Arena Group Holdings, Inc. (AREN)

Overview

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

Impact of Macroeconomic Conditions

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

Key Operating Metrics

Our key operating metrics are:

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

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

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

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

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

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

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

For the three and six months ended June 30, 2026, our RPM was $23.96 and $21.12 compared to $25.12 and $23.85 for the same periods in 2025. The declines were primarily driven by broader advertising yield softness across the digital media landscape and unfavorable traffic mix shift away from higher yielding properties. For the three and six months ended June 30, 2026, monthly average page views were 187,715,312 and 196,971,983 compared to 423,358,110 and 375,434,097 for the same periods in 2025. These contractions were primarily attributable to core search engine algorithm updates in late 2025 that altered external referral patterns. Though these changes had an adverse impact on our first-half of 2026 results, the results of our optimization testing during the first quarter of 2026 are expected to stabilize audience and maximize yield over the remainder of the year. To further mitigate the impact of these algorithm updates, management is actively executing yield-enhancement initiatives, refining site architecture, elevating high-authority core content, and accelerating AI-driven traffic monetization tools. These technical enhancements are intended to stabilize audience reach, maximize yield, and align with evolving search engine indexing practices.

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

Liquidity and Capital Resources

Liquidity

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

For the three and six months ended June 30, 2026, we reported a loss from continuing operations of $176 and $2,834, respectively. Despite these losses, we generated positive cash flow from operations for the six months ended June 30, 2026, and had cash and cash equivalents of $11,170 as of June 30, 2026.

Based on our current liquidity position, including cash on hand, expected operating cash flows, current operating plans and forecasts, and projected compliance with debt covenants, management believes that we have sufficient liquidity to meet our obligations as they come due for at least the next twelve months.

Cash

As of June 30, 2026, our principal sources of liquidity consisted of cash and cash equivalents of $11,170 and accounts receivable, net of allowance for credit losses, of 18,489. Our cash balance as of the issuance date of our accompanying condensed consolidated financial statements is $11,338.

Debt Refinance

Effective August 7, 2026, we entered into a new debt agreement with Renew that replaced our existing Term Debt and eliminated the $25,000 Simplify Loan. See FN 20, Subsequent Event, for further details.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Material Contractual Obligations

We have material contractual obligations that arise in the normal course of business primarily consisting of employment contracts, consulting agreements, leases, liquidated damages, debt and related interest payments. Purchase obligations consist of contracts primarily related to merchandise, equipment, and third party services, the majority of which are due in

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the next 12 months. See Note 5, Leases, Note 7, Liquidated Damages Payable, and Note 9, Simplify Loan and Note 10, Term Debt, in our accompanying condensed consolidated financial statements for amounts outstanding as of June 30, 2026, related to other material contractual obligations.

Discontinued Operations

On March 18, 2024, we discontinued the Sports Illustrated media business (the “SI Business”) that was operated under the Licensing Agreement with ABG-SI, LLC (“ABG”) dated June 14, 2019 (as amended to date, the “Licensing Agreement”). This discontinuation of the SI Business (i.e., discontinued operations) followed the termination of the Licensing Agreement by ABG on January 18, 2024. Income from our discontinued operations, net of tax, was $0 and $96,227 for the three months ended June 30, 2026 and 2025, respectively. Income from our discontinued operations, net of tax, was $0 and $96,250 for the six months ended June 30, 2026 and 2025, respectively.

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

Working Capital

We have financed our working capital requirements since inception through issuances of equity securities and various debt financings. Our working capital surplus as of June 30, 2026 and December 31, 2025 is as follows:

As of June 30, 2026, we had working capital of $18,777, consisting of $32,435 in total current assets and $13,658 in total current liabilities as compared to working capital of $18,627 as of December 31, 2025. As of December 31, 2025, our working capital surplus consisted of $35,630 in total current assets and $17,003 in total current liabilities.

Our cash flows for the six months ended June 30, 2026 and 2025 consisted of the following:

For the six months ended June 30, 2026, net cash provided by operating activities was $2,051, consisting primarily of $44,834 of cash received from customers, offset by $37,871 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements and professional services, and $4,912 of cash paid for interest. For the six months ended June 30, 2025, net cash provided by operating activities was $13,970, consisting primarily of $21,501 of cash received from customers, offset by $1,645 of cash paid to employees, Publisher Partners, expert contributors, suppliers, and vendors, and for revenue share arrangements and professional services and $5,886 of cash paid for interest. Prior period amounts are impacted by the settlement of discontinued operations liabilities.

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For the six months ended June 30, 2026, net cash used in investing activities was $1,219, consisting of $769 related to capitalized costs for our Platform and $450 related to purchases of intangible assets. For the six months ended June 30, 2025, net cash used in investing activities consisted of $3,545 for capitalized costs for our Platform.

For the six months ended June 30, 2026, there was no net cash used in financing activities. For the six months ended June 30, 2025, net cash used in financing activities was $8,016, consisting of (i) $16 for tax payments relating to the withholding of shares of common stock for certain em

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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and the notes to those statements that are included elsewhere in this Annual Report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. All dollar figures presented below are in thousands unless otherwise stated.

Overview

For an overview of the Company, see the information above presented under the section labeled “Item 1. Business,” which is in “Part I” of this Annual Report.

Key Operating Metrics

Our key operating metrics are:

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

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

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

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

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

As described above, these key operating metrics are critical for management as they provide insights into our digital advertising revenue generation and overall business performance. This information also provides feedback on the content on our website and its ability to attract and engage users, which allows us to make strategic business decisions designed to drive more users to read or view more of our content and generate higher advertising revenue across all properties hosted on the Platform.

For the years ended December 31, 2025 and 2024, our RPM was $23.84 and $23.31, respectively. The 2% increase in RPM reflects favorable pricing in the digital display advertising market compared to the prior year.

For the years ended December 31, 2025 and 2024, our monthly average pageviews were 304,387,756 and 332,913,662, respectively. The 9% decline in monthly average pageviews was driven by the cessation of FanNation operations in March 2024. Excluding impact from changes with FanNation sites, organic pageviews remained relatively stable compared to the prior year.

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Impact of Macroeconomic Conditions

Uncertainty in the global economy presents significant risks to our business. Increases in inflation, instability in the global banking system, geopolitical factors, including the ongoing conflicts in Ukraine and in the Middle East and the responses thereto, and the impact of tariffs on print production costs and the overall market for advertising may have an adverse effect on our business. While we are closely monitoring the impact of the current macroeconomic conditions on all aspects of our business, the ultimate extent of the impact on our business remains highly uncertain and will depend on future developments and factors that continue to evolve. Most of these developments and factors are outside of our control and could exist for an extended period of time. As a result, we are subject to continuing risks and uncertainties. For more information regarding these risks and uncertainties, see the section titled “Risk Factors” in Part 1, Item 1A of this Annual Report on Form 10-K.

Liquidity and Capital Resources

Liquidity and Going Concern

Our accompanying consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Our consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern.

In the year ended December 31, 2024, we disclosed that substantial doubt existed regarding our ability to continue as a going concern due to recurring losses, a working capital deficit, and limited liquidity. The previously disclosed working capital deficit existed due to the classification of our outstanding debt as a current liability and the accrual of several liabilities from discontinued operations (see Note 3 to the consolidated financial statements). We continue to improve our financial performance through revenue growth and reduction of costs and monthly cash requirements, and to maintain compliance with the terms of all outstanding debt agreements, and have taken actions to resolve current and potential future liabilities, such as resolving pending litigation. We reported consecutive profitable results in the third and fourth quarters of 2024 and throughout 2025.

As a result of these developments, which primarily reflect improvements achieved during 2024 and 2025, management has concluded that the conditions that previously raised substantial doubt about our ability to continue as a going concern no longer exist. Accordingly, management has determined that there is no longer substantial doubt about our ability to continue as a going concern for at least one year from the date the financial statements are issued.

Cash and Working Capital Facility

As of December 31, 2025, our principal sources of liquidity consisted of cash of $10,338 and accounts receivable from continuing operations, net of our allowance for credit losses, of $22,270. In addition, as of December 31, 2025, we had $25,000 available for additional use under our working capital loan with Simplify. As of December 31, 2025, the outstanding balance of the Simplify working capital loan was $0. Our cash balance as of the issuance date of our accompanying consolidated financial statements was $13,272.

Debt Financings and Obligations

The following table summarizes information about our term debt:

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Debt Activity

Our debt activity during the year ended December 31, 2025 was as follows:

•On December 31, 2025, the Company entered into Amendment No. 2 to Loan Documents with Simplify, which reduced the maximum principal amount available under the Simplify Loan to $25,000 and extended the maturity date to December 1, 2027. All other material terms and conditions of the Simplify Loan, as previously disclosed, remain unchanged. As of December 31, 2025, nothing was outstanding on the Simplify Loan.

•During the year ended December 31, 2025, we repaid $10,651 under our line of credit.

•During the year ended December 31, 2025, we extended the maturities for our Term Debt (as defined in the notes to consolidated financial statements) to December 31, 2027 and made a $13,000 curtailment payment.

Our debt activity during the year ended December 31, 2024 was as follows:

•On August 19, 2024, in connection with the March 13, 2024 amendment to the Simplify Loan facility, which bears interest at 10% per annum of the amount advanced, we entered into an Amended Promissory Note and a common stock purchase agreement (the “Common Stock Purchase Agreement”) with Simplify, whereby during the year ended December 31, 2024 we borrowed $25,651 under the Simplify Loan, of which $15,000 was exchanged for shares of our common stock in August 2024. As of December 31, 2024, the balance outstanding on the Simplify Loan was $10,651.

Future Debt Obligations – As of December 31, 2025, our future contractual debt obligations were $97,578 maturing on December 31, 2027.

Material Contractual Obligations

We have material contractual obligations that arise in the normal course of business primarily consisting of employment contracts, consulting agreements, leases, liquidated damages, debt and related interest payments. Purchase obligations consist of contracts primarily related to merchandise, equipment, and third party services, the majority of which are due in the next 12 months. See Note 7, Leases, Note 14, Liquidated Damages Payable, and Note 17, Term Debt, in our accompanying consolidated financial statements for amounts outstanding as of December 31, 2025, related to leases, liquidated damages, bridge financing and long-term debt.

Working Capital Surplus (Deficit)

We have financed our working capital requirements since inception through issuances of equity securities and various debt financings. Our working capital surplus (deficit) as of December 31, 2025 and 2024 was as follows:

As of December 31, 2025, we had a working capital surplus of $18,627 (consisting of $35,630 in total current assets and $17,003 in total current liabilities), as compared to a working capital deficit of $82,022 as of December 31, 2024. As of December 31, 2024, our working capital deficit consisted of $40,234 in total current assets and $122,256 in total current liabilities.

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Our cash flows during the years ended December 31, 2025 and 2024 consisted of the following:

For the year ended December 31, 2025, net cash provided by operating activities was $39,246, consisting primarily of $89,496 of cash paid to employees, Publisher Partners, Expert Contributors, suppli

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