NMAX Newsmax Inc. - 8-K

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 19, 2026, the Board of Directors (the “Board”) of Newsmax Inc. (the “Company”) appointed David Evans as a member of the Board to fill an existing vacancy, effective immediately. The Board also appointed Mr. Evans to the Audit Committee of the Board, effective immediately, to serve alongside the other members of the Audit Committee, Rene Alexander Acosta and Paula J. Dobriansky.

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

There are no arrangements or understandings between Mr. Evans and any other person pursuant to which he was selected as a director, and there are no transactions in which the Company is a party and in which Mr. Evans has a material interest subject to disclosure under Item 404(a) of Regulation S-K. In connection with his appointment, Mr. Evans executed the Company’s standard form of indemnification agreement for directors a 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.

Item 7.01 - Regulation FD Disclosure

On March 23, 2026, the Company issued a press release announcing the appointment of Mr. Evans as a member of the Board, as described in Item 5.02 above. 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 March 23, 2026

104

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