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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


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

1934 For the quarterly period ended March 31, 2026


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

For the transition period from ___________ to ___________

Commission File Number 000-54887

Bright Mountain Media, Inc.

(Exact Name of Registrant as Specified in its Charter)


Florida		27-2977890
State or Other Jurisdiction of		I.R.S. Employer
Incorporation or Organization		Identification No.

6400 Congress Avenue, Suite 2050, Boca Raton, FL		33487
Address of Principal Executive Offices		Zip Code

561-998-2440

Registrant’s Telephone Number, Including Area Code

Not applicable

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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

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

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


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

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

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

As of May 7, 2026, there were 183,955,495 shares of the registrant's common stock outstanding.

Table of Contents

BRIGHT MOUNTAIN MEDIA, INC.

TABLE OF CONTENTS


		Page No.
	PART I - FINANCIAL INFORMATION

Item 1.	Unaudited Consolidated Financial Statements:	5
	Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025	5
	Unaudited Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2026 and 2025	6
	Unaudited Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2026 and 2025	7
	Unaudited Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	8
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	47
Item 4.	Controls and Procedures	47

	PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	49
Item 1A.	Risk Factors	49
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50
Item 3.	Default Upon Senior Securities	50
Item 4.	Mine Safety Disclosures	50
Item 5.	Other Information	50
Item 6.	Exhibits	51

	Signatures	52

Table of Contents

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This report includes forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “believe,” “expect,” “anticipate,” “estimate,” “intend,” “plan,” “targets,” “likely,” “aim,” “will,” “would,” “could,” and similar expressions or phrases identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and future events and financial trends that we believe may affect our financial condition, results of operation, business strategy and financial needs. Forward-looking statements include, but are not limited to, statements about:

•

our dependence upon sales of equity securities and borrowings under our credit facility to fund operating capital;

•

our ability to refinance, extend or repay our substantial indebtedness owed to Centre Lane;

•

our ability to detect advertising fraud;

•

the continued appeal of internet advertising;

•

our ability to manage and expand our relationships with publishers;

•

our dependence on revenues from a limited number of customers;

•

the impact of seasonal fluctuations on our revenues;

•

our ability to revise and improve the business plan of our legacy businesses to meet the needs of a broader range of customers;

•

acquisitions of new businesses and our ability to integrate those businesses into our operations;

•

online security breaches;

•

failure to effectively promote our brand and attract advertisers;

•

our ability to predict the impact of future pandemics or outbreaks of disease;

•

our ability to protect our content;

•

our ability to protect our intellectual property rights;

•

the success of our technology development efforts;

•

our ability to obtain or maintain key website addresses;

•

the rejection of digital advertising by consumers, through opt-in, opt-out or ad-blocking technologies or other means;

•

restrictions on the use of third-party cookies, mobile device identifiers or other tracking technologies;

•

our dependence on certain third-party service providers;

•

liability related to content which appears on our websites;

•

cybersecurity risk associated with cyber attack or data breach;

•

dependence on executive officers and certain key employees and consultants;

•

our ability to hire qualified personnel;

Table of Contents

•

regulatory risks and compliance with privacy laws;

•

risks associated with potential litigation;

•

limitations from our secured indebtedness;

•

substantial doubts about our ability to continue as a going concern;

•

the limited public market for our common stock;

•

additional competition resulting from our business expansion strategy;

•

possible problems with our network infrastructure;

•

adverse impacts to our working capital as a result of the amount of cash dividends and outstanding interest we owe and/or pay affiliates;

•

dilution to existing shareholders upon the exercise of outstanding options and warrants;

•

provisions of our charter and Florida law which may have anti-takeover effects;

•

concentration of our stock ownership and control; and

•

our ability to issue additional shares of preferred stock in the future.

Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements and readers should carefully review this report, our Annual Report on Form 10-K for the year ended December 31, 2025 and our other filings with the U.S. Securities and Exchange Commission in their entirety. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events. These forward-looking statements speak only as of the date of this report, and you should not rely on these statements without also considering the risks and uncertainties associated with these statements and our business.

OTHER PERTINENT INFORMATION

Unless specifically set forth to the contrary, when used in this report the terms “Bright Mountain,” the “Company,” “we,” “us," “our” and similar terms refer to Bright Mountain Media, Inc., a Florida corporation, and its subsidiaries. In addition, when used in this report, “first quarter of 2026” refers to the three months ended March 31, 2026, “first quarter of 2025” refers to the three months ended March 31, 2025, and “2025” refers to the year ended December 31, 2025. The information on, or that can be accessed through, our website at www.brightmountainmedia.com is not incorporated by reference in, or considered part of, this Quarterly Report on Form 10-Q.

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

BRIGHT MOUNTAIN MEDIA, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share figures)


	March 31, 2026			December 31, 2025*
	(unaudited)
Assets

Current assets:
Cash and cash equivalents	$	594		$	1,371
Restricted cash		1,861			1,861
Accounts receivable, net		15,409			16,287
Prepaid expenses and other current assets		1,035			1,170
Total current assets		18,899			20,689
Property and equipment, net		107			124
Intangible assets, net		11,097			11,542
Goodwill		6,999			6,999
Operating lease right-of-use assets, net		150			173
Other long-term assets		9			158
Total assets	$	37,261		$	39,685

Liabilities and Stockholders' Deficit

Current liabilities:
Accounts payable and accrued expenses	$	20,342		$	24,852
Other current liabilities		3,555			4,210
Interest payable - Centre Lane Senior Secured Credit Facility		47			59
Deferred revenue		4,399			2,834
Note payable - Centre Lane Senior Secured Credit Facility - related party (current)		86,755			84,276
Total current liabilities		115,098			116,231
Other long-term liabilities		-			12
Operating lease liabilities		63			77
Total liabilities		115,161			116,320

Stockholders' deficit:
Convertible preferred stock, par value $0.01, 20,000,000 shares authorized, no shares issued or outstanding at March 31, 2026 and December 31, 2025, respectively		-			-
Common stock, par value $0.01, 324,000,000 shares authorized, 186,141,070 and 183,218,504 shares issued, and 183,955,495 and 181,032,929 shares outstanding at March 31, 2026 and December 31, 2025, respectively		1,861			1,832
Treasury stock at cost, 2,185,575 and 2,185,575 shares at March 31, 2026 and December 31, 2025, respectively		(220	)		(220	)
Additional paid-in capital		101,994			101,988
Accumulated deficit		(181,612	)		(180,312	)
Accumulated other comprehensive income		77			77
Total stockholders' deficit		(77,900	)		(76,635	)
Total liabilities and stockholders' deficit	$	37,261		$	39,685

* Derived from audited consolidated financial statements.

See accompanying notes to unaudited consolidated financial statements.

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BRIGHT MOUNTAIN MEDIA, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

(in thousands, except share and per share figures)


	Three Months Ended

	March 31, 2026			March 31, 2025

Revenue	$	13,963		$	14,190
Cost of revenue		9,654			9,918
Gross margin		4,309			4,272
General and administrative expenses		2,566			4,524
Income (loss) from operations		1,743			(252	)

Financing and other expense:
Other income		62			47
Interest expense - Centre Lane Senior Secured Credit Facility - related party		(3,101	)		(3,020	)
Other interest expense		(4	)		(6	)
Total financing and other expense, net		(3,043	)		(2,979	)

Net loss before income tax		(1,300	)		(3,231	)
Income tax provision		-			-
Net loss	$	(1,300	)	$	(3,231	)

Foreign currency translation		-			42
Comprehensive loss	$	(1,300	)	$	(3,189	)

Net loss per common share:
Basic	$	(0.01	)	$	(0.02	)
Diluted	$	(0.01	)	$	(0.02	)

Weighted-average shares outstanding:
Basic		181,032,929			175,974,990
Diluted		181,032,929			175,974,990

See accompanying notes to unaudited consolidated financial statements.

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BRIGHT MOUNTAIN MEDIA, INC

CONSOLIDATED STATEMENTS OF CHANGE IN STOCKHOLDERS’ DEFICIT

(unaudited)

(in thousands, except share figures)


		Common Stock				Treasury Stock						Additional Paid-in			Accumulated			Accumulated Other Comprehensive		Total Stockholders'
		Shares		Amount		Shares			Amount			Capital			Deficit			Income		Deficit

Balance at December 31, 2024*	*		177,464,827	$	1,775		(1,350,175	)	$	(220	)	$	101,798		$	(166,857	)	$	277	$	(63,227	)

Net loss			-		-		-			-			-			(3,231	)		-		(3,231	)
Common stock issued for options exercised			50,400		1		-			-			1			-			-		2
Treasury stock			-		-		(200,000	)		-			-			-			-		-
Stock-based compensation			-		-		-			-			37			-			-		37
Adjustment from foreign currency translation, net			-		-		-			-			-			-			42		42

Balance at March 31, 2025			177,515,227	$	1,776		(1,550,175	)	$	(220	)	$	101,836		$	(170,088	)	$	319	$	(66,377	)


Balance at December 31, 2025*	*		183,218,504	$	1,832		(2,185,575	)	$	(220	)	$	101,988		$	(180,312	)	$	77	$	(76,635	)

Net loss			-		-		-			-			-			(1,300	)		-		(1,300	)
Common stock issued to Centre Lane Partners			2,922,566		29		-			-			(15	)		-			-		14
Stock-based compensation			-		-		-			-			21			-			-		21

Balance at March 31, 2026			186,141,070	$	1,861		(2,185,575	)	$	(220	)	$	101,994		$	(181,612	)	$	77	$	(77,900	)

*Derived from audited consolidated financial statements.

See accompanying notes to unaudited consolidated financial statements.

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BRIGHT MOUNTAIN MEDIA, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in thousands)


	For the Three Months Ended

	March 31, 2026			March 31, 2025

Cash flows from operating activities:
Net loss	$	(1,300	)	$	(3,231	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation expense		17			13
Interest paid-in-kind on Centre Lane Senior Secured Credit Facility - related party		2,593			2,269
Amortization of operating lease right-of-use assets		21			18
Amortization of debt discount		460			633
Amortization of intangible assets		445			485
Stock-based compensation		21			37
Common stock issued to Centre Lane Partners for debt modification		14			-
Provison for credit losses		39			11
Changes in operating assets and liabilities:
Accounts receivable		839			762
Prepaid expenses and other assets		288			(459	)
Operating lease liabilities		(11	)		(18	)
Accounts payable and accrued expenses		(4,510	)		(3,942	)
Other liabilities		(665	)		(543	)
Interest payable - Centre Lane Senior Secured Credit Facility - related party		(12	)		120
Deferred revenue		1,565			3,495
Net cash used in operating activities		(196	)		(350	)

Cash flows from investing activities:
Purchase of property and equipment		-			(10	)
Net cash used in investing activities		-			(10	)

Cash flows from financing activities:
Proceeds from stock option exercises		-			1
Principal payments on finance lease obligations		(6	)		(5	)
Repayment of principal on Centre Lane Senior Secured Credit Facility - related party		(575	)		-
Net cash used in financing activities		(581	)		(4	)
Effect of foreign exchange rates on cash		-			(1	)
Net decrease in cash, cash equivalents, and restricted cash		(777	)		(365	)
Cash, cash equivalents, and restricted cash at the beginning of the period		3,232			4,407
Cash, cash equivalents, and restricted cash at the end of the period	$	2,455		$	4,042

Reconciliation of cash, cash equivalents, and restricted cash to the consolidated balance sheets:
Cash and cash equivalents	$	594		$	2,181
Restricted cash		1,861			1,861
Total cash, cash equivalents, and restricted cash	$	2,455		$	4,042

Supplemental disclosure of cash flow information:
Cash paid for interest		59			-
Interest paid-in-kind on Centre Lane Senior Secured Credit Facility - related party		2,593			2,269

Supplemental disclosure of non-cash investing and financing activities:
Common stock issued to Centre Lane Partners for debt modification		14			-

See accompanying notes to unaudited consolidated financial statements.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

(Unaudited)

NOTE 1 – DESCRIPTION OF BUSINESS AND DEVELOPMENTS

Organization and Nature of Operations

Bright Mountain Media, Inc. (together with its wholly-owned subsidiaries, the “Company,” “Bright Mountain” or “we”) is an end-to-end digital media and advertising services company that efficiently connects brands with targeted consumer demographics. We focus on digital publishing, advertising technology, consumer insights, creative services, and media services.

Digital Publishing

Our digital publishing division focuses on developing content that attracts an audience and monetizes that audience through advertising. The current portfolio of owned and operated websites is focused on moms, parenting, families, and more broadly, women. The portfolio consists of popular websites including Mom.com, Cafemom.com, LittleThings.com, and MamasLatinas.com. This demographic is highly sought after by brands and their advertising agencies. We use internal and external technologies to constantly improve the effectiveness and efficiency of the content we create. Our publishing division monetizes its audiences through both direct and programmatic advertising sales.

Advertising Technology

Our advertising technology division focuses on delivering targeted ads to audiences on owned and operated sites as well as third-party publishers in a cost-effective manner through the deployment of proprietary technologies. By developing our own proprietary technology stack, we are able to pass along efficiencies to both the demand and supply side of the ecosystem. Our goal is to enable and support a streamlined, end-to-end advertising model that addresses both demand (buy side) and publisher supply (sell side) programmatic sales and delivery of digital advertisements using an array of audience targeting tools and advertising formats (display, audio, video, CTV, in-app). Programmatic advertising relies on software programs that leverage data and proprietary algorithms to match the optimal selection of an ad with a bid price offered by advertisers.

Consumer Insights

Our consumer insights division focuses on providing primary and secondary research and competitive intelligence to address customers' strategic issues. We provide cutting-edge and dynamic research, offering clients a comprehensive perspective on their consumers. This insight extends to strategic guidance on the optimal timing and channels to effectively connect with target audiences. Our cutting-edge approach combines advanced data analytics, artificial intelligence, and comprehensive market research, to uncover actionable insights that drive informed decision-making.

Creative Services

Our creative services division transforms data into award-winning campaigns. We are uniquely able to leverage insights teams with highly strategic media planning and buying teams to ensure brands not only position their advertising precisely, but also yield impactful business results. Our goal is to combine data-driven decisions with creativity fueled by a deep understanding of modern culture.

Media Services

Our media services division focuses on advertisers and agencies by providing access to premium inventory, leveraging data to optimize programmatic campaigns. Our aim is to empower clients to access the most sought-after advertising spaces across diverse platforms tailored to their specific needs and preferences. Our data-driven approach aims to ensure that ad placements are not only well-targeted, but also continuously optimized for maximum efficiency and return on investment ("ROI"). Our commitment to combining premium inventory access with data-driven programmatic campaign optimization makes us a valuable partner in the success of our clients' advertising and marketing endeavors.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

(Unaudited)

The Company generates revenue through:

•

the selling of advertisements placed on our owned and managed sites and on partner websites where we earn a share of the revenue;

•

fees for facilitating the seamless, real-time exchange of advertisements on a large scale, bridging networks of buyers (referred to as "DSPs") and networks of sellers (referred to as "SSPs");

•

serving advertisers through providing access to premium resources and leveraging data to optimize programmatic campaigns, where revenue is derived from the planning and execution of creative and media marketing campaigns;

•

providing primary and secondary research, competitive intelligence, and expert insights to address customers' strategic issues, where revenue is primarily derived from providing a single integrated service for such research; and

•

provision of creative and media services to advertisers.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Basis of Presentation

The unaudited consolidated financial statements include the accounts of the Company and all of its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited consolidated financial statements for the three months ended March 31, 2026 and 2025, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and in accordance with rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all the information and disclosures required by GAAP for complete consolidated financial statements. In the opinion of management, such unaudited consolidated financial statements include all adjustments (consisting of normal recurring accruals) necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. The consolidated results of operations for periods presented are not necessarily indicative of the results to be expected for the full year or any future periods. The consolidated balance sheet information as of December 31, 2025, was derived from the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. The interim consolidated financial statements should be read in conjunction with that report.

Going Concern and Liquidity

Historically, the Company has incurred losses, which have resulted in an accumulated deficit of approximately $181.6 million as of March 31, 2026. Cash flows used in operating activities were $196,000 and $350,000 for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the Company had a working capital deficit of approximately $96.2 million, inclusive of $594,000 in cash and cash equivalents and $1.9 million in restricted cash.

The Company’s ability to continue as a going concern is dependent upon its ability to meet its liquidity needs through a combination of factors. The Company is currently exploring several strategic alternatives, including restructuring or refinancing its debt, or seeking additional debt, including borrowing under the Centre Lane Senior Secured Credit Facility, or raising equity capital. The ability to access the capital markets depends, in part, upon the volume and market price of the Company's stock, which cannot be assured. Other measures include reducing or delaying certain business activities, and reducing general and administrative expenses, including a reduction in headcount. The ultimate success of these plans is not guaranteed.

The Company's current cash and working capital, as of the filing of this Quarterly Report on Form 10-Q, is not expected to be sufficient to fund its anticipated level of operations over the next twelve months. As a result, such matters create a substantial doubt regarding the Company’s ability to meet its financial obligations and continue as a going concern.

The accompanying unaudited consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about the Company’s ability to continue as a going concern.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

(Unaudited)

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with various commercial banks in the United States, and other foreign countries in which the Company operates.

As of March 31, 2026 and December 31, 2025, the Company exceeded the federally insured limit of $250,000 for interest and non-interest-bearing accounts. The Company held a cash balance with a single financial institution in excess of the Federal Deposit Insurance Corporation ("FDIC") insured limit in the amount of $118,000 as of March 31, 2026, and $994,000 as of December 31, 2025.

As of March 31, 2026 and December 31, 2025, the Company did not exceed the insurance limit of $32,000 for its international bank accounts.

Any loss incurred or a lack of access to such funds could have a significant adverse effect on the Company's financial condition, results of operations, and cash flows.

At March 31, 2026 and December 31, 2025, the Company had $594,000 and $1.4 million, respectively, in cash and cash equivalents.

Restricted Cash

The Company considers cash to be restricted when withdrawal or general use is legally restricted. The Company reports restricted cash as a separate line item in the consolidated balance sheets. At March 31, 2026 and December 31, 2025, the Company had $1.9 million in restricted cash for both periods, which is designated specifically for settlement of a legal judgment. See Note 15, Commitments and Contingencies, to the unaudited consolidated financial statements.

Off-balance Sheet Arrangements

There are no off-balance sheet arrangements as of March 31, 2026 and December 31, 2025.

Segment Reporting

Consistent with FASB Accounting Standards Codification ("ASC") No. 280, Segment Reporting ("ASC 280"), our Chief Financial Officer reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. The Chief Financial Officer uses consolidated net income or loss and total assets when assessing segment performance and deciding how to allocate resources. There are no segment managers who are held accountable by the Chief Financial Officer, or anyone else, for operations, operating results and planning for levels or components below the consolidated unit level. As such, the Chief Financial Officer does not routinely review discrete financial information, including profit measures or significant expense categories, by individual service line or business activity. The factors used to determine the Company’s reportable segments follow the guidance of ASC 280-10-50-21 and 280-10-50-22 and include consideration of the type of services delivered, the customers and end markets served, the applicable revenue recognition methodology and the length of time it takes to deliver services to customers. Our divisions are digital publishing, advertising technology, consumer insights, creative services, and media services, and due to their similar economic characteristics, we have determined that we have one operating and reportable segment.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

(Unaudited)

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments, and assumptions. We believe that the estimates, judgments, and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments, and assumptions are made. These estimates, judgments, and assumptions can affect the reported amounts of assets and liabilities as of the date of our consolidated financial statements as well as reported amounts of revenue and expenses during the periods presented. Our consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results.

Significant estimates included in the accompanying consolidated financial statements include, valuation of goodwill and intangible assets, allowance for current expected credit losses, percentage of completion for revenue recognition, estimates of amortization period for intangible assets, estimates of depreciation period for property and equipment, discount rates used in the valuation of right-of-use assets and lease liabilities, litigation reserves, the valuation of equity-based transactions, valuation of the Centre Lane Senior Secured Credit Facility carrying value regarding debt modification or extinguishment, and the valuation allowance on deferred tax assets. While these estimates are based on our best knowledge of current events and actions that may affect us in the future, actual results may differ materially from these estimates.

Foreign Currency

We translate the consolidated financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, cost and expenses on the date of the transaction. Translation gains and losses as a result of consolidation are included in accumulated other comprehensive income. Transaction gains and losses are included within general and administrative expenses on the consolidated statements of operations and comprehensive loss.

Concentrations of Credit Risk

Financial instruments that potentially subject us to concentration of credit risk consist principally of cash, cash equivalents, restricted cash, and accounts receivable. We place our cash, cash equivalents, and restricted cash with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. In addition, the Company maintains various bank accounts in Thailand and Israel, with some level of insurance. We perform periodic evaluations of the relative credit standing of financial institutions. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

(Unaudited)

We perform credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for current expected credit losses based upon the expected collectability of accounts receivable balances.

The following tables provide information about concentrations that exceed 10% of revenue and accounts receivable for the period:


	Three Months Ended

	March 31, 2026			March 31, 2025
Revenue Concentration
Customers exceeding 10% of revenue		3			1
Percentage of revenue:
Customer 1		18.8	%	*
Customer 2		15.6	%		15.4	%
Customer 3		14.5	%	*
Total percentage of revenue		48.9	%		15.4	%

* Represents a customer revenue balance less than the 10% threshold.


	March 31, 2026			December 31, 2025
Accounts Receivable Concentration
Customers exceeding 10% of accounts receivable		2			2
Percentage of accounts receivable:
Customer 1		19.8	%		21.5	%
Customer 2		11.1	%		12.1	%
Total percentage of accounts receivable		30.9	%		33.6	%

* Represents a customer accounts receivable balance less than the 10% threshold.

Effective Accounting Pronouncements Adopted

In July 2025, the Financial Accounting Standards Board ("FASB") issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. This standard provides a practical expedient when applying the current expected credit loss model to certain receivables and contract assets. The Company uses a loss-rate methodology to estimate expected credit losses for accounts receivable. Under this approach, the Company estimates expected credit losses on a pooled basis using historical loss experience, adjusted for current conditions and reasonable and supportable forecasts. The guidance became effective for the Company on January 1, 2026, and was to be applied on a prospective basis. The adoption of this guidance did not have a material impact on the Company's consolidated financial statements and related disclosures.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

(Unaudited)

Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No. 2024-03, Income Statement Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, the FASB further amended in January 2025. The new guidance requires disaggregated information about certain income statement expense line items on an annual and interim basis. This guidance will be effective for annual periods beginning after December 15, 2026 (i.e., fiscal years beginning January 1, 2027, for calendar-year filers), and for interim periods thereafter. The new standard permits early adoption and can be applied prospectively or retrospectively. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. The new guidance refines the accounting for costs related to internal-use software, including changes to capitalization criteria and disclosure requirements. This guidance will be effective for annual periods beginning after December 15, 2026 (i.e., fiscal years beginning after January 1, 2027, for calendar-year filers), and for interim periods thereafter. The new standard may be applied prospectively, retrospectively, or using a modified transition approach. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU No. 2025-10, Accounting for Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities, to establish authoritative guidance on the recognition, measurement, and presentation of government grants received by business entities. The new standard will be effective for annual periods beginning with the year ending December 31, 2028, and for interim periods beginning January 1, 2029, though early adoption is permitted. Upon adoption, the guidance can be applied using a modified prospective, modified retrospective, or under a retrospective approach. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements, which clarifies interim disclosure requirements and introduces a principle requiring disclosure of material events occurring since the last annual reporting period. The new standard will be effective for interim reporting periods beginning on January 1, 2028. The guidance may be applied on a prospective or retrospective basis, and early adoption is permitted. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

In January 2026, the FASB issued ASU 2025-12, Codification Improvements, which includes amendments to address technical corrections, clarifications, and other minor improvements to the ASC. The amendments are effective for annual periods beginning after December 15, 2026, and early adoption is permitted. We are evaluating the effect that this guidance will have on our consolidated financial statements and related disclosures.

NOTE 3 – ACCOUNTS RECEIVABLE

Accounts receivable, net, consisted of the following:


	March 31, 2026			December 31, 2025
(in thousands)
Accounts receivable	$	11,831		$	12,755
Unbilled receivables (1)		3,920			3,850
		15,751			16,605
Less: allowance for current expected credit losses		(342	)		(318	)
Accounts receivable, net	$	15,409		$	16,287

(1) - Unbilled receivables represent amounts for services rendered at the end of the period pending generation of invoice to the customer.

Accounts receivable, net, at January 1, 2025, was $15.0 million.

Expected credit losses were approximately $39,000 and $11,000 for the three months ended March 31, 2026 and 2025, respectively. These amounts are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

(Unaudited)

NOTE 4 – PREPAID EXPENSES AND OTHER ASSETS

Prepaid expenses and other assets consisted of the following:


	March 31, 2026			December 31, 2025
(in thousands)
Prepaid insurance (1)	$	224		$	351
Prepaid software		141			137
Deposits		9			158
Subscriptions		218			195
Other current assets (2)		452			487
Total prepaid costs and other assets		1,044			1,328
Less: other long-term assets		(9	)		(158	)
Prepaid expenses and other current assets	$	1,035		$	1,170

(1) - Includes approximately $214,000 and $276,000 which is being paid over a period of time and is included in accounts payable at March 31, 2026 and December 31, 2025, respectively.

(2) - Includes approximately $376,000 and $280,000 which is being paid over a period of time and is included in accounts payable at March 31, 2026 and December 31, 2025, respectively.

NOTE 5 – PROPERTY AND EQUIPMENT, NET

Property and equipment, net, consisted of the following:


	Useful Life	March 31, 2026			December 31, 2025
(in thousands)
Computer equipment	3	$	107		$	107
Computer software	3		286			286
			393			393
Less: accumulated depreciation			(286	)		(269	)
Property and equipment, net		$	107		$	124

Depreciation and amortization expense for the three months ended March 31, 2026 and 2025, was $17,000 and $13,000, respectively. These amounts are included in general and administrative expenses in the consolidated statements of operations and comprehensive loss.

NOTE 6 – INTANGIBLE ASSETS, NET

Website acquisitions, net, consisted of the following:


	March 31, 2026			December 31, 2025
(in thousands)
Website acquisition assets	$	1,221		$	1,221
Less: accumulated amortization		(1,150	)		(1,147	)
Website acquisition assets, net	$	71		$	74

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

(Unaudited)

Other intangible assets, net, consisted of the following:


		March 31, 2026							December 31, 2025
	Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
(in thousands)
Trade name	2 - 10	$	8,381	$	(4,568	)	$	3,813	$	8,381	$	(4,415	)	$	3,966
IP/technology	10		5,821		(3,069	)		2,752		5,821		(2,970	)		2,851
Customer relationships	5 - 10		13,380		(8,919	)		4,461		13,380		(8,729	)		4,651
Non-compete agreements	3 - 5		402		(402	)		-		402		(402	)		-
Other intangible assets, net		$	27,984	$	(16,958	)	$	11,026	$	27,984	$	(16,516	)	$	11,468


	March 31, 2026		December 31, 2025
(in thousands)
Website	$	71	$	74
Other intangible assets		11,026		11,468
Intangible assets, net	$	11,097	$	11,542

Amortization expense for the three months ended March 31, 2026 and 2025, was approximately $445,000 and $485,000, respectively, included in general and administrative expense in the statements of operations and comprehensive loss.

As of March 31, 2026, expected remaining amortization expense of intangible assets and website acquisition by fiscal year is as follows (in thousands):


Remainder of 2026	$	1,341
2027		1,788
2028		1,788
2029		1,785
2030		1,432
Thereafter		2,963
Total expected amortization expense	$	11,097

NOTE 7 – GOODWILL

The following table represents the allocation of goodwill as of March 31, 2026 and December 31, 2025:


	Owned & Operated		Ad Network		Insights		Total
(in thousands)
December 31, 2025	$	2,172	$	3,920	$	907	$	6,999
Additions		-		-		-		-
Impairment		-		-		-		-
March 31, 2026	$	2,172	$	3,920	$	907	$	6,999

We allocate goodwill to reporting units based on the expected benefit and synergies with our current reporting units. The Company categorizes goodwill into three reporting units: "Owned & Operated", "Ad Network", and "Insights".

Goodwill is tested for impairment at least annually and if triggering events are noted prior to the annual assessment. Impairment is deemed to occur when the carrying value of the goodwill associated with the reporting unit exceeds the implied value of the goodwill associated with the reporting unit.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

(Unaudited)

During the year ended December 31, 2025, an impairment assessment was performed on goodwill for the Ad Network, Owned & Operated and Insights reporting units. The assessment used a qualitative assessment which includes consideration of the economic, industry and market conditions in addition to the overall financial performance of the Company and these assets. Our qualitative assessment concluded that it is more likely than not that the estimated fair value of the Owned & Operated reporting unit is less than the carrying value, and the quantitative assessment resulted in the same conclusion. Our qualitative assessments for the Ad Network and Insights reporting units concluded that each reporting unit's fair value was potentially less than its carrying value, but our quantitative assessments did not have such conclusions.

In a quantitative test, the fair value of a reporting unit is determined based on a discounted cash flow analysis and further analyzed using other methods of valuation. A discounted cash flow analysis requires us to make various assumptions, including assumptions about future cash flows, growth rates and discount rates. The assumptions about future cash flows and growth rates are based on our long-term projections. Assumptions used in our impairment testing are consistent with our internal forecasts and operating plans. Our discount rate is based on a market participant debt structure and cost of capital. If the fair value of the reporting unit exceeds its carrying amount, there is no impairment. To the extent the carrying amount exceeds its fair value, an impairment charge of the reporting unit’s goodwill would be necessary. Our quantitative analysis showed that the implied fair value of our goodwill for the Owned & Operated reporting units was less than its carrying value which resulted in an impairment charge of approximately $786,000 during the year ended December 31, 2025.

There was no triggering event or impairment for the three months ended March 31, 2026.

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following:


	March 31, 2026		December 31, 2025
(in thousands)
Accounts payable (1)	$	13,944	$	18,220
Accrued wages, commissions, and bonus		949		812
Publisher cost		2,849		1,536
Professional fees		370		704
Subcontractor		1,872		3,369
Other		358		211
Total accounts payable and accrued expenses	$	20,342	$	24,852

(1) - Accounts payable includes $5.4 million and $5.4 million at March 31, 2026 and December 31, 2025, respectively, for Slutzky & Winshman Ltd. and Mediahouse Inc., whose operations were terminated during the year ended December 31, 2023.

NOTE 9 – OTHER CURRENT LIABILITIES

Other current liabilities consisted of the following:


	March 31, 2026		December 31, 2025
(in thousands)
Current portion of long-term operating and financing leases	$	114	$	116
Dividend payable (1)		691		691
Project advance expense (2)		1,666		1,048
Litigation reserves		1,080		2,363
Other current liabilities		4		4
Total other liabilities		3,555		4,222
Less: other long-term liabilities		-		(12	)
Other current liabilities	$	3,555	$	4,210

(1) - See Note 18, Related Parties, to the consolidated financial statements.

(2) - Represents amounts advanced by customers to cover third-party expenses specifically related to their project. These expenses are offset against the advance and are not part of the Company's statement of operations and comprehensive loss.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

(Unaudited)

NOTE 10 – CENTRE LANE SENIOR SECURED CREDIT FACILITY

Effective June 1, 2020, the Company entered into a membership interest purchase agreement to acquire 100% of CL Media Holdings, LLC, which is now a subsidiary of the Company (the “Purchase Agreement”). To finance the acquisition, the Company obtained a first lien senior loan in the amount of $16.5 million, comprised of $15.0 million of initial indebtedness, repayment of the existing accounts receivable factoring facility of Wild Sky Media, which was a subsidiary of CL Media Holdings, LLC, of approximately $900,000, and approximately $500,000 of expenses, from, and entered into a secured credit facility with, Centre Lane Partners Master Credit Fund II, L.P. (“Centre Lane Partners”).

Additional Draws

As of March 31, 2026, Centre Lane Partners had loaned the Company an additional $39.9 million through Amendments One through Eight (the “Second Out Loans”), Amendments Nine through Sixteen and Nineteen (the “First Out Loans”), and Amendments Seventeen and Twenty-One (the “Third Out Loans”) to provide liquidity to fund operations. The Nineteenth Amendment Term Loan had a maturity date of December 31, 2024, and the loan balance was repaid. The Centre Lane Senior Secured Credit Facility has been determined to qualify as a related party transaction as shares were issued to Centre Lane Partners as part of the transaction. A related party is a party that can exercise significant influence over the Company in making financial and/or operating decisions.

On December 26, 2024, the Company and its subsidiaries entered into the Twenty-First Amendment to the Credit Agreement with Centre Lane Partners for the purpose of securing a bond to stay execution of a judgment in the amount of approximately $1.7 million that was entered against the Company as a result of certain disclosed litigation (the “Ladenburg litigation”), as the Company intends to appeal the judgment. The Company borrowed an additional $1.9 million from the Lenders, which funds were used to secure the bond. Amounts drawn pursuant to the Twenty-First Amendment, including all accrued but unpaid principal and interest thereon, will mature and become payable in December 2026. Interest to be paid in cash accrues at a rate of 0% per annum, and interest to be paid in kind accrues at a rate of 15% per annum. For further information on this judgment, see Note 15, Commitments and Contingencies, to the consolidated financial statements.

In connection with the Twenty-First Amendment, and as consideration therefore, the Company agreed to issue a number of shares of the common stock of the Company, par value $0.01 per share, equal to 2.5% of the fully diluted pro forma ownership of the Company, or 5,001,991 shares of the common stock, to an affiliate of the Lenders.

Optional Prepayment

The Company may, at any time, voluntarily prepay, in whole or in part (with a minimum prepayment of $250,000) the outstanding principal of the loans, plus any accrued but unpaid interest on the aggregate principal amount of the loans being prepaid. There is no prepayment penalty associated with the Centre Lane Senior Secured Credit Facility. However, partial or full prepayments of the Centre Lane Senior Secured Credit Facility is required in the event of certain future capital raises.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

(Unaudited)

Repayment of Loans

Effective March 31, 2025, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Second Amendment to the Credit Agreement, pursuant to which the following adjustments were made to the outstanding loans:

•

Extending the maturity date of the First Out Loans (which no longer include the Seventeenth Amendment Term Loans and the Twenty-First Amendment Term Loans), Second Out Loans (formerly defined as the "Last Out Loans"), and Third Out Loans (comprised of the Seventeenth Amendment Term Loans and the Twenty-First Amendment Term Loans) from April 20, 2026, to December 20, 2026;

•

Changing the Second Out Loans PIK rate to the Term Secured Overnight Financing Rate ("SOFR") plus 3% and the Second Out Loans cash interest rate to 2%. At March 31, 2026, the SOFR floor was 5.00% per annum, thus the overall PIK rate on these facilities was 8.00%;

•

Changing the First Out Loans cash interest rate to the Term SOFR plus 2%. The overall PIK rate on these facilities was 7.00% at March 31, 2026;

•

Changing the Third Out Loans PIK rate to 15%;

•

Adjusting the amortization of the Second Out Loans such that quarterly installments of 1% of the aggregate principal amount (after giving effect to capitalized PIK interest) are paid for each quarter in 2025, and quarterly installments of 2% of the aggregate principal amount (after giving effect to capitalized PIK interest) are paid thereafter until maturity; and

•

Adjusting the amortization of the First Out Loans such that an installment of $700,000 was paid on March 31, 2025, and quarterly installments of $575,000 were to be paid thereafter until maturity.

Effective September 30, 2025, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Third Amendment to the Credit Agreement, which applied the following adjustments to loans with outstanding payments due on September 30, 2025, including the following modifications:

•

Converting the First Out Loans cash interest due on September 30, 2025, to interest PIK;

•

Reducing the First Out Loans amortization payment from $575,000 to $250,000 due on September 30, 2025, with the difference deferred to the maturity date of the First Out Loans, which is December 20, 2026;

•

Incurring an amendment fee equal to 25 basis points of the First Out Loans, approximately $8,000, which was added to the principal balance of the First Out Loans as of September 30, 2025;

•

Converting the Second Out Loans cash interest due on September 30, 2025, to interest PIK; and

•

Deferring the Second Out Loans amortization payment due on September 30, 2025, to the maturity date of the Second Out Loans, which is December 20, 2026;

•

Following payments made on September 30, 2025, all loan terms, including cash interest and PIK rates, reverted to the terms established under the Twenty-Second Amendment. Quarterly amortization payments resumed and were due on December 31, 2025.

Also in connection with the Twenty-Third Amendment, the Company agreed to issue a number of shares of the common stock of the Company, par value $0.01 per share, equal to 1.5% of the fully-diluted pro forma ownership of the Company, or 2,832,485 shares of the common stock, to Centre Lane Partners.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

(Unaudited)

Effective December 31, 2025, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Fourth Amendment to the Credit Agreement, which applied the following adjustments to loans with outstanding payments due on December 31, 2025, including the following modifications:

•

Converting the Second Out Loans cash interest due on December 31, 2025, to interest PIK; and

•

Deferring the Second Out Loans amortization payment due on December 31, 2025, to March 31, 2026.

•

Following payments made on December 31, 2025, all loan terms, including cash interest rates, reverted to the terms established under the Twenty-Second Amendment. Quarterly amortization payments resumed and were due on March 31, 2026.

Also in connection with the Twenty-Fourth Amendment, the Company agreed to issue a number of shares of the common stock of the Company, par value $0.01 per share, equal to 1.5% of the fully-diluted pro forma ownership of the Company, or 2,870,792 shares of the common stock, to Centre Lane Partners.

Effective March 31, 2026, the Company, the Lenders, and Centre Lane Partners entered into the Twenty-Fifth Amendment to the Credit Agreement, which applied the following adjustments to loans with outstanding payments due on March 31, 2026, including the following modifications:

•

Converting the Second Out Loans cash interest due on March 31, 2026, to interest PIK; and

•

Deferring the Second Out Loans amortization payment due on March 31, 2026, to the maturity date of the Second Out Loans, which is December 20, 2026.

•

Following payments made on March 31, 2026, all loan terms, including cash interest rates, were reverted to the terms established under the Twenty-Second Amendment. Quarterly amortization payments resumed and are due on June 30, 2026.

Also in connection with the Twenty-Fifth Amendment, the Company agreed to issue a number of shares of the common stock of the Company, par value $0.01 per share, equal to 1.5% of the fully-diluted pro forma ownership of the Company, or 2,922,566 shares of the common stock, to Centre Lane Partners. As of March 31, 2026, BV Agency, LLC, an affiliate of the lenders, and Centre Lane Partners owned approximately 14.4% and 12.9% of the Company’s outstanding common stock, respectively.

For the three months ended March 31, 2026, the Company paid approximately $575,000 toward the principal loan balance. For the three months ended March 31, 2025, the Company did not make a payment toward the principal loan balance. During the three months ended March 31, 2026, the Company paid approximately $59,000 toward outstanding interest payable. During the three months ended March 31, 2025, the Company did not make a payment toward the outstanding interest payable.

As of March 31, 2026, we owed Centre Lane $88.2 million under the Centre Lane Senior Secured Credit Facility. Of this amount, $1.4 million is due on June 30, 2026, $1.4 million is due on September 30, 2026, and the remaining principal balance of $85.4 million is due on December 31, 2026.

The below table summarizes the loan balances at March 31, 2026 and December 31, 2025:


	March 31, 2026		December 31, 2025
(in thousands)
Note payable - Centre Lane Senior Secured Credit Facility - related party (current)	$	86,755	$	84,276
Net principal		86,755		84,276
Add: debt discount		1,403		1,864
Outstanding principal	$	88,158	$	86,140

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

(Unaudited)

The below table summarizes the movement in the outstanding principal during the three months ended March 31, 2026 and 2025:


	March 31, 2026			December 31, 2025
(in thousands)
Opening balance	$	86,140		$	78,822
Add:
Exit and other fees		-			44
Interest capitalized		2,593			9,566
		88,733			88,432
Less:
Payments		(575	)		(2,292	)
Outstanding principal	$	88,158		$	86,140

Fees

Under the terms of the Centre Lane Senior Secured Credit Facility, the Company is required to pay Centre Lane Partners a non-refundable annual administration fee equal to $35,000 for agency services. The Centre Lane Senior Secured Credit Facility provides that this fee shall be, in all respects, fully earned, due and paid in kind by the Company on the effective date of the Centre Lane Senior Secured Credit Facility, and on each anniversary of the effective date during the term of the agreement by adding and capitalizing the full amount of such fee to the outstanding principal balance of the loans. The accumulated administrative fee since inception of the facility is $210,000 and is included in outstanding principal. There was no administrative fee charged during the three months ended March 31, 2026 and 2025.

Amendments

Commencing April 2021, the Company and certain subsidiaries entered into various amendments to the Amended and Restated Senior Secured Credit Facility. The Credit Agreement was amended a number of times to provide for additional loans used for working capital and acquisitions. In addition, as part of the transaction, there are exit fees (the "Exit Fees"), which are added and capitalized to the principal amount of the original loan. As of March 31, 2026, there were 25 amendments to the Credit Agreement.

Consistent with FASB ASC Topic 470, Debt (“ASC 470”), the Company is required to perform an analysis of the change in each amendment to determine whether the change is a modification or an extinguishment of debt. Under a modification, no gain or loss is recorded, and a new effective interest rate is established based on the carrying value of the debt and revised cash flow. If the debt is extinguished, the old debt is derecognized and the new debt is recorded at fair value, which becomes the new carrying value. A gain or loss is recorded for the difference between the net carrying value of the original debt and the fair value of the new debt. Additionally, in the event the transaction is with a related party, this gain or loss should be recognized against additional paid-in capital. Interest expense is recorded based on the effective interest rate of the new debt. A debt is considered extinguished if the present value of the new cash flows under the term of the new debt is at least 10% different from the present value of the remaining cash flows under the terms of the old debt.

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BRIGHT MOUNTAIN MEDIA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

(Unaudited)

The below table summarizes the amendments that were executed by the Company from the inception of the facility to March 31, 2026 (in thousands, except for share data):


Amendment No.	Date	Draw		Repayment Date	Interest Rate Paid-in-Kind	(1	)	Interest Rate Cash	(1	)	Amendment Fee			(2	)	Common Stock Issued		Accounting Impact
(in thousands, except share data)
1	4/26/2021	$	-	12/20/2026	8.00%			0.00%			$	-					150,000	Extinguishment	(3)
2	5/26/2021		1,500	12/20/2026	8.00%			0.00%				750					3,000,000	Modification	(3)
3	8/12/2021		500	12/20/2026	8.00%			0.00%				250					2,000,000	Modification	(3)
4	8/31/2021		1,100	12/20/2026	8.00%			0.00%				550					-	Modification	(3)
5	10/8/2021		725	12/20/2026	8.00%			0.00%				363					-	Extinguishment	(3)
6	11/5/2021		800	12/20/2026	8.00%			0.00%				800					7,500,000	Modification	(3)
7	12/23/2021		500	12/20/2026	8.00%			0.00%				500					-	Modification	(3)
		$	5,125								$	3,213					12,650,000

8	1/26/2022		350	12/20/2026	8.00%			0.00%				350					-	Modification	(3)
9	2/11/2022		250	12/20/2026	0.00%			7.00%				13					-	Modification	(4)
10	3/11/2022		300	12/20/2026	0.00%			7.00%				15					-	Modification	(4)
11	3/25/2022		500	12/20/2026	0.00%			7.00%				25					-	Modification	(4)
12	4/15/2022		450	12/20/2026	0.00%			7.00%				23					-	Modification	(4)
13	5/10/2022		500	12/20/2026	0.00%			7.00%				25					-	Modification	(4)
14	6/10/2022		350	12/20/2026	0.00%			7.00%				18					-	Modification	(4)
15	7/8/2022		350	12/20/2026	0.00%			7.00%				(58	)				-	Modification	(4)
		$	3,050								$	411

Bright Mountain Media, Inc. 10-Q