Form 8-K

8-K — Reservoir Media, Inc.

Accession: 0001104659-26-067248

Filed: 2026-05-28

Period: 2026-05-28

CIK: 0001824403

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tm2615781d1_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2615781d1_ex99-1.htm)

GRAPHIC (tm2615781d1_ex99-1img01.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2615781d1_8k.htm · Sequence: 1

false

0001824403

2026-05-28

0001824403

us-gaap:CommonStockMember

2026-05-28

0001824403

us-gaap:WarrantMember

2026-05-28

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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):

May 28, 2026

RESERVOIR MEDIA, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39795

83-3584204

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

200 Varick Street

Suite 801

New York, New York

10014

(Address of principal executive offices)

(Zip Code)

(212) 675-0541

(Registrant’s telephone number, including

area code)

N/A

(Former name or former address, if changed since

last report)

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:

¨ 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

Common stock, $0.0001 par value per share

RSVR

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share

RSVRW

The Nasdaq Stock Market 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 2.02 Results of Operations and Financial Condition

On May 28, 2026, Reservoir Media,

Inc., a Delaware corporation (the “Company”), issued a press release announcing the condensed consolidated financial results

of the Company for the fourth quarter and fiscal year ended March 31, 2026. A copy of the press release is attached as Exhibit 99.1 to

this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in

this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, 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 Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference in any filing by the Company with the U.S. Securities

and Exchange Commission under the Securities Act of 1933, as amended, or the Exchange Act, unless the Company expressly sets forth by

specific reference in such filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1

Press Release, dated May 28, 2026

104

The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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.

RESERVOIR MEDIA, INC.

Date: May 28, 2026

By:

/s/ Golnar Khosrowshahi

Name: Golnar Khosrowshahi

Title: Chief Executive Officer

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2615781d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

RESERVOIR MEDIA ANNOUNCES FOURTH QUARTER

AND FISCAL YEAR 2026 RESULTS

Strong Execution and Substantial Capital Deployment

Drove Record Financial Performance and High-Quality Portfolio Expansion

Fiscal 2027 Financial Outlook of Mid-Single-Digit

Top- and Bottom-Line Growth

May 28, 2026, New York — Reservoir

Media, Inc. (NASDAQ: RSVR) (“Reservoir” or the “Company”), an award-winning independent music company, today announced

financial results for the fourth quarter and full year for fiscal 2026 ended March 31, 2026.

Fiscal Year 2026 Highlights:

· Revenue of $175.7 million, increased 6% organically, or 11% including acquisitions

year-over-year

o Music Publishing Revenue increased 9% year-over-year

o Recorded Music Revenue increased by 16% year-over-year

· Operating Income of $38.2 million, increased by 9% year-over-year

· OIBDA (“Operating Income Before Depreciation

& Amortization”) of $69.0 million, increased by 12% year-over-year

· Net Income $7.8 million, or $0.13 per diluted share, compared to Net Income

of $7.7 million last year, or $0.12 per diluted share

· Adjusted EBITDA of $73.6 million, up 12% year-over-year

· Acquired the publishing catalog of music and cultural icon Miles Davis, as

well as rights to his recorded music and shared rights to name and likeness

· Reinforced relationships with existing clients:

o Announced a new deal with film composer Hans Zimmer and his company, Remote Control Publishing, extending the relationship that began

in 2015

o Extended publishing deals with music legend Joni Mitchell and Grammy award-winning songwriter and producer Khris Riddick-Tynes

· Expanded Reservoir's international footprint with the launch of Mumbai-based

subsidiary, PopIndia, to sign and develop talent in India, including the company’s first deals signing singer, songwriter, rapper,

and YouTube star Yohani and acquiring the publishing and master rights to the entire Musicraft Entertainment catalog

· Expanded the Recorded Music division with a multi-faceted deal with independent

record label Fool’s Gold Records, including acquiring catalog master rights of several of the label’s artists and an exclusive

partnership to market and distribute all other recordings on Fool’s Gold via the Reservoir label platform

Fourth Quarter 2026 & Recent Highlights:

· Revenue of $47.5 million, increased 12% organically, or 15% including acquisitions

year-over-year

o Music Publishing Revenue increased 11% year-over-year

o Recorded Music Revenue increased 27% year-over-year

· Operating Income of $11.8 million, increased by 13% year-over-year

· OIBDA of $19.9 million, increased by 16% year-over-year

· Net Income of $4.1 million, or $0.07 per diluted share, compared to Net Income

of $2.7 million in the year-ago period, or $0.04 per diluted share

· Adjusted EBITDA of $21.2 million, up 16% year-over-year

· Announced new publishing deals with country/pop songwriter Allison Veltz

Cruz, multi-genre songwriter-producer Britten Newbill, U.K. singer-songwriter Benjamin Francis Leftwich, and Nashville singer-songwriter

Sam Tinnesz

· Reservoir subsidiary PopArabia acquired MENA label and digital distribution

company Viral Wave

Management Commentary:

“Fiscal 2026 was another standout year for

Reservoir, marked by strong growth and continued strategic investment. We expanded our catalog across publishing and recorded music, scaled

our presence in high-growth international markets, and reinforced our reputation as the partner of choice for leading creators. This momentum

is reflected in our partnerships with iconic talent and catalogs, including Miles Davis, Hans Zimmer, Joni Mitchell, and many more,”

said Golnar Khosrowshahi, Founder and Chief Executive Officer of Reservoir Media.

Khosrowshahi continued, “Looking ahead,

the outlook for the music industry remains highly compelling. With a robust deal pipeline and a financial profile that supports both organic

growth and disciplined capital deployment, we are well positioned to extend our track record of growth. As we enter Fiscal 2027, we remain

focused on delivering for our creators and generating long-term value for shareholders.”

Fourth Quarter & Fiscal Year 2026 Financial

Results

Summary

Financials

Q4’26

Q4’25

Change

FY26

FY25

Change

Total

Revenue

$47.5

$41.4

15%

$175.7

$158.7

11%

Music

Publishing Revenue

$30.9

$27.9

11%

$116.8

$107.4

Recorded

Music Revenue

$15.2

$12.0

27%

$51.5

$44.3

16%

Operating

Income

$11.8

$10.4

13%

$38.2

$35.1

OIBDA

$19.9

$17.2

16%

$69.0

$61.4

12%

Net

Income

$4.1

$2.7

49%

$7.8

$7.7

Adjusted

EBITDA

$21.2

$18.2

16%

$73.6

$65.7

12%

(Table Notes: $ in

millions; Quarters ended March 31st; Unaudited)

Total Revenue in the fourth quarter of fiscal

2026 increased 15% to $47.5 million, compared to $41.4 million in the fourth quarter of fiscal 2025. The increase was spread across both

Music Publishing and Recorded Music, which saw growth of 11% and 27%, respectively. Total Revenue for fiscal 2026 increased 11% to $175.7

million, compared to $158.7 million in fiscal 2025. The year-over-year improvement was driven by the 9% growth of the Music Publishing

segment and the 16% growth of the Recorded Music segment, inclusive of the acquisitions of various catalogs.

Operating Income in the fourth quarter of fiscal

2026 was $11.8 million, an increase of 13% compared to Operating Income of $10.4 million in the fourth quarter of fiscal 2025. OIBDA in

the fourth quarter of fiscal 2026 increased 16% to $19.9 million, compared to $17.2 million in the prior year quarter. Adjusted EBITDA

in the fourth quarter of fiscal 2026 was $21.2 million, compared to $18.2 million last year. The increases in Operating Income, OIBDA,

and Adjusted EBITDA in the fourth quarter were primarily driven by strong revenue results in both segments. The gain in all three metrics

was partially offset by higher administration expenses, while the increase in operating income was also partially offset by higher amortization

and depreciation expense due to the acquisition of catalogs.

Operating Income in fiscal 2026 was $38.2 million,

an increase of 9% compared to Operating Income of $35.1 million in fiscal 2025. OIBDA in fiscal 2026 increased 12% to $69.0 million, compared

to $61.4 million in the prior year. Adjusted EBITDA in fiscal 2026 increased 12% to $73.6 million, compared to $65.7 million last year.

The increase in Operating Income, OIBDA, and Adjusted EBITDA for the year was driven by revenue growth and lower cost of revenue as a

percentage of revenues. See below for calculations and reconciliations of OIBDA and Adjusted EBITDA to Operating Income and Net Income,

respectively.

Net Income in the fourth quarter of fiscal 2026

was $4.1 million, or $0.07 per share, compared to $2.7 million, or $0.04 per share, in the year-ago quarter. The increase in Net Income

for the fourth quarter was driven by higher operating income and the gain on fair value of interest rate swaps, offset by higher interest

expense and loss on foreign exchange. Net Income in fiscal year 2026 was $7.8 million, or $0.13 per diluted share, compared to $7.7 million,

or $0.12 per share in fiscal year 2025. The year-over-year increase in Net Income was largely due to an increase in operating income,

as well as a decrease in the loss on fair value of interest rate swaps, partially offset by increases in interest expense and income tax

expense.

Fourth Quarter & Fiscal Year 2026 Segment

Review

Music

Publishing

Q4’26

Q4’25

Change

FY26

FY25

Change

Revenue

by Type

Digital

$16.9

$13.6

24%

$64.7

$60.5

Performance

$5.5

$6.5

(16)%

$24.0

$21.1

14%

Synchronization

$5.8

$5.5

$19.1

$18.2

Mechanical

$1.3

$1.2

16%

$4.2

$3.9

Other

$1.4

$1.2

20%

$4.8

$3.7

30%

Total

Revenue

$30.9

$27.9

11%

$116.8

$107.4

OIBDA

$11.0

$10.5

$40.9

$37.3

(Table Notes: $ in millions; Quarters ended March 31st; Unaudited)

Music Publishing Revenue in the fourth

quarter of fiscal 2026 was $30.9 million, an increase of 11% compared to $27.9 million in last fiscal year’s fourth quarter. The

increase was largely driven by higher Digital revenue and Synchronization revenue, which was partially offset by lower Performance revenue.

Music Publishing Revenue in fiscal 2026 was $116.8 million, representing an increase of 9% compared to $107.4 million in fiscal 2025.

Growth for the year was driven by Digital revenue as well as double-digit gains in Performance and Other revenue, while all other revenue

types grew but to a lesser extent.

In the fourth quarter of fiscal 2026, Music Publishing

OIBDA increased 5% to $11.0 million, compared to $10.5 million in the fourth quarter of fiscal 2025. During fiscal 2026, Music Publishing

OIBDA increased 9% to $40.9 million, compared to $37.3 million in fiscal 2025. Music Publishing OIBDA margin in the fourth quarter decreased

from 37% to 36%. Music Publishing OIBDA margin in fiscal 2026 was unchanged at 35%. The decrease in the fourth quarter 2026 OIBDA margins

reflected higher administrative costs including professional fees incurred in connection with our acquisition of Viral Wave.

Recorded

Music

Q4’26

Q4’25

Change

FY26

FY25

Change

Revenue

by Type

Digital

$10.3

$8.8

17%

$36.4

$30.7

18%

Physical

$1.8

$1.3

35%

$6.1

$6.2

(1)%

Neighboring

Rights

$1.4

$1.1

18%

$4.7

$4.2

11%

Synchronization

$1.7

$0.7

161%

$4.3

$3.1

39%

Total

Revenue

$15.2

$12.0

27%

$51.5

$44.3

16%

OIBDA

$8.7

$6.5

34%

$26.9

$22.7

18%

(Table Notes: $ in millions; Quarters

ended March 31st; Unaudited)

Recorded Music Revenue in the fourth quarter

of fiscal 2026 was $15.2 million, an increase of 27% compared to $12.0 million in last fiscal year’s fourth quarter. Recorded Music

Revenue in fiscal 2026 was $51.5 million, an increase of 16% compared to $44.3 million in fiscal 2025. Growth in both periods was driven

by a double-digit improvement within Digital revenues and strong growth in Synchronization revenues, which were partially offset by lower

Physical revenue in fiscal 2026.

In the fourth quarter of fiscal 2026, Recorded

Music OIBDA increased 34% to $8.7 million, versus $6.5 million in the year-ago period. During fiscal 2026, Recorded Music OIBDA increased

18% to $26.9 million, compared to $22.7 million in fiscal 2025. Recorded Music OIBDA margin in the fourth quarter increased from 54% to

57%, and in fiscal 2026 increased from 51% to 52%. The increase in the fourth quarter and fiscal 2026 OIBDA margins reflected an increase

in revenue as well as lower cost of revenue as a percentage of revenues and improved operating leverage as revenues increased.

Balance Sheet and Liquidity

During fiscal 2026, cash provided by operating

activities was $50.1 million, an increase of $4.9 million compared to the same period last fiscal year. The increase in cash provided

by operating activities was primarily attributable to an increase in earnings and cash provided by working capital.

As of March 31, 2026, Reservoir had cash and cash

equivalents of $25.9 million and $91.2 million available for borrowing under its revolving credit facility, for total available liquidity

of $117.1 million. Total debt was $455.7 million (net of $3.1 million of deferred financing costs) and Net Debt was $429.8 million (defined

as total debt, less cash and equivalents and deferred financing costs). This compares to cash and cash equivalents of $21.4 million and

$58.2 million available for borrowing under its revolving credit facility, for total available liquidity of $79.6 million as of March

31, 2025. Total debt was $388.1 million (net of $3.7 million of deferred financing costs) and Net Debt was $366.7 million as of March

31, 2025.

Fiscal Year 2027 Outlook

Reservoir initiated the following financial outlook

range for fiscal year 2027, and expects the financial results for the year ending March 31, 2027, to be as follows:

Outlook

Guidance

Growth

(at mid-point)

Revenue

$186M

- $191M

Adjusted

EBITDA

$75M

- $79M

Jim Heindlmeyer, Chief Financial Officer of Reservoir,

commented, “Our full-year 2026 results underscore the strength and resilience of our portfolio, with growth driven by a disciplined

approach to both investments and cost. Looking ahead to fiscal 2027, we are well positioned for continued growth due to the strength of

our catalog and our proven ability to unlock additional value. This is reflected in our guidance for 7% Revenue growth and 5% Adjusted

EBITDA growth at the midpoints.”

Conference Call Information

Reservoir is hosting a conference call for analysts

and investors to discuss its financial results for the fourth quarter and fiscal year ended March 31, 2026, and its business outlook at

10:00 a.m. EDT today, May 28, 2026. The conference call can be accessed via webcast in the investor relations section of the Company’s

website at https://investors.reservoir-media.com/news-and-events/events-and-presentations.

Interested parties may also participate in the

call using the following registration link: Here. Once registered, participants will receive

a webcast link to enter the event. Alternatively, participants may dial into the call using the following phone number: +1 201-389-0921

(Toll-free: +1 877-407-0989). Shortly after the conclusion of the conference call, a replay of the audio webcast will be available in

the investor relations section of Reservoir’s website for 30 days after the event.

ABOUT RESERVOIR

Reservoir is an independent music company based

in New York City and with offices in Los Angeles, Nashville, Toronto, London, Abu Dhabi, and Mumbai. Reservoir is the first female-founded

and led publicly traded independent music company in the U.S. Founded as a family-owned music publisher in 2007, Reservoir represents

copyrights and master recordings including titles dating as far back as 1900 and hundreds of #1 releases worldwide. Reservoir frequently

holds a Top 10 U.S. Market Share according to Billboard’s Publishers Quarterly, was twice named Publisher of the Year by Music Business

Worldwide’s The A&R Awards and won Independent Publisher of the Year at the 2020 and 2022 Music Week Awards.

Reservoir also represents a multitude of recorded

music through Chrysalis Records, Tommy Boy Music, and Philly Groove Records and manages artists through its ventures with Blue Raincoat

Music and Big Life Management.

Forward-Looking Statements

This press release contains forward-looking statements

within the meaning of the Private Securities Litigation Reform Act of 1995 and are made in reliance on the safe harbor protections provided

thereunder. Forward-looking statements are typically identified by words such as “anticipate,” “believe,” “continue,”

“could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,”

“outlook,” “plan,” “possible,” “potential,” “predict,” “project,”

“should,” “target,” “would” and other similar words and expressions. Forward-looking statements in

this press release relate to, among other things: Reservoir’s anticipated financial condition, results of operations and performance,

expected growth, plans and objectives for future operations, business prospects and market conditions. Forward-looking statements are

based on the current expectations and beliefs of management and information currently available to management. These statements are inherently

subject to a number of risks, uncertainties and assumptions, many of which are outside of our control and could cause future events or

results to be materially different from those stated or implied in this press release, including the risk factors that are described in

Reservoir’s Annual Report on Form 10-K for the year ended March 31, 2026 and our other filings with the SEC available on the SEC’s

website at www.sec.gov or Reservoir’s website at www.reservoir-media.com. Any forward-looking statement made in this

press release speaks only as of the date on which it is made and Reservoir undertakes no obligation to update or revise any forward-looking

statement, whether as a result of new information, future developments or otherwise.

Reservoir Media, Inc. and Subsidiaries

Condensed Consolidated Statements of Income

Three and Twelve Months Ended March 31, 2026 versus March 31, 2025

(Unaudited)

(Expressed in U.S. dollars)

Three Months Ended

March 31,

Fiscal Year Ended

March 31,

2026

2025

% Change

2026

2025

% Change

Revenues

$ 47,497,268

$ 41,417,784

15%

$ 175,664,491

$ 158,705,736

11%

Costs and expenses:

Cost of revenue

16,068,359

14,249,476

13%

61,991,231

57,430,005

Amortization and depreciation

8,123,137

6,770,836

20%

30,783,011

26,299,233

17%

Administration expenses

11,535,654

9,977,954

16%

44,659,434

39,915,464

12%

Total costs and expenses

35,727,150

30,998,266

15%

137,433,676

123,644,702

11%

Operating income

11,770,118

10,419,518

13%

38,230,815

35,061,034

Interest expense

(6,830,013 )

(6,086,654 )

(26,451,641 )

(21,883,321 )

Loss (gain) on foreign exchange

(389,347 )

750,493

230,549

578,251

Gain (loss) on fair value of swaps

1,232,583

(1,681,378 )

(350,960 )

(4,213,819 )

Other (expense) income, net

(146,625 )

(80,798 )

(504,221 )

329,976

Income before income taxes

5,636,716

3,321,181

11,154,542

9,872,121

Income tax expense

1,573,362

600,135

3,328,027

2,140,724

Net income

4,063,354

2,721,046

7,826,515

7,731,397

Net loss (income) attributable to noncontrolling interests

341,143

(53,584 )

476,149

18,516

Net income attributable to Reservoir Media, Inc.

$ 4,404,497

$ 2,667,462

$ 8,302,664

$ 7,749,913

Earnings per common share:

Basic

$ 0.07

$ 0.04

$ 0.13

$ 0.12

Diluted

$ 0.07

$ 0.04

$ 0.13

$ 0.12

Weighted average common shares outstanding:

Basic

65,608,517

65,248,387

65,536,506

65,161,373

Diluted

66,554,575

66,077,568

66,307,433

65,949,366

Reservoir Media, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

March 31, 2026 versus March 31, 2025

(Unaudited)

(Expressed in U.S. dollars)

March 31,

2026

March 31,

2025

Assets

Current assets

Cash and cash equivalents

$ 25,927,462

$ 21,386,140

Accounts receivable

40,832,075

37,848,611

Current portion of royalty advances

16,368,968

15,182,463

Other current assets

9,409,757

4,867,081

Total current assets

92,538,262

79,284,295

Intangible assets, net

788,740,821

719,673,219

Equity method and other investments

2,830,766

1,100,000

Royalty advances, net of current portion and reserves

54,128,586

55,508,155

Property and equipment, net

661,986

406,784

Operating lease right of use assets, net

7,889,862

5,949,418

Fair value of swap assets

1,356,878

1,828,303

Other assets

1,529,920

1,376,836

Total assets

$ 949,677,081

$ 865,127,010

Liabilities

Current liabilities

Accounts payable and accrued liabilities

$ 4,116,221

$ 5,394,755

Royalties payable

52,323,565

47,210,727

Accrued payroll

2,672,350

2,588,758

Deferred revenue

2,472,734

1,885,462

Other current liabilities

3,408,651

7,954,208

Income taxes payable

547,932

803,342

Total current liabilities

65,541,453

65,837,252

Secured line of credit

455,705,468

388,134,754

Deferred tax liability

41,786,064

38,228,099

Operating lease liabilities, net of current portion

7,445,152

5,723,930

Fair value of swap liability

289,543

410,008

Other liabilities

345,149

593,185

Total liabilities

571,112,829

498,927,228

Contingencies and commitments

Shareholders' Equity

Preferred stock

Common stock

6,561

6,524

Additional paid-in capital

346,933,189

344,145,789

Retained earnings

31,450,234

23,147,570

Accumulated other comprehensive loss

(670,772 )

(2,422,107 )

Total Reservoir Media, Inc. shareholders' equity

377,719,212

364,877,776

Noncontrolling interest

845,040

1,322,006

Total shareholders' equity

378,564,252

366,199,782

Total liabilities and shareholders' equity

$ 949,677,081

$ 865,127,010

Supplemental Disclosures Regarding Non-GAAP Financial Measures

This press release includes certain financial

information, such as OIBDA, OIBDA margin, EBITDA, Adjusted EBITDA, and Net Debt, which has not been prepared in accordance with United

States generally accepted accounting principles (“GAAP”). Reservoir’s management uses these non-GAAP financial measures

to evaluate Reservoir’s operations, measure its performance and make strategic decisions. Reservoir believes that the use of these

non-GAAP financial measures provides useful information to investors and others in understanding Reservoir’s results of operations

and trends in the same manner as Reservoir’s management and in evaluating Reservoir’s financial measures as compared to the

financial measures of other similar companies, many of which present similar non-GAAP financial measures. However, these non-GAAP financial

measures are subject to inherent limitations as they reflect the exercise of judgments by Reservoir’s management about which items

are excluded or included in determining these non-GAAP financial measures and, therefore, should not be considered as a substitute for

net income, operating income or any other operating performance measures calculated in accordance with GAAP. Using such non-GAAP financial

measures in isolation to analyze Reservoir’s business would have material limitations because the calculations are based on the

subjective determination of Reservoir’s management regarding the nature and classification of events and circumstances. In addition,

although other companies in Reservoir’s industry may report measures titled OIBDA, OIBDA margin, Adjusted EBITDA, and Net Debt,

or similar measures, such non-GAAP financial measures may be calculated differently from how Reservoir calculates such non-GAAP financial

measures, which reduces their overall usefulness as comparative measures. Because of these limitations, such non-GAAP financial measures

should be considered alongside other financial performance measures and other financial results presented in accordance with GAAP. You

can find the reconciliation of these non-GAAP financial measures to the nearest comparable GAAP measures in the tables below.

OIBDA

Reservoir evaluates operating performance based

on several factors, including its primary financial measure of operating income before non-cash depreciation of tangible assets and non-cash

amortization of intangible assets (“OIBDA”). Reservoir considers OIBDA to be an important indicator of the operational strengths

and performance of its businesses and believes this non-GAAP financial measure provides useful information to investors because it removes

the significant impact of amortization from Reservoir’s results of operations. However, a limitation of the use of OIBDA as a performance

measure is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues

in Reservoir’s businesses and other non-operating income (loss). Accordingly, OIBDA should be considered in addition to, not as

a substitute for, operating income, net income attributable to us and other measures of financial performance reported in accordance with

GAAP. In addition, our definition of OIBDA may differ from similarly titled measures used by other companies. OIBDA Margin is defined

as OIBDA as a percentage of revenue.

EBITDA and Adjusted EBITDA

EBITDA is defined as earnings (net income or loss)

before net interest expense, income tax (benefit) expense, non-cash depreciation of tangible assets and non-cash amortization of intangible

assets and is used by management to measure operating performance of the business. Adjusted EBITDA, in addition to adjusting net income

to exclude income tax expense, interest expense and depreciation and amortization, further adjusts net income by excluding items or expenses

such as, among others, (1) any non-cash charges (including any impairment charges and loss on early extinguishment of debt and to write-down

an equity investment to its estimated fair value), (2) any net gain or loss on foreign exchange, (3) any net gain or loss resulting from

interest rate swaps, (4) equity-based compensation expense and (5) certain unusual or non-recurring items.

Adjusted EBITDA is a key measure used by Reservoir’s

management to understand and evaluate operating performance, generate future operating plans, and make strategic decisions regarding the

allocation of capital. However, certain limitations on the use of Adjusted EBITDA include, among others, (1) it does not reflect the periodic

costs of certain capitalized tangible and intangible assets used in generating revenue for Reservoir’s business, (2) it does not

reflect the significant interest expense or cash requirements necessary to service interest or principal payments on Reservoir’s

indebtedness and (3) it does not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments.

In particular, Adjusted EBITDA measure adds back certain non-cash, unusual or non-recurring charges that are deducted in calculating net

income; however, these are expenses that may recur, vary greatly and are difficult to predict. In addition, Adjusted EBITDA is not the

same as net income or cash flow provided by operating activities as those terms are defined by GAAP and does not necessarily indicate

whether cash flows will be sufficient to fund cash needs.

Net Debt

Reservoir defines Net Debt as total debt, less

cash and equivalents and deferred financing costs.

Reservoir Media, Inc. and Subsidiaries

Reconciliation of Operating Income to OIBDA

Three and Twelve Months Ended March 31, 2026 versus

March 31, 2025

(Unaudited)

(Dollars in thousands)

For the Three Months Ended March 31,

For the Fiscal Year Ended March 31,

2026

2025

2026

2025

Revenues

$ 47,497

$ 41,418

$ 175,664

$ 158,706

Cost of revenue

16,068

14,249

61,991

57,430

Administration expenses

11,536

9,978

44,659

39,915

OIBDA

19,893

17,190

69,014

61,360

Amortization and depreciation

8,123

6,771

30,783

26,299

Operating income

$ 11,770

$ 10,419

$ 38,231

$ 35,061

Reservoir Media, Inc. and Subsidiaries

Music Publishing Segment OIBDA

Three and Twelve Months Ended March 31, 2026 versus

March 31, 2025

(Unaudited)

(Dollars in thousands)

For the Three Months Ended March 31,

For the Fiscal Year Ended March 31,

2026

2025

2026

2025

Revenues

$ 30,873

$ 27,923

$ 116,803

$ 107,412

Cost of revenue

12,369

11,012

48,470

45,161

Administration expenses

7,538

6,458

27,445

24,907

OIBDA

$ 10,966

$ 10,452

$ 40,888

$ 37,345

Reservoir Media, Inc. and Subsidiaries

Recorded Music Segment OIBDA

Three and Twelve Months Ended March 31, 2026 versus

March 31, 2025

(Unaudited)

(Dollars in thousands)

For the Three Months Ended March 31,

For the Fiscal Year Ended March 31,

2026

2025

2026

2025

Revenues

$ 15,215

$ 11,963

$ 51,514

$ 44,250

Cost of revenue

3,699

3,237

13,521

12,269

Administration expenses

2,829

2,230

11,129

9,232

OIBDA

$ 8,687

$ 6,496

$ 26,864

$ 22,749

Reservoir Media, Inc. and Subsidiaries

Reconciliation of Net Income to Adjusted EBITDA

Three and Twelve Months Ended March 31, 2026 versus

March 31, 2025

(Unaudited)

(Dollars in thousands)

For the Three Months Ended March 31,

For the Fiscal Year Ended March 31,

2026

2025

2026

2025

Net Income

$ 4,064

$ 2,721

$ 7,827

$ 7,731

Income Tax Expense

1,573

600

3,328

2,141

Interest Expense

6,830

6,086

26,452

21,883

Amortization and Depreciation

8,123

6,771

30,783

26,299

EBITDA

20,590

16,178

68,390

58,054

Loss (Gain) on Foreign Exchange(a)

389

(750 )

(231 )

(578 )

(Gain) Loss on Fair Value of Swaps(b)

(1,233 )

1,682

351

4,214

Non-cash Share-based Compensation(c)

933

1,051

4,272

4,385

Transaction Costs(d)

328

Other Expense (Income), Net(e)

146

504

(330 )

Adjusted EBITDA

$ 21,153

$ 18,242

$ 73,614

$ 65,745

(a) Reflects the loss (gain) on foreign exchange fluctuations.

(b) Reflects the non-cash (gain) or loss on the mark-to-market of interest rate swaps.

(d) Reflects professional fees incurred in connection with the acquisition of Viral Wave, which closed in April 2026, and by the independent

special committee (“Special Committee”) of the Company’s Board of Directors. The Special Committee was formed to evaluate

the previously disclosed non-binding and unsolicited acquisition proposals received by the Company.

(e) Reflects Reservoir’s share of losses recorded by equity method investments during the three and

twelve months ended March 31, 2026. Reflects a gain recorded on the disposal of an equity investment (the “Investment Gain”)

and the Company’s share of proceeds related to underreported royalty usage for an acquired Recorded Music catalog that pertained

to periods prior to the Company’s acquisition of the catalog (“Recovery Income”) during the three and twelve months

ended March 31, 2025.

Media Contact

Reservoir Media, Inc.

Suzy Arrabito

Vice President, Marketing & Communications

sa@reservoir-media.com

www.reservoir-media.com

Investor Contact

Alpha IR Group

Jackie Marcus or Nathan Skown

RSVR@alpha-ir.com

Source: Reservoir Media, Inc.

###

GRAPHIC

Filename: tm2615781d1_ex99-1img01.jpg · Sequence: 7

Binary file (14945 bytes)

Download tm2615781d1_ex99-1img01.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 9

v3.26.1

Cover

May 28, 2026

Document Type

8-K

Amendment Flag

false

Document Period End Date

May 28, 2026

Entity File Number

001-39795

Entity Registrant Name

RESERVOIR MEDIA, INC.

Entity Central Index Key

0001824403

Entity Tax Identification Number

83-3584204

Entity Incorporation, State or Country Code

Entity Address, Address Line One

200 Varick Street

Entity Address, Address Line Two

Suite 801

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Postal Zip Code

10014

City Area Code

212

Local Phone Number

675-0541

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Entity Emerging Growth Company

false

Common Stock [Member]

Title of 12(b) Security

Common stock, $0.0001 par value per share

Trading Symbol

RSVR

Security Exchange Name

NASDAQ

Warrant [Member]

Title of 12(b) Security

Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share

Trading Symbol

RSVRW

Security Exchange Name

NASDAQ

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_CommonStockMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type:

- Details

Name:

us-gaap_StatementClassOfStockAxis=us-gaap_WarrantMember

Namespace Prefix:

Data Type:

Balance Type:

Period Type: