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

~~June~~August 1115, 2025

Date of Report (Date of earliest event reported)

NEWSMAX INC.

(Exact name of registrant as specified in its charter)

Florida		024-12567		99-2600308
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

750 Park of Commerce Drive, Suite 100

Boca Raton, Florida 33487

(Address of principal executive offices and zip code)

(561) 686-1165

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

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

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

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class B Common Stock, $0.001 par value per share		NMAX		New York Stock Exchange, LLC

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 ☒

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. ☐

Item 58.0201 - ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events

On ~~June~~August 1115, 2025, ~~the~~Newsmax ~~Board~~Media, ofInc. ~~Directors~~and Newsmax ~~(the~~Broadcasting, ~~“Board”)~~LLC ofentered ~~Newsmax~~into a settlement agreement with Dominion Voting Systems, Inc. ~~(the~~and certain of its affiliates (“~~Company~~Dominion”), pursuant ~~appointed~~to ~~Paula~~which J.such ~~Dobriansky~~parties asagreed ato ~~member~~resolve of the ~~Board~~lawsuit toamong ~~fill~~them anfor ~~existing vacancy,~~a ~~effective~~total ~~immediately.~~amount ~~The~~of ~~Board~~$67 ~~also~~million ~~appointed~~to ~~Ms.~~be ~~Dobriansky~~paid toin the ~~Audit~~current ~~Committee~~and next oftwo ~~the~~fiscal ~~Board,~~years. ~~effective~~The ~~immediately,~~payments ~~to serve~~will ~~alongside~~be ~~the~~made ~~other~~in ~~member~~three ofinstallments: ~~the~~(1) ~~Audit~~$27 ~~Committee,~~million ~~Rene~~paid ~~Alexander~~on ~~Acosta,~~August ~~who~~15, as2025; ~~previously~~(2) ~~disclosed,~~$20 ~~was~~million ~~appointed~~on toor before ~~the~~January ~~Board upon~~15, ~~the~~2026; ~~closing~~and of(3) ~~the~~$20 ~~Company’s~~million ~~initial~~on ~~public~~or ~~offering~~before January 15, 2027.

The Board has determined that Ms. Dobriansky is “independent” pursuant to the rules of The New York Stock Exchange and other governing laws and applicable regulations. Ms. Dobriansky will receive compensation for her service as a non-employee member of the Board as set forth in the Company’s Director Compensation Policy.SIGNATURES

InPursuant ~~connection~~to ~~with her appointment as a non-employee director, Ms. Dobriansky will receive under~~ the ~~Company’s~~requirements ~~2025~~of ~~Omnibus Equity Incentive Plan (~~the ~~“Plan”),~~Securities ~~a stock option~~Exchange ~~award~~Act ~~(the “Option Award”) to purchase a number~~ of ~~shares of the Company’s Class B Common Stock (“Class B Common Stock”) equal to One Hundred Seventy-Five Thousand Dollars ($175~~1934,~~000),~~ ~~divided by the Fair Market Value (~~as ~~defined~~amended, in the ~~Plan) of~~Registrant ahas ~~share~~duly ofcaused ~~the~~this ~~Company’s~~report ~~Class~~to ~~B Common Stock on the date of grant. The exercise price of the Option Award shall~~ be ~~equal~~signed ~~to the Fair Market Value of a share of the Company’s Class B Common Stock~~ on ~~the~~its ~~date~~behalf ofby ~~grant. The Option Award will vest in full on~~ the ~~twelve~~undersigned ~~(12)~~hereunto ~~month~~duly ~~anniversary of the date of grant, subject to Ms~~authorized. Dobriansky’s continued provision of services through such date. The Option Award will be subject to the terms and conditions of the Plan and the Newsmax Inc. Stock Option Grant Notice and Option Agreement pursuant to which the Option Award is granted.

~~There~~Dated: ~~are~~August ~~no arrangements or understandings between Ms. Dobriansky and any other person pursuant to which she was selected as a director~~15, ~~and there are no transactions in which the Company is a party and in which Ms. Dobriansky has a material interest subject to disclosure under Item 404(a) of Regulation S-K.~~2025

InNewsmax ~~connection with her appointment, Ms~~Inc. ~~Dobriansky executed~~By: ~~the Company’~~/s/ ~~standard~~Darryle ~~form~~Burnham ofName: ~~indemnification~~Darryle ~~agreement~~Burnham ~~for~~Title: ~~directors,~~Chief aFinancial ~~copy of which was filed as Exhibit 6.7 to the Company’s Offering Statement on Form 1-A filed with the SEC on February 7, 2025.~~Officer

Item 7.01 - Regulation FD Disclosure

On June 11, 2025, the Company issued a press release announcing the appointment of Ms. Dobriansky as a member of the Board, as described in Item 5.02 above, as well as a guidance range for revenue for fiscal 2025. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item 7.01 disclosure, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 - Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Press Release dated June 11, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

Dated: June 11, 2025

Newsmax Inc. By: /s/ Darryle Burnham Name: Darryle Burnham Title: Chief Financial Officer

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