Versant Media Group, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Versant Media Group, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Notice of 2026 Annual

Meeting of Shareholders

and Proxy Statement

Message from Our CEO and Our Independent Chairman

DEAR FELLOW SHAREHOLDERS,

2025 was a defining year for Versant. We completed the work to establish ourselves as a standalone public company and advanced our focused strategy: invest in premium content, extend the reach of our iconic brands, and accelerate growth of digital platforms. Today, Versant is an independent media and entertainment company built for long-term growth and value creation.

Our portfolio enjoys leadership positions in four large and growing markets: business news and personal finance; political news and opinion; golf and athletics participation; and sports and genre entertainment. Versant’s brands reach approximately 100 million people each month, with about 60% of our audience from live news and sports—categories especially valued by audiences, distributors and advertisers.

In 2025, we strengthened our competitive position. We secured long-term sports rights with the WNBA, League One Volleyball, the USGA, and the PGA. We expanded key partnerships, announced new direct-to-consumer offerings for MS NOW, CNBC and Fandango, and increased digital engagement across platforms. We also completed the acquisitions of INDY Cinema Group and, in early 2026, Free TV Networks, building our presence in film theatrical distribution and over-the-air television.

Transitioning our business model remains central to our strategy. Non-Pay TV platforms represented 17% of revenue in 2024 and 19% in 2025. Over the next three to five years, with the launch of several new digital initiatives, we are targeting approximately 33% of revenue from Non-Pay TV sources and, over time, closer to 50%. This evolution will make our business even more durable and position us for sustained growth.

Our financial performance and disciplined capital allocation support our strategy. In 2025, Versant generated approximately $6.7 billion in revenue, $930 million in net income attributable to Versant, $2.2 billion in Standalone Adjusted EBITDA with Standalone Adjusted EBITDA margins above 30%. Our Board declared the Company’s first quarterly dividend of $0.375 per share and approved a $1 billion share repurchase authorization—underscoring our commitment to balanced capital allocation, continued investment in growth, and meaningful returns to shareholders.

Strong governance and accountability are fundamental to our business. We assembled an experienced Board and built a leadership framework and culture grounded in trust, transparency and teamwork. These principles define our culture and guide how we make decisions, collaborate and enable our people to perform at their best to deliver sustainable long-term value.

During 2025, the Versant organization executed a complex separation while continuing to deliver for audiences, partners, and shareholders. Our team’s work established the foundation for Versant’s next chapter.

We begin our first year as an independent company with a clear strategy, flexibility to invest prudently, and a strong operational focus on execution. Our foremost priority is to create long-term shareholder value.

On behalf of the Board and our leadership team, thank you for your continued support and confidence in Versant.

Sincerely,

NOTE ABOUT FORWARD-LOOKING STATEMENTS

This proxy statement includes statements that may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “would,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “opportunity,” “strategy,” “future,” “goal,” “commit,” or “continue,” the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include projections, forecasts or assumptions of our future financial performance, our anticipated growth strategies and anticipated trends in our business. These statements are only predictions based on our current expectations and projections about future events and reflect our beliefs regarding such future events and do not represent historical facts or statements of current condition. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including the competitive environment; consumer behavior; programming distribution agreements; the advertising market; our brands and reputation; consumer acceptance of our content; growth of our digital platforms; use and protection of our intellectual property; cyber attacks or incidents, information or security breaches or technology disruptions; weak economic conditions; labor disputes; laws and regulations; network rebrands; adverse decisions in litigation or governmental investigations; investments and acquisitions; our separation from Comcast Corporation; obligations associated with being a public company; our indebtedness; and the other risks and uncertainties discussed in our Annual Report on Form 10-K under the caption entitled “Risk Factors” and in other reports we file with the U.S. Securities and Exchange Commission (the “SEC”).

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as required by law, we undertake no obligation to update or revise publicly any of these forward-looking statements after the date of this proxy statement to conform our prior statements to actual results, revised expectations or otherwise.

Website references throughout this document are inactive textual references and provided for convenience only, and the content on the referenced websites is not incorporated herein by reference and does not constitute a part of this proxy statement.

Notice of 2026 Annual Meeting

of Shareholders

VOTING ITEMS

The full text of these proposals is set forth in the accompanying proxy statement. Only shareholders of record on April 14, 2026 may vote and participate during the meeting. If the meeting is adjourned because a quorum is not present, then shareholders who attend the reconvened meeting will constitute a quorum for the purpose of acting upon the matters presented at that meeting pursuant to the rules described in “Information about Stock Ownership - Outstanding Shares and Voting Rights” in the attached proxy statement.

We recommend that you review further information on the process regarding, and deadlines applicable to, voting and attending the 2026 annual meeting of shareholders (the “Annual Meeting”) under “Other Information.” The Notice of Internet Availability of Proxy Materials is being mailed, and the attached proxy statement is being made available, to our shareholders beginning on April 23, 2026.

Your vote is important. Please vote your shares promptly. To vote your shares, you can: