AREN

aren-20260810

0000894871falseNY00008948712026-08-102026-08-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: (Date of Earliest Event Reported): August 10, 2026

THE ARENA GROUP HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

001-1247168-0232575

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

200 VESEY STREET, 24TH FLOOR

NEW YORK, NEW YORK 10281

(Address of principal executive offices and zip code)

212-321-5002

(Registrant’s telephone number including area code)

(Former name or former address if changed since last report)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered

Common Stock, par value $0.01 per shareARENNYSE American

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

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

Item 2.02 Results of Operations and Financial Condition.

On August 10, 2026 The Arena Group Holdings, Inc. issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished with this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01.     Financial Statements and Exhibits.

(d)Exhibits

99.1 Press release dated August 10, 2026 announcing financial results for the quarter ended June 30, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE ARENA GROUP HOLDINGS, INC.

Dated: August 10, 2026

By:/s/ Paul Edmondson

Name:Paul Edmondson

Title:Chief Executive Officer

EX-99.1

2 ex99-1.htm

EX-99.1

Exhibit 99.1

The Arena Group Reports Q2 2026 Results, Announces Rebrand to Paradium.AI, Refinance of Debt, Completion of Strategic Acquisition of InfoSentience and Launch of Cutter Studios

Acquisition of Data-Driven Language Generation Leader and Launch of Proprietary AI-Powered Content Production Engine Mark Strategic Evolution and Updated Corporate Identity

NEW YORK – August 10, 2026 – 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 Sports Network (including Surfer, Powder, Bike Magazine and more), today announced financial results for the three months ended June 30, 2026 (“Q2 2026”), its rebrand to Paradium.AI, refinance of its current debt, the acquisition of InfoSentience and the launch of Cutter Studios.

Financial Highlights for Q2 2026:

●Q2 2026 revenue was $22.2 million, compared to $45.0 million in Q2 2025.

●Gross margin was 39.2% in Q2 2026, compared to 56.4% in Q2 2025.

●Loss from continuing operations for Q2 2026 was $0.2 million, compared to income from continuing operations of $12.4 million in Q2 2025.

●Net loss in Q2 2026 was $0.2 million, or -0.9% of revenue, compared to net income of $108.6 million, or 241.3% of revenue, which included gain from discontinued operations of $96.2 million, in Q2 2025.

●Adjusted EBITDA for Q2 2026 was $4.4 million compared to Adjusted EBITDA of $18.6 million in Q2 2025. Adjusted EBITDA margin was 19.8% in Q2 2026 compared to 41.3%, in Q2 2025.

●Cash balance of $11.2 million, including $2.1 million generated in cash flow from operating activities in Q2.

Paradium.AI, InfoSentience, and Cutter Studios:

Following the successful close of the InfoSentience acquisition, Arena is immediately leveraging this market-leading technology alongside Cutter Studios, the company’s proprietary, AI-driven video and article production and distribution platform. These initiatives are expected to unlock new B2B revenue streams, scale enterprise relationships, and drive growth across previously underserved content verticals. Arena believes that the high-margin, asset-light model enables rapid, scalable expansion without the heavy capital requirements of traditional media infrastructure. This integrated tech stack operates as a powerful force-multiplier for corporate workflows, deploying advanced AI tools engineered to significantly increase scale and augment human talent rather than replace it.

By seamlessly blending the authority of legacy media brands with automation, Arena believes it is uniquely positioned to empower modern creators and media entrepreneurs to scale at unprecedented speeds, cementing an evolution far beyond traditional publishing. This strategic transformation will culminate with the official corporate rebranding to Paradium.AI, which is expected to be completed by the end of August.

“We believe this quarter marks the official pivot point where our operational groundwork has converted into a durable technology advantage,” said Paul Edmondson, CEO of The Arena Group. “We are actively executing our corporate transition to Paradium.AI, moving decisively away from legacy publishing and emerging as a differentiated technology company built to empower independent creators. Driven by our acquisition of InfoSentience’s automated data engine, the launch of Cutter Studios and our first-party data platform Encore, we believe that we are delivering the scale, tools and reach that creators and brands simply cannot build independently.”

Debt Refinance:

Following a comprehensive review of the Company’s refinancing options, including engagement with multiple banks, The Arena Group elected to extend its existing term debt facility with its current lender, Renew Group Private Limited, rather than pursue alternatives that would have created unnecessary dilution. The amended facility extends the maturity by three years, underscoring the lender’s continued confidence in the business.

“Extending our debt maturity by three years is an important milestone for the company,” said Geoffrey Wait, Principal Financial Officer.” This transaction strengthens our financial flexibility, eliminates a significant near-term uncertainty, and allows us to remain focused on executing our strategic priorities without unnecessary equity dilution. We appreciate the continued confidence of our lending partner and believe this positions us well as we continue our transformation.”

The new facility was structured to align closely with our strategic roadmap, providing the necessary operational flexibility and financial headroom to comfortably meet all obligations and covenants as we execute our ongoing strategic pivot while also reducing near term refinancing risk. Arena believes this will enable it to selectively evaluate additional financing opportunities o

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