profit as a percent of revenues increased to 49.1% for the year ended December 31, 2024 from 41.3% for the year ended December 31, 2023.
Gross Profit Gross profit decreased by approximately $3.6 million, or 4.6%, for the year ended December 31, 2025 compared to the year ended December 31, 2024. Gross profit as a percent of revenues decreased to 39.3% for the year ended December 31, 2025 from 45.6% for the year ended December 31, 2024.
Affiliate fee revenue is recognized as we continuously make the programming available to the customer over the term of the agreement. For contracts with affiliate fees based on the number of the affiliate’s subscribers, revenues are recognized based on the contractual rate multiplied by the estimated number of subscribers each period.
For contracts with affiliate fees based on the number of the affiliate’s subscribers, revenues are recognized based on the contractual rate multiplied by the number of subscribers each period. Affiliate contracts are generally multi-year contracts billed monthly. Subscription Revenue We sell magazines to consumers through subscriptions.
The Company has an unconditional right to receive payment of the amount billed generally within 30 days from the invoice date. The invoiced amount to be received is recorded in accounts receivable on the balance sheets. Affiliate Fee Revenue The Company generates affiliate fee revenue from agreements with MVPDs for cable network.
We have an unconditional right to receive payment of the amount billed generally within 30 days from the invoice date. Affiliate Fee Revenue We generate affiliate fee revenue from agreements with MVPDs for cable network. Affiliate fee revenue is recognized as we continuously make the programming available to the customer over the term of the agreement.
These increases were offset by reductions in distribution and carriage costs, OTT transmission expenses, marketing for TV promotion and bad debt expense.
These expense increases were offset by reductions in distribution and carriage costs, fulfillment costs and bank fees.
Gross profit increased mainly due to the addition of affiliate fee and Newsmax+ revenue streams. 48 General and Administrative Expense General and administrative expense increased by approximately $52.9 million or 52.5%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Gross profit decreased mainly due to an increase in cost of sales related to production head count and stock-based compensation. 47 General and Administrative Expense General and administrative expense increased by approximately $26.5 million or 17.9%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Additionally, our historical results are not necessarily indicative of the results that may be expected in any future period. Overview of the Company’s Business Founded in 1998 as a digital media brand, Newsmax Inc. entered the cable news market in 2014.
The consolidated financial statements are referred to as the “Financial Statements” herein. Overview of the Company's Business Founded in 1998 as a digital media brand, Newsmax Inc. entered the cable news market in 2014.
As a practical expedient, the Company recognizes any incremental costs of obtaining contracts as expense as the amortization period is considered to be a year or less. As a practical expedient, the Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products.
We record taxes collected from customers and remits to governmental authorities on a net basis. 45 As a practical expedient, we recognize any incremental costs of obtaining contracts as expense as the amortization period is considered to be a year or less.
These include lawsuits filed by Smartmatic USA Corp. and certain of its affiliates (collectively, “Smartmatic”) and Dominion Voting Systems, Inc. and certain of its affiliates (collectively, “Dominion”) filed during 2021. The Smartmatic complaint sought an unspecified amount of damages while the Dominion complaint is seeking $1.6 billion in damages.
These include lawsuits filed by Smartmatic USA Corp. and certain of its affiliates (collectively, “Smartmatic”) and Dominion Voting Systems, Inc. and certain of its affiliates (collectively, “Dominion”) filed during 2023. These expenses are recorded as part of general and administrative expenses in our consolidated statement of operations.
Supplement, books, media and other product sales are recognized at the point in time control transfers to the customer, which is when the product is shipped. Allowances are considered for estimated returns and refunds at the point in time when revenue is recognized. The Company records taxes collected from customers and remitted to governmental authorities on a net basis.
Product Sales Product sales are derived from the sales of books, audio and video, dietary supplements, television production and distribution, and other items advertised on our website. Supplement, books, media and other product sales are recognized at the point in time control transfers to the customer, which is when the product is shipped.
Newsmax Media content is carried by all major linear cable and satellite pay TV platforms, or MVPDs for the Newsmax and World at War channels, and most over the top (“OTT”) streaming platforms for its free ad-supported streaming television service (“FAST”) channel Newsmax2, making Newsmax Media content available to over 100 million homes in the U.S.
Newsmax Broadcasting content, notably its Newsmax channel, is carried by all major linear cable and satellite pay TV platforms, or MVPDs. Newsmax Broadcasting also airs its World at War military documentary channel on several MVPDs. Newsmax2, Newsmax Broadcasting's free streaming and FAST channel is carried on almost all top OTT streaming platforms.
The following table shows our cash flows from operating activities, investing activities and financing activities for the stated periods: December 31, 2024 2023 Net cash provided by (used in): Operating activities $ (48,687,432) $ (3,831,504) Investing activities (58,428,592) 5,395,227 Financing activities 125,131,700 427,443 Operating Activities Net cash used in operating activities for the year ended December 31, 2024 was $48.7 million and was primarily due to a net loss, increase in accounts receivable and decrease in accounts payable offset by depreciation, warrant liabilities, derivative liabilities and an increase in settlement liabilities.
The following table shows cash flows from operating activities, investing activities and financing activities for: December 31, 2025 2024 Net cash provided by (used in): Operating activities $ (104,454,878) $ (48,687,432) Investing activities (53,123,819) (58,428,592) Financing activities 153,958,832 125,131,700 Operating Activities Net cash used in operating activities for the year ended December 31, 2025 was $104.5 million and was primarily driven by the $40.0 million funding of the of the settlement escrow, settlement-related payments and higher operating expenses, partially offset by favorable changes in working capital.
Product Sales decreased by approximately $(0.4) million due to lower nutraceutical sales as a result of decreased new customer acquisition. Advertising revenue increased by approximately $1.8 million due to higher linear cable and satellite advertising revenue due to higher Nielsen ratings but was offset by reductions in OTT revenue resulting from the launch of Newsmax 2 in November 2023.
Advertising revenue increased by approximately $11.2 million as a result of higher linear cable and satellite advertising from higher Nielsen ratings in key dayparts offset by reductions in digital advertising driven by coming out of a political voting year. Affiliate fee revenues increased by approximately $4.0 million due to new contractual relationships as well as rate increases for renewals.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following “Management’s Discussion and Analysis of Financial Condition and Results of Operations” should be read in conjunction with the audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023, and other information included elsewhere in this Annual Report.
As of March 26, 2026 the outstanding balance of the settlement is $20 million. 46 Results of Operations Year ended December 31, 2025 versus December 31, 2024 The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and notes included elsewhere in this Annual Report.
The Company agreed to pay a settlement of approximately $40 million payable over time and granted a five year warrant to purchase 2,000 shares of Series B preferred stock at an exercise price of $5,000 per share , which is included in other corporate matters in the Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended December 31, 2024 and recorded as accrued expenses on the Consolidated Balance Sheet with a balance of $20 million as of December 31, 2024. 47 Results of Operations Year ended December 31, 2024, versus December 31, 2023 The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and notes included elsewhere in this Annual Report.
On September 26, 2024, we entered into a settlement agreement with Smartmatic pursuant to which the parties agreed to resolve the lawsuits among them. We agreed to pay a settlement of approximately $40.0 million payable over time and granted a five year warrant to purchase 2,000 shares of Series B preferred stock at an exercise price of $5,000 per share.
Net cash used in operating activities for the year ended December 31, 2023 was $3.8 million and was primarily due to a net loss offset by loss on asset impairment, depreciation, increase in accounts payable and decrease in accounts receivable and prepaid distribution.
Net cash used in operating activities for the year ended December 31, 2024 was $48.7 million and was primarily driven by higher operating expenses, partially offset by favorable changes in working capital.
The Company completed the Private Placement on February 27, 2025, having sold 45,000 shares of its Series B Preferred Stock, resulting in net proceeds to the Company of approximately $206,660,000. The Company believes these sources of liquidity are sufficient to meet its business operating requirements and its capital expenditures for the next 12 months.
We believe these sources of liquidity are sufficient to meet our business operating requirements and its capital expenditures for the next 12 months. Convertible Preferred Stock Prior to the March 28, 2025 initial public offering, we had outstanding Convertible and Redeemable Preferred Stock, which all converted in connection with the initial public offering.
Cost of Revenues Cost of revenues increased by approximately $7.5 million, or 9.5%, for the year ended December 31, 2024 compared to the year ended December 31, 2023.
Product Sales increased by approximately $1.2 million as compared to prior year primarily driven by several books including Pagan Threat and Be Smart Pay Zero Taxes. Cost of Revenues Cost of revenues increased by approximately $21.8 million, or 23.4%, for the year ended December 31, 2025 compared to the year ended December 31, 2024.
Affiliate fee revenues increased by approximately $24 million due to new contractual relationships starting, principally in November 2023. Subscription revenue increased by approximately $9 million due to the launch of Newsmax+ streaming service that started in November 2023 but was offset by reductions in publication subscriptions due to decreased new customer acquisition.
Subscription revenue increased by approximately $0.6 million with increases to Newsmax+ offset by reductions in publication subscriptions due to decreased new customer acquisition. Other revenue increased by approximately $1.2 million primarily driven by new international license deals.
Digital 2024 2023 $ Change % Change Revenues Advertising $ 19,748,525 $ 18,978,428 $ 770,097 4.1 Subscription 14,548,457 17,179,252 (2,630,795) (15.3) Product sales 6,010,329 6,436,346 (426,017) (6.6) Other 739 1,318 (579) (43.9) Total revenues $ 40,308,050 $ 42,595,344 $ (2,287,294) (5.4) Cost of revenues 21,012,307 21,903,208 (890,901) (4.1) Gross profit $ 19,295,743 $ 20,692,136 (1,396,393) (6.7) General & administrative 28,773,758 23,345,889 5,427,869 23.2 Segment Adjusted EBITDA 3 $ (9,478,015) $ (2,653,753) $ (6,824,262) (7.7) Digital Revenues decreased by $(2.3) million for the year ended December 31, 2024, as compared to the year ended December 31, 2023, due to decreases in subscription revenue and e-commerce nutraceutical sales as a result of decreased marketing for new customer acquisitions which were offset by increased advertising revenue due to higher page views and CPM’s associated with the news cycle.
Digital 2025 2024 $ Change % Change Revenues Advertising $ 16,005,560 $ 19,748,525 $ (3,742,965) (19.0) % Subscription 12,657,008 14,548,457 (1,891,449) (13.0) % Product sales 7,253,340 6,010,329 1,243,011 20.7 % Other 214 739 (525) (71.0) % Total revenues 35,916,122 40,308,050 (4,391,928) (10.9) % Cost of revenues 21,347,866 22,021,051 (673,185) (3.1) % Gross profit 14,568,256 18,286,999 (3,718,743) (20.3) % General & administrative 31,804,093 27,765,014 4,039,079 14.5 % Segment Adjusted EBITDA $ (17,235,837) $ (9,478,015) $ (7,757,822) (81.9) % Digital Revenues decreased by $4.4 million for the year ended December 31, 2025, as compared to the year ended December 31, 2024, due to decreases in advertising revenue of approximately $3.7 million and subscription revenue of approximately $1.9 million offset by increases in product sales of approximately $1.2 million.
The following table sets forth our results of operations data for the year ended December 31, 2024, as compared to the year ended December 31, 2023: Year ended December 31, 2024 2023 $ Change % Change Revenues Service Revenues Advertising $ 109,128,471 $ 107,322,024 $ 1,806,447 1.7 Subscription 26,907,098 18,080,467 8,826,631 48.8 Affiliate fee 26,661,701 2,410,039 24,251,662 1,006.3 Other 2,308,856 1,027,151 1,281,705 124.8 Product Sales 6,010,329 6,436,346 (426,017) (6.6) Total revenues $ 171,016,455 $ 135,276,027 $ 35,740,428 26.4 Cost of revenues 86,968,328 79,455,996 7,512,332 9.5 Gross profit $ 84,048,127 $ 55,820,031 28,228,096 50.6 General & administrative 153,856,367 100,915,301 52,941,066 52.5 Other (expense) income, net (2,363,689) 3,336,654 (5,700,343) (170.8) Loss before income tax expense $ (72,171,928) $ (41,758,616) $ (30,413,312) (72.8) Income tax expense — 18,550 (18,550) (100.0) Net loss $ (72,171,928) $ (41,777,166) $ (30,394,762) (72.8) Revenues Revenues increased by approximately $35.7 million, or 26.4%, for the year ended December 31, 2024, compared to the year ended December 31, 2023.
The following table sets forth our results of operations data for the year ended December 31, 2025, as compared to the year ended December 31, 2024: Year ended December 31, 2025 2024 $ Change % Change Revenues Service Revenues Advertising $ 120,285,447 $ 109,128,471 $ 11,156,976 10.2 % Affiliate fee 30,645,767 26,661,701 3,984,066 14.9 % Subscription 27,517,112 26,907,098 610,014 2.3 % Other 3,553,256 2,308,856 1,244,400 53.9 % Product Sales 7,253,340 6,010,328 1,243,012 20.7 % Total revenues 189,254,922 171,016,454 18,238,467 10.7 % Cost of revenues 114,832,548 93,021,281 21,811,267 23.4 % Gross profit 74,422,374 77,995,173 (3,572,800) (4.6) % General & administrative 174,276,942 147,803,414 26,473,528 17.9 % Other (expense) income, net 359,450 (2,363,688) 2,723,138 115.2 % Loss before income tax expense (99,495,119) (72,171,929) (27,323,189) (37.9) % Income tax expense — — — — % Net loss $ (99,495,119) $ (72,171,929) $ (27,323,189) (37.9) % Revenues Revenues increased by approximately $18.2 million, or 10.7%, for the year ended December 31, 2025, compared to the year ended December 31, 2024.
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This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from such forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those identified below and those discussed in the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” included elsewhere in this Annual Report.
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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Readers should carefully review this document and the other documents filed by Newsmax Inc. with the Securities and Exchange Commission (the “SEC”). This section should be read together with the consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K.
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According to Nielsen, Newsmax Inc. was the only cable news channel to see ratings growth across all day parts in 2023, with prime-time up 42% in total viewers. Q1 2024 also saw an impressive 137% rise in prime-time ratings, compared to the same period last year.
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For the second year in a row, Newsmax was voted the "most trusted" cable news outlet in the nation by attendees at the 2025 Conservative Political Action Conference.
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The Company has developed a significant audience, reaching over 40 million Americans each month through its television broadcasts and multi-platform content, and has demonstrated remarkable growth with revenues up 332% since 2019.

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