Arena Group Holdings Inc (AREN)

The Arena Group Reports Q1 2026 ResultsMay 11, 2026 4:05 PM
Business Wire Monetization Strategy Optimization, Licensing and Commerce Growth, and AI Adoption Efforts Fuel 2026 Momentum The Arena Group Holdings, Inc. (NYSE American: AREN) (“The Arena Group” or “Arena”), the brand, data and IP company home to many of the nation's most recognizable brands, including Parade, TheStreet, Men’s Journal, Athlon Sports, ShopHQ and the Adventure Network (including Surfer, Powder, Bike Magazine and more), today announced financial results for the three months ending March 31, 2026 (“Q1 2026”). Financial Highlights for Q1 2026: First quarter revenue was $20.4 million, compared to $31.8 million in Q1 2025, and gross margin was 34.8% in Q1 2026, compared to 49.4% in Q1 2025, reflecting changes in referral traffic patterns between periods alongside the impact of strategic technical testing performed in Q1 2026 to drive yield and accelerate long-term audience growth. Net loss was $2.7 million, or -13.2% of revenue, compared to net income of $4.0 million, or 12.6% of revenue, in Q1 2025. Q1 2026 results were influenced by elevated severance charges and professional fees totaling over $1 million, stemming from specific legal and restructuring actions taken during the quarter. Adjusted EBITDA for Q1 2026 was $1.7 million compared to Adjusted EBITDA of $9.7 million in Q1 2025. Adjusted EBITDA margin was 8.3% in Q1 2026 compared to 30.5%, in Q1 2025, as Arena continues to prioritize transition to a leaner and more agile operating structure. Cash increased by nearly $1 million during Q1 2026, from a cash balance of $10.3 million as of December 31, 2025 to $11.2 million as of March 31, 2026 demonstrating efficient cash conversion. “This quarter was a pivotal launchpad for our future,” said Paul Edmondson, CEO of The Arena Group. “By aggressively accelerating our AI adoption and conducting rigorous technical tests on monetization, we believe that we have gained the insights necessary to steady our audience and drive yields for the remainder of 2026. “We deliberately chose this quarter to push testing at the center of audience and monetization. While these intensive experiments were bold, they have sharpened our audience and monetization strategy. We have confidence that the intelligence we’ve built this quarter will drive meaningful yield growth this year.” Debt Refinancing Progress Update: The Arena Group continues to make progress in its effort to optimize the company’s current capital structure. The company has engaged a leading commercial bank to replace its existing debt facility. The successful execution of this new facility is expected to strengthen financial flexibility, reduce debt servicing costs, and provide a more efficient capital structure to support future growth and long-term value creation. Operational Highlights for Q1 2026: Monetization Strategy Optimization: Through controlled testing and adjustments to ad density, layouts, video units and user experience, monetization strategy has been refined to increase revenue across The Arena Group’s sites. Despite the fluctuations seen due to the testing, CPMs beat US Market OMP (open market) by 72% in Q1 2026, according to Adomik. Brand Building Initiatives and Growth: Continued to develop brand impact and authority through initiatives such as signature video and branded content series, events, the continued publication of print magazines and strategic operating partnerships. Aggressive AI Adoption: Accelerated AI adoption, especially in development of games, content generation strategy and tooling. Licensing Initiatives: Licensed badging business achieved 72% year-over-year growth for the quarter, and Men’s Journal Spirits Shop also experienced rapid growth, including a 165% increase in average weekly sales in Q1 2026 compared to Q4 2025. Further expansion into high-value experiential categories continues to drive licensing efforts in the upcoming quarters. Commerce Momentum: ShopHQ added a total of 40 partners, supplying 44 brands, throughout the quarter, and saw a 14% increase in orders in Q1 2026 over Q4 2025. With the recent expansion into TikTok Shop in Q2 2026, momentum continues to build as peak shopping months are ahead in Q3 and Q4 2026. About The Arena Group The Arena Group Holdings, Inc. (NYSE American: AREN) is a brand, data and IP company that builds, acquires and scales high-performing digital assets. We combine technology, storytelling and entrepreneurship to create deep content verticals that engage passionate audiences across sports & leisure, lifestyle and finance. Through our portfolio of owned and operated brands including Parade, TheStreet, Men’s Journal, Athlon Sports, ShopHQ and the Adventure Network (Surfer, Powder, Bike Magazine and more), we deliver trusted content and meaningful experiences to millions of users each month. Visit us at thearenagroup.net to learn more. THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands of dollars, except for share data)     As of   March 31, 2026   December 31, 2025   (Unaudited)     Assets       Current assets:       Cash and cash equivalents $ 11,230     $ 10,338   Accounts receivable (net of allowances of $1,169 and $1,255 at March 31, 2026 and December 31, 2025, respectively)   18,149       22,270   Prepayments and other current assets   3,125       3,022   Total current assets   32,504       35,630   Property and equipment, net   56       56   Operating lease right-of-use assets   1,957       2,031   Platform development, net   9,506       9,762   Acquired and other intangible assets, net   21,519       22,412   Other long term assets   133       137   Goodwill   42,575       42,575   Total assets $ 108,250     $ 112,603   Liabilities and stockholders’ deficiency       Current liabilities:       Accounts payable $ 3,063     $ 1,676   Accrued expenses and other   5,354       7,631   Unearned revenue   2,468       3,251   Subscription and returns reserve liability   580       508   Operating lease liability, current portion   413       402   Liquidated damages payable   3,610       3,535   Total current liabilities   15,488       17,003   Unearned revenue, net of current portion   35       43   Operating lease liability, net of current portion   1,963       2,071   Deferred tax liabilities   591       733   Term debt   97,592       97,578   Total liabilities   115,669       117,428   Commitments and contingencies       Stockholders' deficiency:       Common stock, $0.01 par value, authorized 1,000,000,000 shares; issued and outstanding: 47,602,790 and 47,594,930 shares at March 31, 2026 and December 31, 2025, respectively   482       482   Additional paid-in capital   349,262       349,198   Accumulated deficit   (357,163 )     (354,505 ) Total stockholders’ deficiency   (7,419 )     (4,825 ) Total liabilities and stockholders’ deficiency $ 108,250     $ 112,603   THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) (In thousands of dollars, except for share data)     Three Months Ended March 31,     2026       2025           Revenue $ 20,406     $ 31,815   Cost of revenue (includes amortization of platform development and developed technology for the three months ended March 31, 2026 and 2025 of $1,050 and $1,276, respectively.   13,325       16,146   Gross profit   7,081       15,669   Operating expenses       Selling and marketing   1,851       2,134   General and administrative   4,641       5,283   Depreciation and amortization   893       890   Total operating expenses   7,385       8,307   Income (loss) from operations   (304 )     7,362   Other (expense) income       Interest expense, net   (2,421 )     (3,004 ) Liquidated damages   (75 )     (75 ) Total other expense   (2,496 )     (3,079 ) Income (loss) before income taxes   (2,800 )     4,283   Income tax benefit (provision)   142       (286 ) Income (loss) from continuing operations   (2,658 )     3,997   Income from discontinued operations, net of tax   —       23   Net income (loss) $ (2,658 )     4,020   Basic net income (loss) per common share:       Continuing operations $ (0.06 )   $ 0.08   Discontinued operations   —       —   Basic net income (loss) per common share $ (0.06 )   $ 0.08   Diluted net income (loss) per common share:       Continuing operations $ (0.06 )   $ 0.08   Discontinued operations   —       —   Diluted net income (loss) per common share $ (0.06 )   $ 0.08   Weighted average number of common shares outstanding:       Basic   47,490,739       47,458,076   Diluted   47,490,739       47,466,658   We report our financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”); however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain items that are noncash in nature or not related to our core business operations. We calculate Adjusted EBITDA as net loss as adjusted for loss from discontinued operations, with additional adjustments for (i) interest expense (net), (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) change in valuation of contingent consideration, (vi) liquidated damages, (vii) loss on impairment of assets, and (viii) employee restructuring payments. Our non-GAAP measure may not be comparable to similarly titled measures used by other companies, have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP measures as superior to, or a substitute for, the equivalent measure calculated and presented in accordance with GAAP. Some of the limitations are that our non-GAAP measure:   ? does not reflect interest expense and financing fees, or the cash required to service our debt, which reduces cash available to us;   ? does not reflect income tax provision or benefit, which is a noncash income or expense;   ? does not reflect depreciation and amortization expense and, although this is a noncash expense, the assets being depreciated may have to be replaced in the future, increasing our cash requirements;   ? does not reflect stock-based compensation and, therefore, does not include all of our compensation costs;   ? does not reflect the change in valuation of contingent consideration, and, although this is a noncash income or expense, the change in the valuations each reporting period are not impacted by our actual business operations but is instead strongly tied to the change in the market value of our common stock;   ? does not reflect liquidated damages and, therefore, does not include future cash requirements if we repay the liquidated damages in cash instead of shares of our common stock (which the investor would need to agree to);   ? does not reflect any losses from the impairment of assets, which is a noncash operating expense;   ? does not reflect any losses from the sale of assets, which is a noncash operating expense   ? does not reflect the employee retention credits recorded by us for payroll related tax credits under the CARES Act;   ? does not reflect payments related to employee severance and employee restructuring changes for our former executives;   ? does not reflect the professional and vendor fees incurred by us for services provided by consultants, accountants, lawyers, and other vendors, which services were related to certain types of events that are not reflective of our business operations; and   ? may not reflect proper non direct cost allocations. The following table presents a reconciliation of Adjusted EBITDA to net income (loss), which is the most directly comparable GAAP measure, for the periods indicated:   Three Months Ended March 31,     2026       2025   Net income (loss) $ (2,658 )   $ 4,020   Less: Income from discontinued operations   —       (23 ) Income (loss) from continuing operations   (2,658 )     3,997   Add:       Interest expense, net (1)   2,421       3,004   Income taxes   (142 )     286   Depreciation and amortization (2)   1,943       2,166   Stock-based compensation (3)   64       182   Liquidated damages (4)   75       75   Adjusted EBITDA $ 1,703     $ 9,710   (1) Interest expense is related to our capital structure and varies over time due to a variety of financing transactions. Interest expense includes $14 and $31 for amortization of debt discounts for the three months ended March 31, 2026 and 2025 respectively, as presented in our condensed consolidated statements of cash flows, which are noncash items. Investors should note that interest expense will recur in future periods. (2) Depreciation and amortization related to our developed technology and our Platform is included within cost of revenues of $1,050 and $1,276 for the three months ended March 31, 2026 and 2025, respectively, and depreciation and amortization is included within operating expenses of $893 and $890 for the three months ended March 31, 2026 and 2025, respectively. We believe (i) the amount of depreciation and amortization expense in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense will recur in future periods. (3) Stock-based compensation represents noncash costs arise from the grant of stock-based awards to employees, consultants and directors. We believe that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period comparisons in our operating performance because (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations, and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Additionally, we believe that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between our operating performance and the operating performance of other companies that may use different forms of employee compensation or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future. (4) Liquidated damages (or interest expense related to accrued liquidated damages) represents amounts we owe to certain of our investors in private placements offerings conducted in fiscal years 2018 through 2020, pursuant to which we agreed to certain covenants in the respective securities purchase agreements and registration rights agreements, including the filing of resale registration statements and becoming current in our reporting obligations, which we were not able to timely meet. Forward-Looking Statements This Press Release of The Arena Group Holdings, Inc. (the “Company,” “we,” “our,” and “us”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues and income from continuing operations, anticipated yield growth and monetization improvements, cost reductions, debt refinancing efforts, market growth, capital requirements, product introductions, expansion plans, our stock price relative to our peers and our share repurchase program (as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 16, 2026 (the “2025 Form 10-K”) and in our other SEC filings and publicly available documents). Other statements contained in this Press Release that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and other stylistic variants denoting forward-looking statements. We caution investors that any forward-looking statements presented in this Press Release, or that we may make orally or in writing from time to time, are based on information currently available, as well as our beliefs and assumptions. The actual outcome related to forward-looking statements will be affected by known and unknown risks, trends, uncertainties, and factors that are beyond our control or ability to predict. Although we believe that our assumptions are reasonable, they are not guarantees of future performance, and some will inevitably prove to be incorrect. As a result, our actual future results can be expected to differ from our expectations, and those differences may be material. Accordingly, investors should use caution in relying on forward-looking statements, which are based only on known results and trends at the time they are made, to anticipate future results or trends. We detail other risks in our public filings with the Securities and Exchange Commission (the “SEC”), including in Part I, Item 1A, Risk Factors, in the 2025 10-K. The discussion in this Press Release should be read in conjunction with the consolidated financial statements and notes thereto included in Part II, Item 8 in the 2025 10-K. This Press Release and all subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances after the date of this Press Release except as may be required by law. View source version on businesswire.com: https://www.businesswire.com/news/home/20260511981800/en/ The Arena Group Contact:
Morgan Fitzgerald
morgan.fitzgerald@thearenagroup.net The Arena Group Investor Contact:
Rob Fink
FNK IR
646-809-4048
aren@fnkir.com Original: The Arena Group Reports Q1 2026 Results

The Arena Group Reschedules Q1 2026 Earnings Conference Call to Monday, May 11, 2026April 30, 2026 3:22 PM
Business Wire
The Arena Group Holdings, Inc. (NYSE American: AREN), the brand, data and IP company that builds, acquires and scales high-performing digital assets—home to many of the nation's most recognizable brands including TheStreet, Parade, Men’s Journal, Athlon Sports, Surfer, ShopHQ and more—today announced that its Q1 2026 financial results conference call has been rescheduled from Friday, May 8, 2026 at 8:30 a.m. ET to Monday, May 11, 2026 at 4:30 p.m. ET, due to a scheduling conflict.


All previously announced conference and webcast details remain unchanged.


Conference Call and Webcast Details


The Arena Group Q1 2026 Earnings Conference Call


Monday, May 11, 2026 at 4:30 p.m. ET


To view the webcast, please visit this link: https://viavid.webcasts.com/starthere.jsp?ei=1759272&tp_key=36f64e5186.


For participation in the live institutional Q&A and for the telephonic replay, please refer to the following details:



If connecting near the start time, the Callme link will allow participants to enter the call directly.


Or dial in at the following participant numbers: 1-877-407-0784 or 1-201-689-8560






Following the conclusion of the live call, a telephonic replay will be available until Monday, May 25, 2026, at 11:59 p.m ET, and webcast replay will be available for at least 90 days on the Investor Relations section of the Company's website.



Replay Dial In: 1-844-512-2921 or 1-412-317-6671


Replay Pin Number: 13758627






Retail Investor Questions


The Arena Group will continue to accept questions from shareholders, with select questions to be answered by management on the conference call.


Investors are encouraged to submit questions to investorrelations@thearenagroup.net or by commenting on the Company’s LinkedIn, Facebook, Instagram or X social media accounts by Thursday, May 7, 2026, at 11:59 p.m. ET. Selected questions will be answered live during the call. A copy of the Company’s answers will be published on the Company’s website (www.thearenagroup.net) as well as via Form 8-K disclosure.


About The Arena Group


The Arena Group Holdings, Inc. (NYSE American: AREN) is a brand, data and IP company that builds, acquires and scales high-performing digital assets. We combine technology, storytelling and entrepreneurship to create deep content verticals that engage passionate audiences across sports & leisure, lifestyle and finance. Through our portfolio of owned and operated brands including TheStreet, Parade, Men's Journal, Athlon Sports, the Adventure Network (Surfer, Powder, Bike, etc), ShopHQ and others, we deliver trusted content and meaningful experiences to millions of users each month. Visit us at thearenagroup.net to learn more.

View source version on businesswire.com: https://www.businesswire.com/news/home/20260430208479/en/
Media Contact

Morgan Fitzgerald

morgan.fitzgerald@thearenagroup.net


Investor Relations Contact

Rob Fink, FNK IR

aren@fnkir.com

646.809.4048


Original: The Arena Group Reschedules Q1 2026 Earnings Conference Call to Monday, May 11, 2026

The Arena Group Reports Q4 and Full Year 2025 Results, Marking First Full Year of Positive Net Income and Major Debt ReductionMarch 16, 2026 4:05 PM
Business Wire
Revenue Diversification, Commerce Expansion and Disciplined Operations Continue to Fuel Growth and Scale in Face of Industry Volatility


The Arena Group Holdings, Inc. (NYSE American: AREN) (“The Arena Group” or “Arena”), a brand, data, and IP company home to many of the nation's most recognizable brands, including Parade, TheStreet, Men’s Journal, Athlon Sports, ShopHQ and the Adventure Network (including Surfer, Powder, Bike Magazine and more), today announced financial results for the three months ending December 31, 2025 (“Q4 2025”) and the year ended December 31, 2025 (“FY 2025”).


Financial Highlights for Q4 2025:



Fourth quarter revenue was $28.2 million, compared to $36.2 million in Q4 2024. Despite this reduction in revenue, gross margin was a robust 43.6% in Q4 2025, compared to 52.8% in Q4 2024, demonstrating the resilience of Arena’s variable cost structure.



Net income was $5.3 million, or 18.8%, compared to $6.9 million, or 19.1%, in Q4 2024, underscoring Arena’s commitment to operational discipline and cost management through margin optimization.



Adjusted EBITDA for Q4 2025 was $10.1 million compared to Adjusted EBITDA of $13.0 million in Q4 2024. Adjusted EBITDA margin of 35.8% in Q4 2025 represents a minimal variance from 35.9%, in Q4 2024, highlighting Arena’s ability to sustain high-level profitability in a dynamic macro environment.



Reduced outstanding debt load by 12% during Q4 2025 via a $13.0 million principal repayment, underscoring Arena’s commitment to a leaner, more efficient capital structure.



Financial Highlights for FY 2025:



Full year revenue increased to $134.8 million in 2025 from $125.9 million in 2024 as a result of growth in Arena’s non-advertising revenue streams. Publisher revenue increased $11.6 million over 2024 and performance marketing revenue increased $8.7 million over 2024 as a result of its continued focus on reducing its reliance on external traffic referral sources. Advertising revenue represented just 64% of total revenue in 2025 compared to 74% in 2024.



Full year gross margin significantly expanded to 50.7% in 2025 compared to 44.2% in 2024. This margin expansion highlights the structural efficiency and scalability of Arena’s Entrepreneurial Publishing model, as well as growth in its high-margin non-advertising revenue streams.



Income from continuing operations for 2025 was $28.6 million, up from a loss of $7.7 million in 2024. This improvement validates the successful implementation of Arena’s Entrepreneurial Publishing model and cost structure optimization efforts.



Net income was $124.9 million in 2025, including income from discontinued operations of $96.3 million, compared to a net loss of $100.7 million in 2024, including loss from discontinued operations of $93.0 million.



Adjusted EBITDA improved to $51.5 million, or 38.2% in 2025 compared to $27.0 million, or 21.4% in 2024 signaling a fundamental shift in Arena’s profitability profile and the high-margin scalability of our operating model.



Completed a strategic retirement of $23.5 million of outstanding debt, reducing Arena’s leverage by 57.8% from 4.5x in 2024 to 1.89x in 2025 while growing its cash balance by nearly $6.0 million. These balance sheet improvements underscore its powerful cash generation and disciplined approach to capital management.



“In 2025, we have transformed The Arena Group into a leaner, more resilient organization by innovating and scaling our Entrepreneurial Publishing model, aggressively paying down debt and maintaining strict cost controls,” Paul Edmondson, CEO of The Arena Group. “We believe our expansion into video and syndication (publisher revenue), alongside our commerce initiatives, provides the diversification necessary to navigate major algorithmic shifts and evolution of the media landscape. While the challenges of the industry will continue, we are confident that we’re better positioned with the ability to adapt in real-time, and we expect this strategic flexibility to drive positive cash from operations for the full year 2026.”


Operational Highlights for FY 2025:



Proven Scalability of the Entrepreneurial Publishing Model: Successfully expanded the EP from Athlon Sports to flagship brands Parade, Men’s Journal, TheStreet and Autoblog, driving record audience engagement and high-margin growth while maintaining a flexible, variable cost structure.



Strategic Content-to-Commerce Transformation: Completed the acquisition and relaunch of ShopHQ, transforming it from a broadcast-heavy model into a high-margin, drop-ship commerce platform that leverages Arena’s 100M+ monthly users.



Diversified Revenue Streams: Achieved a significant shift in revenue mix, with non-advertising revenue (commerce, performance marketing, and syndication) growing triple-digits year-over-year, reducing Arena’s reliance on industry-wide traffic volatility and algorithmic search changes.



Operational Discipline and Balance Sheet Strengthening: Successfully restructured operations and strengthened balance sheet through aggressive debt repayment and reduction of fixed costs, resulting in a transition to what The Arena Group believes will be consistent, repeatable profitability and a significantly improved net leverage position.



Launch of Encore: Moved the Encore AI platform into full production, unifying first-party data across all 40+ brands to connect user behavior directly to commerce outcomes and provide advertisers with high-conversion, brand-safe inventory.



About The Arena Group


The Arena Group Holdings, Inc (NYSE American: AREN) is a brand, data and IP company that builds, acquires and scales high-performing digital assets. We combine technology, storytelling and entrepreneurship to create deep content verticals that engage passionate audiences across sports & leisure, lifestyle and finance. Through our portfolio of owned and operated brands including Parade, TheStreet, Men’s Journal, Athlon Sports, ShopHQ and the Adventure Network (Surfer, Powder, Bike Magazine and more), we deliver trusted content and meaningful experiences to millions of users each month. Visit us at thearenagroup.net to learn more.




THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES








CONSOLIDATED BALANCE SHEETS







  



(In thousands of dollars, except for share data)








 



 






As of December 31,








 






2025






 






2024








 






($ in thousands, except








Assets






 






 






 








Current assets:






 






 






 








Cash and cash equivalents






$






10,338






 






 






$






4,362






 








Accounts receivable (net of allowances of $1,255 in 2025 and $1,458 in 2024)






 






22,270






 






 






 






31,115






 








Prepayments and other current assets






 






3,022






 






 






 






4,757






 








Total current assets






 






35,630






 






 






 






40,234






 








Property and equipment, net






 






56






 






 






 






148






 








Operating lease right-of-use assets






 






2,031






 






 






 






2,340






 








Platform development, net






 






9,762






 






 






 






8,115






 








Acquired and other intangible assets, net






 






22,412






 






 






 






22,789






 








Other long term assets






 






137






 






 






 






151






 








Goodwill






 






42,575






 






 






 






42,575






 








Total assets






$






112,603






 






 






$






116,352






 








Liabilities, mezzanine equity and stockholders’ deficiency






 






 






 








Current liabilities:






 






 






 








Accounts payable






$






1,676






 






 






$






4,844






 








Accrued expenses and other






 






7,631






 






 






 






10,990






 








Unearned revenue






 






3,251






 






 






 






6,349






 








Subscription and returns reserve liability






 






508






 






 






 






430






 








Operating lease liability, current portion






 






402






 






 






 






254






 








Liquidated damages payable






 






3,535






 






 






 






3,230






 








Current liabilities from discontinued operations






 






–






 






 






 






96,159






 








Total current liabilities






 






17,003






 






 






 






122,256






 








Unearned revenue, net of current portion






 






43






 






 






 






403






 








Operating lease liability, net of current portion






 






2,071






 






 






 






1,964






 








Deferred tax liabilities






 






733






 






 






 






802






 








Simplify loan






 






–






 






 






 






10,651






 








Term debt






 






97,578






 






 






 






110,436






 








Total liabilities






 






117,428






 






 






 






246,512






 








Commitments and contingencies






 






 






 








Mezzanine equity:






 






 






 








Series G redeemable and convertible preferred stock, $0.01 par value, $1,000 per share liquidation value and 1,800 shares designated; aggregate liquidation value: $– and $168; Series G shares issued and outstanding: – and 168 ; common shares issuable upon conversion: – and 8,582 at December 31, 2025 and December 31, 2024






 






–






 






 






 






168






 








Total mezzanine equity






 






–






 






 






 






168






 








Stockholders' deficiency:






 






 






 








Common stock, $0.01 par value, authorized 1,000,000,000 shares; issued and outstanding: 47,594,930 and 47,556,267 shares at December 31, 2025 and December 31, 2024, respectively






 






482






 






 






 






475






 








Additional paid-in capital






 






349,198






 






 






 






348,560






 








Accumulated deficit






 






(354,505






)






 






 






(479,363






)








Total stockholders’ deficiency






 






(4,825






)






 






 






(130,328






)








Total liabilities, mezzanine equity and stockholders’ deficiency






$






112,603






 






 






$






116,352






 









THE ARENA GROUP HOLDINGS, INC. AND SUBSIDIARIES








CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)








(In thousands of dollars, except for share data)










 



 






Three Months Ended December 31,






 






Years Ended December 31,








 






2025






 






2024






 






2025






 






2024








 






($ in thousands, except share data)






 






($ in thousands, except share data)








Revenue






 






28,241






 






 






 






36,229






 






 






 






134,828






 






 






 






125,907






 








Cost of revenue






 






15,923






 






 






 






17,154






 






 






 






66,479






 






 






 






70,189






 








Gross profit






 






12,318






 






 






 






19,075






 






 






 






68,349






 






 






 






55,718






 








Operating expenses






 






 






 






 






 






 






 








Selling and marketing






 






1,615






 






 






 






2,222






 






 






 






7,033






 






 






 






12,548






 








General and administrative






 






2,360






 






 






 






5,609






 






 






 






17,056






 






 






 






30,399






 








Depreciation and amortization






 






821






 






 






 






899






 






 






 






3,469






 






 






 






3,704






 








Loss on impairment of assets






 






—






 






 






 






—






 






 






 






—






 






 






 






1,198






 








Total operating expenses






 






4,796






 






 






 






8,730






 






 






 






27,558






 






 






 






47,849






 








Income from operations






 






7,522






 






 






 






10,345






 






 






 






40,791






 






 






 






7,869






 








Other (expense) income






 






 






 






 






 






 






 








Change in valuation of contingent consideration






 






—






 






 






 






—






 






 






 






—






 






 






 






(313






)








Interest expense, net






 






(2,552






)






 






 






(2,921






)






 






 






(11,358






)






 






 






(14,668






)








Liquidated damages






 






(77






)






 






 






(77






)






 






 






(305






)






 






 






(306






)








Total other expense






 






(2,629






)






 






 






(2,998






)






 






 






(11,663






)






 






 






(15,287






)








Income (loss) before income taxes






 






4,893






 






 






 






7,347






 






 






 






29,128






 






 






 






(7,418






)








Income tax provision






 






441






 






 






 






(133






)






 






 






(520






)






 






 






(249






)








Income (loss) from continuing operations






 






5,334






 






 






 






7,214






 






 






 






28,608






 






 






 






(7,667






)








Income (loss) from discontinued operations, net of tax






 






—






 






 






 






(334






)






 






 






96,250






 






 






 






(93,043






)








Net income (loss)






 






5,334






 






 






 






6,880






 






 






 






124,858






 






 






 






(100,710






)








Basic net income (loss) per common share:






 






 






 






 






 






 






 








Continuing operations






$






0.11






 






 






$






0.20






 






 






$






0.60






 






 






$






(0.22






)








Discontinued operations






 






—






 






 






 






(0.01






)






 






 






2.03






 






 






 






(2.63






)








Basic net income (loss) per common share






$






0.11






 






 






$






0.19






 






 






$






2.63






 






 






$






(2.85






)








Diluted net income (loss) per common share:






 






 






 






 






 






 






 








Continuing operations






$






0.11






 






 






$






0.20






 






 






$






0.60






 






 






$






(0.22






)








Discontinued operations






 






—






 






 






 






(0.01






)






 






 






2.02






 






 






 






(2.63






)








Diluted net income (loss) per common share






$






0.11






 






 






$






0.19






 






 






$






2.62






 






 






$






(2.85






)








Weighted average number of common shares outstanding:






 






 






 






 






 






 






 








Basic






 






47,475,520






 






 






 






35,405,336






 






 






 






47,465,214






 






 






 






35,405,336






 








Diluted






 






47,693,138






 






 






 






35,413,918






 






 






 






47,666,424






 






 






 






35,405,336






 







Use of Non-GAAP Financial Measures


We report our financial results in accordance with generally accepted accounting principles in the United States of America (“GAAP”); however, management believes that certain non-GAAP financial measures provide users of our financial information with useful supplemental information that enables a better comparison of our performance across periods. We believe Adjusted EBITDA provides visibility to the underlying continuing operating performance by excluding the impact of certain items that are noncash in nature or not related to our core business operations. We calculate Adjusted EBITDA as net (income) loss as adjusted for income (loss) from discontinued operations, with additional adjustments for (i) interest expense (net), (ii) income taxes, (iii) depreciation and amortization, (iv) stock-based compensation, (v) change in valuation of contingent consideration, (vi) liquidated damages, (vii) loss on impairment of assets, and (viii) employee restructuring payments. Our non-GAAP measure may not be comparable to similarly titled measures used by other companies, have limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our operating results as reported under GAAP. Additionally, we do not consider our non-GAAP measures as superior to, or a substitute for, the equivalent measure calculated and presented in accordance with GAAP. Some of the limitations are that our non-GAAP measure:



does not reflect interest expense and financing fees, or the cash required to service our debt, which reduces cash available to us;



does not reflect income tax provision or benefit, which is a noncash income or expense;



does not reflect depreciation and amortization expense and, although this is a noncash expense, the assets being depreciated may have to be replaced in the future, increasing our cash requirements;



does not reflect stock-based compensation and, therefore, does not include all of our compensation costs;



does not reflect the change in valuation of contingent consideration and, although this is a noncash income or expense, the change in the valuations each reporting period are not impacted by our actual business operations but is instead strongly tied to the change in the market value of our common stock;



does not reflect liquidated damages and, therefore, does not include future cash requirements if we repay the liquidated damages in cash instead of shares of our common stock (which the investor would need to agree to);



does not reflect any losses from the impairment of assets, which is a noncash operating expense;



does not reflect payments related to employee severance and employee restructuring changes for our former executives; and



may not reflect proper non direct cost allocations.



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




 







Three Months Ended




December 31,






 






Twelve Months Ended




December 31,








 







2025






 






2024






 






2025






 






2024








Net income (loss)







$






5,334






 







$






6,880






 







$






124,858






 







$






(100,710






)








Less: Income (loss) from discontinued operations







 






—






 







 






334






 







 






(96,250






)







 






93,043






 








Income (loss) from continuing operations







 






5,334






 







 






7,214






 







 






28,608






 







 






(7,667






)








Add:







 







 







 







 







Interest expense (net) (1)


 






2,552






 







 






2,921






 







 






11,358






 







 






14,668






 








Income taxes







 






(441






)







 






133






 







 






520






 







 






249






 







Depreciation and amortization (2)


 






2,265






 







 






2,373






 







 






8,887






 







 






9,692






 







Stock-based compensation (3)


 






67






 







 






295






 







 






485






 







 






2,425






 







Change in valuation of contingent consideration (4)


 






—






 







 






—






 







 






—






 







 






313






 







Liquidated damages (5)


 






77






 







 






77






 







 






305






 







 






306






 







Loss on impairment of assets (6)


 






—






 







 






—






 







 






—






 







 






1,198






 







Employee restructuring payments (7)


 






204






 







 






(33






)







 






1,344






 







 






5,776






 








Adjusted EBITDA







$






10,058






 







$






12,980






 







$






51,507






 







$






26,960






 









(1)







Interest expense is related to our capital structure and varies over time due to a variety of financing transactions. Interest expense includes $142 and $658 for amortization of debt costs for the years ended December 31, 2025 and 2024, respectively, as presented in our consolidated statements of cash flows, which are noncash items. Investors should note that interest expense will recur in future periods.








(2)







Depreciation and amortization related to our developed technology and Platform is included within cost of revenue and totaled $5,418 and $5,988 for the years ending December 31, 2025 and 2024, respectively. Depreciation and amortization related to intangible assets and property & equipment is included within operating expenses and totaled $3,469 and $3,704 for the years ending December 31, 2025 and 2024, respectively. We believe (i) the amount of depreciation and amortization expense in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired tangible and intangible assets. Investors should note that the use of tangible and intangible assets contributed to revenue in the periods presented and will contribute to future revenue generation and should also note that such expense will recur in future periods.








(3)







Stock-based compensation represents noncash costs arise from the grant of stock-based awards to employees, consultants and directors. We believe that excluding the effect of stock-based compensation from Adjusted EBITDA assists management and investors in making period-to-period comparisons in our operating performance because (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations, and (ii) such expenses can vary significantly between periods as a result of the timing of grants of new stock-based awards, including grants in connection with acquisitions. Additionally, we believe that excluding stock-based compensation from Adjusted EBITDA assists management and investors in making meaningful comparisons between our operating performance and the operating performance of other companies that may use different forms of employee compensation or different valuation methodologies for their stock-based compensation. Investors should note that stock-based compensation is a key incentive offered to employees whose efforts contributed to the operating results in the periods presented and are expected to contribute to operating results in future periods. Investors should also note that such expenses will recur in the future.








(4)







Change in fair value of contingent consideration represents the change in the put option on our common stock in connection with the acquisition of Fexy Studios.








(5)







Liquidated damages (or interest expense related to accrued liquidated damages) represents amounts we owe to certain of our investors in private placements offerings conducted in fiscal years 2018 through 2020, pursuant to which we agreed to certain covenants in the respective securities purchase agreements and registration rights agreements, including the filing of resale registration statements and becoming current in our reporting obligations, which we were not able to timely meet.








(6)







Loss on impairment of assets represents certain assets that are no longer useful.








(7)







Employee restructuring payments represents severance payments to employees under employer restructuring arrangements for the three months and the years ended December 31, 2025 and 2024, respectively.







Forward-Looking Statements


This Press Release of The Arena Group Holdings, Inc. (the “Company,” “we,” “our,” and “us”) contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements relate to future events or future performance and include, without limitation, statements concerning our business strategy, future revenues and income from continuing operations, cost reductions, market growth, capital requirements, product introductions, expansion plans, our stock price relative to our peers and our share repurchase program (as disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on March 16, 2026 (the “2025 10-K”) and in our other SEC filings and publicly available documents). Other statements contained in this Press Release that are not historical facts are also forward-looking statements. We have tried, wherever possible, to identify forward-looking statements by terminology such as “may,” “will,” “could,” “should,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” and other stylistic variants denoting forward-looking statements.


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


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

View source version on businesswire.com: https://www.businesswire.com/news/home/20260316751519/en/
The Arena Group Contact:

Morgan Fitzgerald

morgan.fitzgerald@thearenagroup.net


The Arena Group Investor Contact:

Rob Fink

FNK IR

646-809-4048

aren@fnkir.com


Original: The Arena Group Reports Q4 and Full Year 2025 Results, Marking First Full Year of Positive Net Income and Major Debt Reduction