The following discussion and analysis of Reservoir Media, Inc.’s financial condition and results of operations should be read in conjunction with Reservoir Media, Inc.’s condensed consolidated financial statements, including the accompanying notes thereto contained elsewhere in this Quarterly Report on Form 10-Q (this “Quarterly Report”). Certain statements contained in the discussion and analysis set forth below include forward-looking statements that involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. Unless the context otherwise requires, the terms “we,” “us,” “our,” the “Company” and “Reservoir” refer collectively to Reservoir Media, Inc. and its consolidated subsidiaries. Special Note Regarding Forward-Looking Statements This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts, and are intended to be covered by the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “predict,” “project,” “target,” “goal,” “intend,” “continue,” “could,” “may,” “might,” “shall,” “should,” “will,” “would,” “plan,” “possible,” “potential,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. In addition, any statements that refer to expectations, projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current expectations, projections and beliefs based on information currently available. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about the Company that may cause its actual business, financial condition, results of operations, performance and/or achievements to be materially different from any future business, financial condition, results of operations, performance and/or achievements expressed or implied by these forward-looking statements. Because some of these risks and uncertainties cannot be predicted or quantified, you should not rely on our forward-looking statements as predictions of future events. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described under “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” in the Company’s Annual Report on Form 10-K (the “Annual Report”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 28, 2026 and the Company’s other filings with the SEC. The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. You should read this Quarterly Report with the understanding that actual future events or future performance might be materially different from our expectations. Introduction We are a holding company that conducts substantially all of our business operations through Reservoir Media Management, Inc. (“RMM”). RMM is one of the world’s leading independent music companies. We operate a music publishing business, a recorded music business, a management business and a rights management entity in the Middle East. Recent Developments On March 4, 2026, we announced that the Company’s Board of Directors (the “Board”) formed a special committee of independent and disinterested directors of the Board (the “Special Committee”) to evaluate unsolicited, non-binding proposals received from certain of the Company’s shareholders to acquire the Company’s outstanding equity, including proposals from Irenic Capital Management LP (“Irenic”) and from Richmond Hill Investment Co. LP (“Richmond Hill”) and Wesbild Inc. (“Wesbild” and together with Richmond Hill “Wesbild/Richmond”) (together the “Proposals”). For additional information regarding the Proposals, see “Recent Developments” in the Annual Report. On May 1, 2026, we announced that the Special Committee engaged Morgan Stanley & Co. LLC as its financial advisor and Wachtell, Lipton, Rosen & Katz as its legal counsel in connection with the Special Committee’s evaluation of the Proposals. There can be no assurance that any definitive agreement will result from either of the Proposals or that any transaction will be consummated with Irenic, Richmond Hill, Wesbild or any other party. 17 Table of Contents Business Overview We are an independent music company operating in music publishing and recorded music. Both of our business areas are populated with hit songs dating back to the early 1900s and represent an array of artists across genres and geography. Consistent with how we classify and operate our business, our company is organized in two reportable segments: Music Publishing and Recorded Music. A brief description of each segment’s operations is presented below. Music Publishing Segment Music Publishing is an intellectual property business focused on generating revenue from uses of the musical composition itself. In return for promoting, placing, marketing and administering the creative output of a songwriter or engaging in those activities for other rightsholders, our Music Publishing business garners a share of the revenues generated from use of the musical compositions. The operations of our Music Publishing business are conducted principally through RMM, our global music publishing company headquartered in New York City, with operations in multiple countries through various subsidiaries, affiliates and non-affiliated licensees and sub-publishers. We own or control rights to a vast collection of musical compositions, including numerous pop hits, American standards, and motion picture and theatrical compositions. Assembled over many years, our catalog represents a diverse range of genres, including pop, rock, jazz, classical, country, R&B, hip-hop, rap, reggae, Latin, folk, blues, symphonic, soul, Broadway, techno, alternative and gospel. In addition to the catalog, we represent many active songwriters who are consistently generating new music. Music Publishing revenues are derived from five main sources: ● Digital––the rightsholder receives revenues with respect to musical compositions embodied in recordings distributed in streaming services, download services and other digital music services; ● Performance––the rightsholder receives revenues if the musical composition is performed publicly through broadcast of music on television, radio and cable and in retail locations (e.g., bars and restaurants), live performance at a concert or other venue (e.g., arena concerts and nightclubs), and performance of music in staged theatrical productions; ● Synchronization––the rightsholder receives revenues for the right to use the musical composition in combination with visual images such as in films or television programs, television commercials and video games; ● Mechanical––the rightsholder receives revenues with respect to musical compositions embodied in recordings sold in any machine-readable format or configuration such as vinyl, CDs and DVDs; and ● Other––the rightsholder receives revenues for use in sheet music and other uses. The principal costs associated with our Music Publishing business are as follows: ● Writer Royalties and Other Publishing Costs––the artist and repertoire (“A&R”) costs associated with (i) paying royalties to songwriters, co-publishers and other copyright holders in connection with income generated from the uses of their works and (ii) signing and developing songwriters, all of which are classified as cost of revenue; and ● Administration Expenses––the costs associated with general overhead, and other administrative expenses, as well as selling and marketing. 18 Table of Contents Recorded Music Segment Our Recorded Music business consists of three types of sound recording rights ownership. First is the active marketing, promotion, distribution, sale and licensing of newly created frontline sound recordings from current artists that we own and control (“Current Artist”). This is a new area of focus for us and does not yet produce significant revenue. The second is the active marketing, promotion, distribution, sale and license of previously recorded and subsequently acquired catalog recordings (the “Catalog”). The third is acquisition of full or partial interests in existing record labels, sound recording catalogs or income rights to a royalty stream associated with an established recording artist or producer contract in connection with existing sound recordings. Acquisition of these income participation interests are typically in connection with recordings that are owned, controlled, and marketed by other record labels. Our recorded music business is operated by our label teams based in London and New York City, which release music from our labels Chrysalis Records, Tommy Boy Music, New State and Reservoir Recordings. We primarily manage Catalog recorded music, but we have a small roster of current artists for whom we release new music. We also own income participation interests in recordings by The Isley Brothers, The Commodores, Wisin and Yandel, Alabama and others. Our core Catalog includes recordings under the Chrysalis Records label by artists such as Sinéad O’Connor, The Specials, Generation X and The Waterboys, and De La Soul, recordings under the Tommy Boy label by artists such as Coolio, House of Pain, Naughty By Nature and Queen Latifah, plus select catalog artists on Fool’s Gold Records, which we also distribute. Our Current Artist and Catalog recorded music distribution is handled by a mix of direct deals, such as with Amazon, Apple, TikTok and YouTube, plus a network of distribution partners, including MERLIN, AMPED and Proper. Chrysalis Records’ current frontline releases are distributed through Secretly Distribution. Through our distribution network, our music is being sold in physical retail outlets, as well as in physical form to online physical retailers, such as amazon.com, and distributed in digital form to an expanding universe of digital partners, including streaming services such as Amazon, Apple, Deezer, SoundCloud, Spotify, Tencent Music Entertainment Group and YouTube, radio services such as iHeart Radio and SiriusXM, and download services. We also license music digitally to fitness platforms such as Apple Fitness+, Equinox, Hydrow and Peloton and to social media outlets, such as Facebook, Instagram, TikTok and Snap. Recorded Music revenues are derived from four main sources: ● Digital––the rightsholder receives revenues with respect to streaming and download services; ● Physical––the rightsholder receives revenues with respect to sales of physical products such as vinyl, CDs and DVDs; ● Neighboring Rights––the rightsholder receives royalties if sound recordings are performed publicly through broadcast of music on television, radio, and cable, and in public spaces such as shops, workplaces, restaurants, bars and clubs; and ● Synchronization––the rightsholder receives royalties or fees for the right to use sound recordings in combination with visual images such as in films or television programs, television commercials and video games. The principal costs associated with our Recorded Music business are as follows: ● Artist Royalties and Other Recorded Costs––the A&R costs associated with (i) paying royalties to recording artists, producers, songwriters, other copyright holders and trade unions, (ii) signing and developing recording artists and (iii) creating master recordings in the studio; and product costs to manufacture, package and distribute products to wholesale and retail distribution outlets, all of which are classified as cost of revenue; and ● Administration Expenses––the costs associated with general overhead and other administrative expenses as well as costs associated with the promotion and marketing of recording artists and music, including costs to produce music videos for promotional purposes and artist tour support. ​ 19 Table of Contents Use of Non-GAAP Financial Measures We prepare our financial statements in accordance with accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”). However, this Management’s Discussion and Analysis of Financial Condition and Results of Operations also contains certain non-GAAP financial measures to assist readers in understanding our performance. Non-GAAP financial measures either exclude or include amounts that are not reflected in the most directly comparable measure calculated and presented in accordance with GAAP. Where non-GAAP financial measures are used, we have provided the most directly comparable measures calculated and presented in accordance with U.S. GAAP, a reconciliation to GAAP measures and a discussion of the reasons why management believes this information is useful to them and may be useful to investors. Results of Operations Statement of Operations Our statement of operations was composed of the following amounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2026 vs. 2025 ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ $ Change ​ ​ ​ % Change ​ Revenues ​ $ 41,482 ​ $ 37,164 ​ $ 4,318 ​ 12 % Costs and expenses: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cost of revenue ​ 14,788 ​ 13,193 ​ 1,595 12 % Amortization and depreciation ​ ​ 8,295 ​ ​ 7,314 ​ ​ 982 ​ 13 % Administration expenses ​ ​ 13,020 ​ ​ 11,211 ​ ​ 1,809 ​ 16 % Total costs and expenses ​ ​ 36,104 ​ ​ 31,718 ​ ​ 4,386 ​ 14 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating income ​ ​ 5,378 ​ ​ 5,447 ​ ​ (68) ​ (1) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest expense ​ ​ (6,905) ​ ​ (6,296) ​ ​ (609) ​ 10 % (Loss) gain on foreign exchange ​ ​ (44) ​ ​ 1,095 ​ ​ (1,139) ​ NM ​ Gain (loss) on fair value of swaps ​ ​ 926 ​ ​ (997) ​ ​ 1,923 ​ NM ​ Other (expense) income, net ​ ​ (103) ​ ​ (164) ​ ​ 61 ​ (37) % Loss before income taxes ​ (748) ​ (915) ​ 167 (18) % Income tax benefit ​ ​ (239) ​ ​ (271) ​ ​ 32 ​ (12) % Net loss ​ (508) ​ (644) ​ 135 (21) % Net loss attributable to noncontrolling interests ​ 415 ​ 88 ​ 327 NM ​ Net loss attributable to Reservoir Media, Inc. ​ $ (93) ​ $ (556) ​ $ 463 (83) % NM – Not meaningful 20 Table of Contents Revenues Our revenues were composed of the following amounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2026 vs. 2025 ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ $ Change ​ ​ ​ % Change ​ ​ ​ Revenue by Type ​ ​ ​ ​ ​ ​ ​ Digital ​ $ 15,355 ​ $ 14,310 ​ $ 1,045 7 % Performance ​ 5,621 ​ 4,785 ​ 836 17 % Synchronization ​ 4,021 ​ 4,153 ​ (132) (3) % Mechanical ​ 580 ​ 622 ​ (41) (7) % Other ​ 936 ​ 1,064 ​ (128) (12) % Total Music Publishing ​ 26,513 ​ 24,933 ​ 1,579 6 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Digital ​ 9,856 ​ 8,035 ​ 1,821 23 % Physical ​ 1,651 ​ 1,072 ​ 579 54 % Neighboring rights ​ 1,147 ​ 1,073 ​ 74 7 % Synchronization ​ 1,447 ​ 265 ​ 1,182 NM ​ Total Recorded Music ​ 14,100 ​ 10,444 ​ 3,656 35 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other revenue ​ 869 ​ 1,787 ​ (918) (51) % Total Revenue ​ $ 41,482 ​ $ 37,164 ​ $ 4,318 12 % NM – Not meaningful ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2026 vs. 2025 ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ $ Change ​ ​ ​ % Change ​ Revenue by Geographical Location ​ ​ ​ ​ ​ ​ ​ ​ U.S. Music Publishing ​ $ 15,036 ​ $ 14,120 ​ $ 916 6 % U.S. Recorded Music ​ 6,434 ​ 5,411 ​ 1,023 19 % U.S. Other Revenue ​ 869 ​ 1,787 ​ (918) (51) % Total U.S. ​ 22,339 ​ 21,318 ​ 1,021 5 % International Music Publishing ​ 11,477 ​ 10,814 ​ 663 6 % International Recorded Music ​ 7,666 ​ 5,033 ​ 2,633 52 % Total International ​ 19,143 ​ 15,847 ​ 3,297 21 % Total Revenue $ 41,482 ​ $ 37,164 ​ $ 4,318 12 % ​ Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025 Total revenues increased by $4,318 thousand, or 12%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven by a 35% increase in Recorded Music revenues and a 6% increase in Music Publishing revenues. Music Publishing revenues represented 64% and 67% of total revenues for the three months ended June 30, 2026 and the three months ended June 30, 2025, respectively. Recorded Music revenues represented 34% and 28% of total revenues for the three months ended June 30, 2026 and the three months ended June 30, 2025, respectively. U.S. and international revenues represented 54% and 46%, respectively, of total revenues for the three months ended June 30, 2026. U.S. and international revenues represented 57% and 43%, respectively, of total revenues for the three months ended June 30, 2025. The shift in geographic mix is primarily attributable to the acquisition of ViralWave Content Consultancy DWC-LLC (“Viral Wave”) (the “Viral Wave Acquisition”). Total digital revenues increased by $2,866 thousand, or 13%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services. Total digital revenues represented 61% and 60% of total revenues for the three months ended June 30, 2026 and the three months ended June 30, 2025, respectively. 21 Table of Contents Music Publishing revenues increased by $1,579 thousand, or 6%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase in Music Publishing revenues was due to a $1,045 thousand increase in digital revenue, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services and an $836 thousand increase in performance revenue driven by the performance of hit songs. These increases were partially offset by a $132 thousand decrease in synchronization revenue driven by the timing of licenses and a $128 thousand decrease in other revenue. On a geographic basis, U.S. Music Publishing revenues represented 57% of total Music Publishing revenues for the three months ended June 30, 2026 and the three months ended June 30, 2025. International Music Publishing revenues represented 43% of total Music Publishing revenues for the three months ended June 30, 2026 and the three months ended June 30, 2025. Recorded Music revenues increased by $3,656 thousand, or 35%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. This increase in Recorded Music revenues was mainly due to a $1,821 thousand increase in digital revenue, primarily due to the acquisition of additional music catalogs and continued growth at music streaming services, a $1,182 thousand increase in synchronization revenue driven by the timing of licenses, and a $579 thousand increase in physical due to timing of release schedules. On a geographic basis, U.S. Recorded Music revenues represented 46% of total Recorded Music revenues for the three months ended June 30, 2026 compared to 52% for the three months ended June 30, 2025. International Recorded Music revenues represented 54% of total Recorded Music revenues for the three months ended June 30, 2026 compared to 48% for the three months ended June 30, 2025. The shift in geographic mix is primarily attributable to the Viral Wave Acquisition. Cost of Revenue Our cost of revenue was composed of the following amounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2026 vs. 2025 ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ $ Change ​ ​ ​ % Change ​ Writer royalties and other publishing costs ​ $ 10,475 ​ $ 10,437 ​ $ 38 — % Artist royalties and other recorded music costs ​ 4,313 ​ ​ 2,756 ​ 1,557 56 % Total cost of revenue ​ $ 14,788 ​ $ 13,193 ​ $ 1,595 ​ 12 % ​ Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025 Cost of revenue increased by $1,595 thousand, or 12%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily as a result of an increase in revenues. Cost of revenue as a percentage of revenues increased to 36% for the three months ended June 30, 2026 from 35% for the three months ended June 30, 2025, reflecting an increase in cost of revenue as a percentage of revenue in the Recorded Music segment. Writer royalties and other publishing costs for the Music Publishing segment increased by $38 thousand during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Writer royalties and other publishing costs as a percentage of Music Publishing revenues decreased to 40% for the three months ended June 30, 2026 from 42% for the three months ended June 30, 2025, driven primarily by the change in the mix of revenue by type and songwriting clients with their specific contractual royalty rates being applied to the revenues. Artist royalties and other recorded music costs for the Recorded Music segment increased by $1,557 thousand, or 56%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Artist royalties and other recorded music costs as a percentage of Recorded Music revenues increased to 31% for the three months ended June 30, 2026 from 26% for the three months ended June 30, 2025, driven primarily by the change in the mix of revenue by type to a higher percentage of physical sales, as well as the addition of revenues from Viral Wave, both of which carry higher costs. 22 Table of Contents Amortization and Depreciation Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025 Amortization and depreciation expense increased by $982 thousand, or 13%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to the acquisition of additional music catalogs. Administration Expenses Our administration expenses are composed of the following amounts (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2026 vs. 2025 ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ $ Change ​ ​ ​ % Change ​ Music Publishing administration expenses ​ $ 8,267 ​ $ 6,933 ​ $ 1,334 ​ 19 % Recorded Music administration expenses ​ ​ 3,678 ​ ​ 2,834 ​ ​ 843 ​ 30 % Other administration expenses ​ 1,075 ​ 1,444 ​ (369) ​ (26) % Total administration expenses ​ $ 13,020 ​ $ 11,211 ​ $ 1,809 ​ 16 % ​ Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025 Total administration expenses increased by $1,809 thousand, or 16%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven primarily by increases in administration expenses in the Music Publishing and Recorded Music segments, partially offset by a decrease in other administration expenses. The increase also reflects $201 thousand of professional fees incurred in connection with structuring associated with certain strategic growth initiatives, the Viral Wave Acquisition and by the Special Committee (the “Transaction costs”). Expressed as a percentage of revenues, administration expenses increased to 31% for the three months ended June 30, 2026 from 30% for the three months ended June 30, 2025. Music Publishing administration expenses increased by $1,334 thousand, or 19%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Expressed as a percentage of revenues, Music Publishing administration expenses increased to 31% for the three months ended June 30, 2026 from 28% for the three months ended June 30, 2025, primarily as a result of an increase in share-based compensation and professional fees incurred in connection with structuring associated with certain strategic growth initiatives. Recorded Music administration expenses increased by $843 thousand, or 30%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Expressed as a percentage of revenue, Recorded Music administration expenses decreased to 26% for the three months ended June 30, 2026 from 27% for the three months ended June 30, 2025, primarily due to taking advantage of operating leverage on the Recorded Music platform. Other administration expenses decreased by $369 thousand, or 26%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily due to selling expenses associated with our artist management business, consisting mostly of manager compensation. Operating Income Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025 Operating income decreased by $68 thousand, or 1%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily driven by an increase in administration expenses and amortization and depreciation, partially offset by an increase in revenues. Operating income margin (operating income expressed as a percentage of revenues) decreased to 13% during the three months ended June 30, 2026 from 15% during the three months ended June 30, 2025 primarily due to an increase in administration expenses as a percentage of revenue. 23 Table of Contents Interest Expense Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025 Interest expense increased by $609 thousand, or 10%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven primarily by increased debt balances due to use of funds in acquisitions of music catalogs and writer signings. (Loss) Gain on Foreign Exchange Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025 (Loss) gain on foreign exchange was $(44) thousand during the three months ended June 30, 2026 compared to $1,095 thousand during the three months ended June 30, 2025. This change was due to fluctuations in the two foreign currencies we are directly exposed to, namely British pound sterling and euro. Gain (Loss) on Fair Value of Swaps Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025 Gain (loss) on fair value of swaps was $926 thousand for the three months ended June 30, 2026 compared to $(997) thousand for the three months ended June 30, 2025. This change was due to marking to market our interest rate swap hedges. Other (Expense) Income, Net Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025 Other (expense) income, net during the three months ended June 30, 2026 and the three months ended June 30, 2025 was comprised primarily of the Company’s recognition of its share of losses incurred by equity method investments. Income Tax Benefit Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025 Income tax benefit was $239 thousand during the three months ended June 30, 2026 compared to $271 thousand during the three months ended June 30, 2025. The effective income tax rate during the three months ended June 30, 2026 was 32.0% compared to 29.6% during the three months ended June 30, 2025. Income tax benefit during the three months ended June 30, 2026 reflects excess tax benefits related to share-based compensation. The change in effective income tax rate during these periods also reflects the amount and mix of income (loss) from multiple tax jurisdictions. Net Loss Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025 Net loss was $508 thousand during the three months ended June 30, 2026 compared to $644 thousand during the three months ended June 30, 2025. This change was driven primarily by the change in gain (loss) on fair value of swaps, partially offset by the change in (loss) gain on foreign exchange and an increase in interest expense. 24 Table of Contents Non-GAAP Reconciliations We use certain financial information, such as OIBDA, OIBDA Margin, EBITDA and Adjusted EBITDA, which are non-GAAP financial measures, which means they have not been prepared in accordance with U.S. GAAP. Reservoir’s management uses these non-GAAP financial measures to evaluate our operations, measure the Company’s performance and make strategic decisions. We believe that the use of these non-GAAP financial measures provides useful information to investors and others in understanding our results of operations and trends in the same manner as our management and in evaluating our 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 our 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 our business would have material limitations because the calculations are based on the subjective determination of our management regarding the nature and classification of events and circumstances. In addition, although other companies in our industry may report measures titled OIBDA, OIBDA margin and Adjusted EBITDA, or similar measures, such non-GAAP financial measures may be calculated differently from how we calculate 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. Reconciliations of OIBDA to operating income and EBITDA and Adjusted EBITDA to net income are provided below. We consider operating income before non-cash depreciation of tangible assets and non-cash amortization of intangible assets (“OIBDA”) to be an important indicator of the operational strengths and performance of our businesses and believe this non-GAAP financial measure provides useful information to investors because it removes the significant impact of amortization from our results of operations and represents our measure of segment income. 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 our businesses and other non-operating income. 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 is defined as earnings (net income or loss) before net interest expense, income tax expense (benefit), 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 is defined as EBITDA further adjusted to exclude items or expenses such as, among others, (1) any non-cash charges (including any impairment charges, loss on early extinguishment of debt and to write-down an equity investment to its 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 our management to understand and evaluate operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. However, certain limitations in 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 our business, (2) it does not reflect the significant interest expense or cash requirements necessary to service interest or principal payments on our 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. 25 Table of Contents Reconciliation of Operating Income to OIBDA We use OIBDA as our primary measure of financial performance. The following tables reconcile consolidated operating income to OIBDA and present OIBDA for our reportable segments (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Consolidated ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2026 vs. 2025 ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ $ Change ​ ​ ​ % Change ​ Revenues ​ $ 41,482 ​ $ 37,164 ​ $ 4,318 ​ 12 % Cost of revenue ​ ​ 14,788 ​ ​ 13,193 ​ ​ 1,595 ​ 12 % Administration expenses ​ ​ 13,020 ​ ​ 11,211 ​ ​ 1,809 ​ 16 % OIBDA ​ 13,674 ​ 12,760 ​ 913 7 % Amortization and depreciation ​ ​ 8,295 ​ ​ 7,314 ​ ​ 982 13 % Operating income ​ $ 5,378 ​ $ 5,447 ​ $ (68) ​ (1) % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OIBDA Margin ​ ​ 33 % ​ 34 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Music Publishing ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2026 vs. 2025 ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ $ Change ​ ​ ​ % Change ​ Revenues ​ $ 26,513 ​ $ 24,933 ​ $ 1,579 ​ 6 % Cost of revenue ​ ​ 10,475 ​ ​ 10,437 ​ ​ 38 ​ — % Administration expenses ​ 8,267 ​ 6,933 ​ 1,334 ​ 19 % OIBDA ​ $ 7,771 ​ $ 7,564 ​ $ 207 ​ 3 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OIBDA Margin ​ ​ 29 % ​ 30 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Recorded Music ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2026 vs. 2025 ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ $ Change ​ ​ ​ % Change ​ Revenues ​ $ 14,100 ​ $ 10,444 ​ $ 3,656 35 % Cost of revenue ​ ​ 4,313 ​ ​ 2,756 ​ ​ 1,557 ​ 56 % Administration expenses ​ ​ 3,678 ​ ​ 2,834 ​ ​ 843 ​ 30 % OIBDA ​ $ 6,110 ​ $ 4,854 ​ $ 1,256 26 % ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OIBDA Margin ​ ​ 43 % ​ 46 % ​ ​ ​ ​ ​ ​ OIBDA Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025 OIBDA increased by $913 thousand, or 7%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, driven by increases in Music Publishing OIBDA and Recorded Music OIBDA, partially offset by a $549 thousand decrease in Other OIBDA associated with our artist management business. Expressed as a percentage of revenue, OIBDA Margin decreased to 33% for the three months ended June 30, 2026 from 34% for the three months ended June 30, 2025. Music Publishing OIBDA increased by $207 thousand, or 3%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Expressed as a percentage of revenue, Music Publishing OIBDA Margin decreased to 29% for the three months ended June 30, 2026 from 30% for the three months ended June 30, 2025. The increase in Music Publishing OIBDA primarily reflects an increase in revenues, partially offset by an increase in administration expenses. The decrease in OIBDA Margin primarily reflects an increase in administration expenses as a percentage of revenues, partially offset by a decrease in cost of revenue as a percentage of revenue. 26 Table of Contents Recorded Music OIBDA increased by $1,256 thousand, or 26% during the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Expressed as a percentage of revenue, Recorded Music OIBDA Margin decreased to 43% for the three months ended June 30, 2026 from 46% for the three months ended June 30, 2025. The increase in Recorded Music OIBDA primarily reflects an increase in revenues. The decrease in OIBDA Margin primarily reflects an increase in cost of revenue as a percentage of revenues, partially offset by a decrease in administration expenses as a percentage of revenues. Reconciliation of Net Loss to EBITDA and Adjusted EBITDA The following table reconciles net loss to Adjusted EBITDA (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2026 vs. 2025 ​ ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ $ Change ​ ​ ​ % Change ​ Net loss $ (508) $ (644) $ 136 (21) % Income tax benefit ​ ​ (239) ​ ​ (271) ​ ​ 32 (12) % Interest expense ​ 6,905 ​ 6,296 ​ 609 ​ 10 % Amortization and depreciation ​ 8,295 ​ 7,314 ​ 981 ​ 13 % EBITDA ​ 14,453 ​ 12,695 ​ 1,758 14 % Loss (gain) on foreign exchange(a) ​ ​ 44 ​ ​ (1,095) ​ ​ 1,139 NM ​ (Gain) loss on fair value of swaps(b) ​ (926) ​ 997 ​ (1,923) ​ NM ​ Non-cash share-based compensation(c) ​ ​ 1,820 ​ ​ 1,134 ​ ​ 686 ​ 60 % Transaction costs(d) ​ ​ 201 ​ ​ — ​ ​ 201 ​ NM ​ Other expense (income), net(e) ​ ​ 103 ​ ​ 164 ​ ​ (61) ​ (37) % Adjusted EBITDA ​ $ 15,695 ​ $ 13,895 ​ $ 1,800 13 % NM – Not meaningful ​ (a) Reflects the loss or (gain) on foreign exchange fluctuations. (b) Reflects the non-cash loss or (gain) on the mark-to-market of interest rate swaps. (c) Reflects non-cash share-based compensation expense related to the Reservoir Media, Inc. 2021 Omnibus Incentive Plan. (d) Reflects transaction costs, consisting primarily of professional fees, incurred in connection with structuring associated with certain strategic growth initiatives, the Viral Wave Acquisition and by the Special Committee. (e) Reflects the Company’s share of losses recorded by equity method investments. Three Months Ended June 30, 2026 vs. Three Months Ended June 30, 2025 Adjusted EBITDA increased by $1,800 thousand, or 13%, during the three months ended June 30, 2026 compared to the three months ended June 30, 2025, primarily as a result of an increase in revenues, partially offset by an increase in administration expenses. Liquidity and Capital Resources Capital Resources As of June 30, 2026, we had $462,152 thousand of debt (net of $2,677 thousand of deferred financing costs) and $13,660 thousand of cash and cash equivalents. 27 Table of Contents Cash Flows The following table summarizes our historical cash flows (in thousands). ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Three Months Ended ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2026 vs.2025 ​ ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ $ Change ​ ​ ​ % Change ​ Cash (used for) provided by: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating activities ​ $ (1,407) ​ $ 6,014 ​ $ (7,421) NM ​ Investing activities ​ $ (19,788) ​ $ (9,659) ​ $ (10,129) 105 % Financing activities ​ $ 3,945 ​ $ (2,509) ​ $ 6,454 NM ​ NM – Not meaningful Operating Activities Cash (used for) provided by operating activities was $(1,407) thousand for the three months ended June 30, 2026 compared to $6,014 thousand for the three months ended June 30, 2025. The primary driver of the $7,421 thousand change in cash (used for) provided by operating activities during the three months ended June 30, 2026 compared to the three months ended June 30, 2025 was an increase in cash used for working capital. The increase in cash used for working capital was due primarily to the timing of collections of accounts receivable and royalty payments to artists, as well as the timing of royalty advance recoupments, partially offset by the timing of payments of accounts payable. Investing Activities Cash used for investing activities was $19,788 thousand for the three months ended June 30, 2026 compared to $9,659 thousand for the three months ended June 30, 2025. The increase in cash used in investing activities was primarily due to an increase in acquisitions of music catalogs and the Viral Wave Acquisition, partially offset by a decrease in investments in equity affiliates. Financing Activities Cash provided by (used for) financing activities was $3,945 thousand for the three months ended June 30, 2026 compared to $(2,509) thousand for the three months ended June 30, 2025. The change in cash provided by (used for) financing activities primarily reflects an increase in borrowings from the secured line of credit and the nonrecurrence of the payment of deferred financing costs. These factors were partially offset by an increase in taxes paid related to the net share settlement of restricted stock units. Liquidity Our primary sources of liquidity are the cash flows generated from our subsidiaries’ operations, available cash and cash equivalents and funds available for drawing under our senior secured revolving credit facility (the “Senior Credit Facility”) (as described below). These sources of liquidity are needed to fund our debt service requirements, working capital requirements, strategic acquisitions and investments, capital expenditures and other investing and financing activities we may elect to make in the future. We believe that our primary sources of liquidity will be sufficient to support our existing operations over the next twelve months. Existing Debt as of June 30, 2026 As of June 30, 2026, our outstanding debt consisted of $464,828 thousand borrowed under the Senior Credit Facility. As of June 30, 2026, remaining borrowing availability under the Senior Credit Facility was $85,172 thousand. We use cash generated from operations to service outstanding debt, consisting primarily of interest payments through maturity, and we expect to continue to refinance and extend maturity on the Senior Credit Facility for the foreseeable future. 28 Table of Contents Debt Capital Structure RMM is a borrower under a revolving credit agreement (as amended or supplemented from time to time, the “RMM Credit Agreement”) governing RMM’s Senior Credit Facility. On June 3, 2025, RMM entered into an amendment (the “Third Amendment”) to the RMM Credit Agreement, which amended the Senior Credit Facility to (i) increase the revolving credit commitment from $450,000 thousand to $550,000 thousand, (ii) adjust the consolidated net senior debt to the value of the music library ratio for the 0.25% increase in the pricing grid from 30.0% to 37.5%, (iii) reset the incremental borrowing capacity under the facility’s accordion feature to $150,000 thousand after the effectiveness of the Third Amendment, (iv) exclude non wholly-owned foreign subsidiaries from the requirement to guarantee obligations under the RMM Credit Agreement and (v) modify certain negative covenants under the RMM Credit Agreement as further set forth in the Third Amendment. The maturity date of the loans advanced under the Senior Credit Facility is December 16, 2027. The interest rate on borrowings under the Senior Credit Facility is equal to, at our option, either (i) the sum of a base rate plus a margin of 1.00% or (ii) the sum of a Secured Overnight Financing Rate (“SOFR”) rate plus a margin of 2.00%, in each case subject to a 0.25% increase based on a consolidated net senior debt to library value ratio. RMM is also required to pay an unused fee in respect of unused commitments under the Senior Credit Facility, if any, at a rate of 0.25% per annum. The Senior Credit Facility also includes an “accordion feature” that permits RMM to seek additional commitments in an amount not to exceed $150,000 thousand. Subject to market conditions, we expect to continue to take opportunistic steps to extend our maturity dates and reduce related interest expense. From time to time, we may incur additional indebtedness for, among other things, working capital, repurchasing, redeeming or tendering for existing indebtedness and acquisitions or other strategic transactions. Certain terms of the Senior Credit Facility are described below. Guarantees and Security The obligations under the Senior Credit Facility are guaranteed by us, RHI and certain subsidiaries of RMM. Substantially all of our, RHI’s, RMM’s and other subsidiaries’ tangible and intangible assets are pledged as collateral to secure the obligations of RMM under the Senior Credit Facility, including accounts receivable, cash and cash equivalents, deposit accounts, securities accounts, commodities accounts, inventory and certain intercompany debt owing to us or our subsidiaries. Covenants, Representations and Warranties The Senior Credit Facility contains customary representations and warranties and customary affirmative and negative covenants. The negative covenants contained in the Senior Credit Facility limit the ability our, RHI’s, RMM’s and certain of its subsidiaries ability to, among other things, incur debt or liens, merge or consolidate with others, make investments, make cash dividends, redeem or repurchase capital stock, dispose of assets, enter into transactions with affiliates or enter into certain restrictive agreements. Events of Default The Senior Credit Facility includes customary events of default, including nonpayment of principal when due, nonpayment of interest or other amounts, inaccuracy of representations or warranties in any material respect, violation of covenants, certain bankruptcy or insolvency events, certain Employee Retirement Income Security Act (“ERISA”) events and certain material judgments, in each case, subject to customary thresholds, notice and grace period provisions. Covenant Compliance The Senior Credit Facility contains financial covenants that require us, on a consolidated basis with our subsidiaries, to maintain, (i) a fixed charge coverage ratio of not less than 1.10:1.00 for each four fiscal quarter period, and (ii) a consolidated senior debt to library value ratio of no greater than 0.45:1.00, subject to certain adjustments. Non-compliance with the fixed charge coverage ratio and consolidated senior debt to library value ratio could result in the lenders, subject to customary cure rights, requiring the immediate payment of all amounts outstanding under the Senior Credit Facility, which could have a material adverse effect on our business, cash flows, financial condition and results of operations. As of June 30, 2026, we were in compliance with both of the financial covenants and all non-financial covenants under the Senior Credit Facility. 29 Table of Contents Interest Rate Swaps At June 30, 2026, RMM had the following interest rate swaps outstanding, under which it pays a fixed rate and receives a floating interest payment from the counterparty based on SOFR (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Notional ​ ​ ​ ​ ​ ​ Amount at ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ ​ Pay Fixed ​ ​ ​ ​ Effective Date ​ 2026 ​ Rate ​ Maturity September 30, 2024 ​ $ 100,000 ​ 2.946 % December 2027 September 30, 2024 ​ $ 50,000 ​ 3.961 % December 2027 August 29, 2025 ​ $ 65,000 ​ 3.405 % December 2027 ​ Dividends Our ability to pay dividends to Reservoir Media, Inc.’s shareholders is restricted by covenants in the Senior Credit Facility. We did not pay any dividends to Reservoir Media, Inc.’s shareholders during the three months ended June 30, 2026. Summary Management believes that funds generated from our operations, borrowings under the Senior Credit Facility and available cash and equivalents will be sufficient to fund our debt service requirements, working capital requirements and capital expenditure requirements for the foreseeable future. However, our ability to continue to fund these items and to reduce debt may be affected by general economic, financial, competitive, legislative and regulatory factors, as well as other industry-specific factors such as the ability to control music piracy and the continued transition from physical to digital formats in the recorded music and music publishing industries. It could also be affected by the severity and duration of natural or human-made disasters, including pandemics. We and our affiliates continue to evaluate opportunities to, from time to time, depending on market conditions and prices, contractual restrictions, our financial liquidity and other factors, seek to pay dividends or prepay outstanding debt or repurchase or retire our outstanding debt. The amounts involved in any such transactions, individually or in the aggregate, may be material and may be funded from available cash or from additional borrowings or equity raises. In addition, from time to time, depending on market conditions and prices, contractual restrictions, our financial liquidity, and other factors, we may seek to refinance the Senior Credit Facility with existing cash and/or with funds provided from additional borrowings. Contractual and Other Obligations As of June 30, 2026, there have been no material changes, outside the ordinary course of business, in our contractual obligations since March 31, 2026. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Contractual and Other Obligations” in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on May 28, 2026 for information regarding our contractual obligations. Critical Accounting Policies As of June 30, 2026, there have been no material changes to our critical accounting policies since March 31, 2026. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission on May 28, 2026 for information regarding our critical accounting policies. We believe that our accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations. The preparation of our condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and judgments that affect the amounts reported in those condensed consolidated financial statements and the accompanying notes thereto. We believe we have used reasonable estimates and assumptions in preparing the condensed consolidated financial statements. Although we believe that the estimates we use are reasonable, due to the inherent uncertainty involved in making those estimates, actual results reported in future periods could differ from those estimates. Off-Balance Sheet Arrangements As of June 30, 2026, we had no off-balance sheet arrangements. 30 Table of Contents New Accounting Pronouncements See Note 3, “Recent Accounting Pronouncements” to the accompanying unaudited condensed consolidated financial statements. ​