Versant Media Group, Inc.

Previous wording

The following discussion of our financial condition and results of operations should be read in conjunction with our interim condensed consolidated and combined financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. For more information about our company’s operations, see “Item 1. Business” in our Annual Report on Form 10-K. The following discussion and analysis includes forward-looking statements. These forward-looking statements are based on our current expectations and are subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed in our Annual Report on Form 10-K, as well as those discussed below and elsewhere in this report, particularly in “Special Note Regarding Forward Looking Statements” and “Item 1A. Risk Factors.”

Current wording

The following discussion of our financial condition and results of operations should be read in conjunction with our interim condensed consolidated and combined financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. For more information about our company’s operations, see “Part I, Item 1. Business” in our Annual Report on Form 10-K for the year ended December 31, 2025. The following discussion and analysis includes forward-looking statements. These forward-looking statements are based on our current expectations and are subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, as well as those discussed below and elsewhere in this report, particularly in “Special Note Regarding Forward Looking Statements” and “Part II, Item 1A. Risk Factors.”

Previous wording

•Adjusted EBITDA of $624 million and $685 million for the three months ended June 30, 2026 and 2025, respectively and $1,328 million and $1,442 million for the six months ended June 30, 2026 and 2025, respectively. Adjusted EBITDA is a financial measure not defined by GAAP. See “Non-GAAP Financial Measures” below for additional information, including our definition and use of Adjusted EBITDA and for a reconciliation from net income attributable to Versant to Adjusted EBITDA.

Current wording

•Adjusted EBITDA of $353 million and $445 million for the three months ended September 30, 2026 and 2025, respectively, and $1,681 million and $1,888 million for the nine months ended September 30, 2026 and 2025, respectively. Adjusted EBITDA is a financial measure not defined by GAAP. See “Non-GAAP Financial Measures” below for additional information, including our definition and use of Adjusted EBITDA and for a reconciliation from net income attributable to Versant to Adjusted EBITDA.

Previous wording

•Cash flows from operations of $967 million and $1,113 million for the six months ended June 30, 2026 and 2025, respectively.

Current wording

•Cash flows from operations of $1,313 million and $1,546 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

On August 3, 2026, we acquired Full Swing, a leading sports technology company with patented hardware and integrated software used by consumers, competitive athletes, coaches, and commercial venues, for approximately $530 million in cash, subject to customary purchase price adjustments.

Current wording

On August 3, 2026, we acquired Full Swing, a leading sports technology company with patented hardware and integrated software used by consumers, competitive athletes, coaches, and commercial venues, for approximately $536 million in cash, subject to customary purchase price adjustments. Total revenue from Full Swing for the three and nine months ended September 30, 2026 was $24 million.

Previous wording

During the second quarter of 2026, we completed the sale of our SportsEngine business, resulting in decreases in revenue and operating expenses for periods following the sale. Total revenue generated from SportsEngine was $13 million and $30 million, respectively, for the three months ended June 30, 2026 and 2025, and $48 million and $65 million, respectively, for the six months ended June 30, 2026 and 2025.

Current wording

During the second quarter of 2026, we completed the sale of our SportsEngine business, resulting in decreases in revenue and operating expenses for periods following the sale. Total revenue generated from SportsEngine through the end of the second quarter of 2026 was $48 million. Total revenue from SportsEngine for the three and nine months ended September 30, 2025 was $36 million and $102 million, respectively.

Previous wording

Linear distribution revenue decreased for the three and six months ended June 30, 2026 as compared to the corresponding prior year periods, primarily due to continued declines in subscribers, which were partially offset by contractual rate increases.

Current wording

Linear distribution revenue decreased for the three and nine months ended September 30, 2026 as compared to the corresponding prior year periods, primarily due to continued declines in subscribers, which were partially offset by contractual rate increases.

Previous wording

Advertising revenue decreased for the three and six months ended June 30, 2026 as compared to the corresponding prior year periods, as decreases at our networks were partially offset by incremental revenue from a new acquisition. These results reflect improvements in recent trends including favorable ratings at our networks.

Current wording

Advertising revenue decreased for the three and nine months ended September 30, 2026 as compared to the corresponding prior year periods, as decreases at our networks, including the impact of the Ryder Cup in the prior year, were partially offset by incremental revenue from a recent acquisition. These results reflect improvements in recent trends including favorable ratings at our networks.

Previous wording

Platforms revenue increased for the three and six months ended June 30, 2026 as compared to the corresponding prior year periods, primarily due to increases at Fandango and GolfNow. The increased revenue at Fandango primarily related to movie ticket purchases through our platform, which reflect underlying box office performance, and video-on-demand transactions, as well as incremental revenue from our new cinema operating platform. The revenue growth at GolfNow was primarily due to higher transactional volumes related to services provided to golf courses, including tee time reservations and on-site payment facilitation services. These increases in revenue were partially offset by the impact of our divestiture of SportsEngine during the second quarter of 2026. Platforms revenue related to SportsEngine totaled $12 million and $29 million for the three months ended June 30, 2026 and 2025, respectively, and $46 million and $62 million for the six months ended June 30, 2026 and 2025, respectively.

Current wording

Platforms revenue increased for the three and nine months ended September 30, 2026 as compared to the corresponding prior year periods, primarily due to increased revenue at Fandango, as well as $23 million of revenue related to Full Swing, which was acquired in August 2026. The increased revenue at Fandango primarily related to movie ticket purchases through our platform, which reflect underlying box office performance, as well as incremental revenue from our new cinema operating platform. The platforms revenue increase for the nine months ended September 30, 2026 was also attributable to GolfNow, reflecting higher transactional volumes related to services provided to golf courses, including tee time reservations and on-site payment facilitation services.

Previous wording

Content licensing and other revenue was constant for the three months ended June 30, 2026 and increased for the six months ended June 30, 2026 as compared to the corresponding prior year period, primarily due to the impact of a large licensing agreement recognized during the first quarter of 2026.

Current wording

Content licensing and other revenue decreased for the three months ended September 30, 2026 and increased for the nine months ended September 30, 2026, as compared to the corresponding prior year periods, reflecting the timing of content licensing agreements. The year-to-date period includes the impact of a large licensing agreement recognized during the first quarter of 2026.

Previous wording

Programming and production costs decreased for the three and six months ended June 30, 2026, as compared to the corresponding prior year periods, primarily due to allocated costs from Comcast in the prior year period, which were higher than our actual costs incurred following the Separation, as well as reductions in costs for licensed and owned entertainment programming. These declines were partially offset by increased costs related to new sports rights agreements. In addition, the decrease in costs for the six months ended June 30, 2026 was offset in part by costs related to a large content licensing agreement recognized during the first quarter of 2026.

Current wording

Programming and production costs decreased for the three and nine months ended September 30, 2026, as compared to the corresponding prior year periods, primarily due to allocated costs from Comcast in the prior year period, which were higher than our actual costs incurred following the Separation, as well as reductions in costs for licensed and owned entertainment programming. These declines were partially offset by increased costs related to new sports rights agreements. In addition, the decrease in costs for the nine months ended September 30, 2026 was offset in part by costs related to a large content licensing agreement recognized during the first quarter of 2026.

Previous wording

Other costs of revenue increased for the three and six months ended June 30, 2026, as compared to the corresponding prior year periods, primarily due to higher transactional volumes related to our digital platforms, partially offset by decreased costs as a result of our divestiture of SportsEngine during the second quarter of 2026.

Current wording

Other costs of revenue increased for the three and nine months ended September 30, 2026, as compared to the corresponding prior year periods, primarily due to higher transactional volumes related to our digital platforms and costs related to Full Swing, partially offset by decreased costs as a result of our divestiture of SportsEngine during the second quarter of 2026.

Previous wording

Selling, general and administrative expense increased for the three and six months ended June 30, 2026, as compared to the corresponding prior year periods, primarily driven by incremental costs related to operating as an independent public company with standalone corporate administrative, facilities and support functions following the Separation, as well as costs associated with our commercial agreements with NBCUniversal following the Separation, which primarily relate to the sale of advertising. These increases were partially offset by transaction and transaction-related costs of $32 million and $44 million, respectively, recorded during the three and six months ended June 30, 2025 in connection with the Separation, as well as decreased costs as a result of our divestiture of SportsEngine during the second quarter of 2026.

Current wording

Selling, general and administrative expense decreased for the three months ended September 30, 2026 and increased for the nine months ended September 30, 2026, as compared to the corresponding prior year periods. The decrease in the third quarter of 2026 was primarily driven by transaction and transaction-related expenses of $27 million recorded during the three months ended September 30, 2025 and the impact of the SportsEngine divestiture in the second quarter of 2026. These decreases were partially offset by incremental costs of operating as an independent public company, costs associated with our commercial agreements with NBCUniversal following the Separation primarily related to the sale of advertising, and incremental costs from newly acquired businesses. Costs of operating as an independent public company include standalone corporate administrative, facilities and support functions following the Separation.

Previous wording

Depreciation and amortization expense increased for the three and six months ended June 30, 2026 as compared to the corresponding prior year period, primarily due to the incremental depreciation expense on facilities and related assets, which were transferred to Versant in connection with the Separation and the impact of new acquisitions, as well as the pre-tax losses of $20 million and $39 million, respectively, recognized in connection with the divestiture of SportsEngine. These increases were partially offset by amortization expense in the prior year periods related to certain intangible assets that did not transfer to Versant following the Separation.

Current wording

Depreciation and amortization expense decreased for the three months ended September 30, 2026 and increased for the nine months ended September 30, 2026, as compared to the corresponding prior year periods. The decrease for the three months ended September 30, 2026 is primarily due to lower amortization expense related to the acceleration of amortization on the MSNBC tradename due to the rebranding of the network in the prior year and certain intangible assets that did not transfer to Versant following the Separation, partially offset by depreciation on facilities and related assets, which were transferred to Versant in connection with the Separation and the impact of new acquisitions.

Previous wording

Interest expense for the three and six months ended June 30, 2026 was primarily attributable to interest on our Senior Notes and Term Loans, which were issued in connection with the Separation. See Note 5 to our condensed consolidated and combined financial statements for additional information on our debt obligations.

Current wording

Interest expense for the three and nine months ended September 30, 2026 was primarily attributable to interest on our Senior Notes and Term Loans, which were issued in connection with the Separation. See Note 7 to our condensed consolidated and combined financial statements for additional information on our debt obligations.

Previous wording

Investment and Other Income, Net

Current wording

Investment and Other Income (Loss), Net

Previous wording

Investment and other income, net, for the three and six months ended June 30, 2026 was primarily comprised of interest income on cash and cash equivalents.

Current wording

Investment and other income (loss), net, for the three and nine months ended September 30, 2026 was primarily comprised of interest income on cash and cash equivalents. Investment and other income (loss), net, for the three and nine months ended September 30, 2025 was primarily attributable to the $40 million impairment loss related to nonmarketable equity securities (see Note 5).

Previous wording

Our effective income tax rate was 34.6% and 26.0% for the three months ended June 30, 2026 and 2025, respectively, and 31.0% and 26.2% for the six months ended June 30, 2026 and 2025, respectively. The increase in the effective tax rate for the three and six months ended June 30, 2026 is largely due to $31 million of income tax expense associated with the SportsEngine divestiture, primarily resulting from the differences in the book and tax basis for goodwill (see Note 9).

Current wording

Our effective income tax rate was 28.8% and 36.2% for the three months ended September 30, 2026 and 2025, respectively, and 30.8% and 27.4% for the nine months ended September 30, 2026 and 2025, respectively. The increase in the effective tax rate for the nine months ended September 30, 2026 is largely due to $31 million of income tax expense associated with the SportsEngine divestiture, primarily resulting from the differences in the book and tax basis for goodwill (see Note 11). In the third quarter of 2025, we recorded a valuation allowance for $10 million of deferred tax assets resulting from the nonmarketable equity security impairment.

Previous wording

We define Adjusted EBITDA as net income attributable to Versant before net income (loss) attributable to noncontrolling interests, income tax expense, investment and other income (loss), net, interest expense, depreciation and amortization expense, and other operating gains and losses (such as impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets), if any. From time to time, we may exclude from Adjusted EBITDA the impact of certain other events, gains, losses or other charges that affect the period-to-period comparability of our operating performance.

Current wording

We define Adjusted EBITDA as net income attributable to Versant before net income (loss) attributable to noncontrolling interests, income tax expense, investment and other income (loss), net, interest expense, depreciation and amortization expense, and other operating gains and losses (such as impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets), if any. From time to time, we may make adjustments to Adjusted EBITDA for the impact of certain other events, gains, losses or other charges that affect the period-to-period comparability of our operating performance.

Previous wording

(a) Amounts represent the impact of certain events, gains, losses or other charges that are excluded from Adjusted EBITDA. For the periods presented, Adjusted EBITDA excludes transaction and transaction-related costs associated with the Separation. Transaction costs are incremental costs directly related to effectuating the Separation and primarily include legal, audit and advisory fees. Transaction-related costs are incremental costs incurred in anticipation of the Separation and primarily include IT separation and implementation costs, advisory fees and other one-time costs.

Current wording

(a) Amounts represent the impact of certain events, gains, losses or other charges that are adjusted in our definition of Adjusted EBITDA. For the periods presented, Adjusted EBITDA excludes transaction and transaction-related costs associated with the Separation, and includes fair value adjustments associated with a legacy deferred compensation plan assumed in the Separation. Transaction costs are incremental costs directly related to effectuating the Separation and primarily include legal, audit and advisory fees. Transaction-related costs are incremental costs incurred in anticipation of the Separation and primarily include IT separation and implementation costs, advisory fees and other one-time costs. The legacy deferred compensation program is frozen and has been funded with investments held in a trust. As such, we include the investment gains and losses, presented in investment and other income (loss), net in Adjusted EBITDA to offset gains and losses on the deferred compensation plan liability included in selling general and administrative expenses.

Previous wording

In connection with the Separation, we issued $3.0 billion of total debt, including the Senior Notes issued in October 2025 and borrowings under the Term Loans drawn at the time of the Separation. In addition, we entered into a $750 million Revolving Credit Facility in connection with the Separation, which remains undrawn. During the first quarter of 2026, we entered into variable-to-fixed interest rate swaps totaling $1.0 billion, which effectively converted a portion of our variable-rate borrowings to fixed rates. As a result, as of June 30, 2026, approximately 67% of the aggregate principal amount of our total debt portfolio consisted of fixed-rate indebtedness, including the effect of interest rate swap agreements designated as hedges and approximately 33% remained variable.

Current wording

In connection with the Separation, we issued $3.0 billion of total debt, including the Senior Notes issued in October 2025 and borrowings under the Term Loans drawn at the time of the Separation. In addition, we entered into a $750 million Revolving Credit Facility in connection with the Separation, which remains undrawn. As of September 30, 2026, we had variable-to-fixed interest rate swaps totaling $975 million, which effectively converted a portion of our variable-rate borrowings to fixed rates. As a result, as of September 30, 2026, approximately 66% of the aggregate principal amount of our total debt portfolio consisted of fixed-rate indebtedness, including the effect of interest rate swap agreements designated as hedges and approximately 34% remained variable.

Previous wording

Our Term Loan A Facility and the Revolving Credit Facility contain a financial covenant that requires us to maintain a maximum consolidated first lien net leverage ratio, as defined in the credit agreement governing the Term Loan A Facility and the Revolving Credit Facility, of not greater than 3.50:1.00, beginning with our third quarter of 2026. As of June 30, 2026, no events of default occurred in connection with our debt obligations. See Note 5 to the condensed consolidated and combined financial statements for additional information relating to our debt obligations.

Current wording

Our Term Loan A Facility and the Revolving Credit Facility contain a financial covenant that requires us to maintain a maximum consolidated first lien net leverage ratio, as defined in the credit agreement governing the Term Loan A Facility and the Revolving Credit Facility, of not greater than 3.50:1.00, beginning with our third quarter of 2026. As of September 30, 2026, we were in compliance with the financial covenants related to our debt obligations. See Note 7 to the condensed consolidated and combined financial statements for additional information relating to our debt obligations.

Previous wording

We believe that our available cash and cash flows from our operating activities, along with our borrowing capacity and access to capital markets, taken as a whole, will provide adequate liquidity to meet our current and long-term obligations when due, including our third-party debt, and to fund capital expenditures, while also providing flexibility to fund investment opportunities that may arise, including the acquisition of Full Swing in August 2026. However, there can be no assurances that we will be able to obtain debt or equity financing on acceptable terms in the future.

Current wording

We believe that our available cash and cash flows from our operating activities, along with our borrowing capacity and access to capital markets, taken as a whole, will provide adequate liquidity to meet our current and long-term obligations when due, including our third-party debt, and to fund capital expenditures, while also providing flexibility to fund investment opportunities that may arise, such as our acquisition of Full Swing in August 2026. However, there can be no assurances that we will be able to obtain debt or equity financing on acceptable terms in the future.

Previous wording

Net cash provided by operating activities decreased for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to a net unfavorable change in net income after noncash adjustments, partially offset by an increase related to operating assets and liabilities. The increase related to operating assets and liabilities was primarily due to increases in accounts payable and other operating assets and liabilities resulting from liabilities incurred as a standalone entity, including income taxes payable, compared to periods prior to the Separation, during which we were allocated costs and participated in Comcast’s centralized cash management processes. These increases were partially offset by an increase in accounts receivable due to lower collections in the current year primarily as a result of Comcast retaining advertising sales receivables following the Separation.

Current wording

Net cash provided by operating activities decreased for the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, primarily due to a net unfavorable change in net income after noncash adjustments, as well as a decrease related to operating assets and liabilities. The decrease related to operating assets and liabilities was primarily due to increases in accounts receivable, due to lower collections in the current year primarily as a result of Comcast retaining advertising sales receivables following the Separation. This decrease was partially offset by increases in other operating assets and liabilities and accounts payable, resulting from timing of compensation and benefits related payments and other liabilities incurred as a standalone entity, including income taxes payable, compared to periods prior to the Separation during which we were allocated costs and participated in Comcast’s centralized cash management processes.

Previous wording

As described above, prior to the Separation, we participated in Comcast’s centralized cash management process, and as a result, our results for thesix months ended June 30, 2026 are not comparable to the amounts and timing of operating receipts and payments for thesix months ended June 30, 2025. In addition, operating assets and liabilities in our combined statements of cash flows generally fluctuate based on the timing of amortization and related payments for our content costs and the timing of collections of receivables.

Current wording

As described above, prior to the Separation, we participated in Comcast’s centralized cash management process, and as a result, our results for thenine months ended September 30, 2026 are not comparable to the amounts and timing of operating receipts and payments for thenine months ended September 30, 2025. In addition, operating assets and liabilities in our combined statements of cash flows generally fluctuate based on the timing of amortization and related payments for our content costs and the timing of collections of receivables.

Previous wording

Net cash used in investing activities increased during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to cash spent for business acquisitions and investments during the six months ended June 30, 2026. These increases were partially offset by proceeds from the sale of our SportsEngine business.

Current wording

Net cash used in investing activities increased during the nine months ended September 30, 2026 as compared to the nine months ended September 30, 2025, primarily due to cash spent for business acquisitions and investments during the nine months ended September 30, 2026, including purchases of investments related to a legacy deferred compensation plan. These increases were partially offset by proceeds from the sale of our SportsEngine business, as well as the return of capital from our investment in nonmarketable equity securities and lower capital expenditures compared to the prior-year period.

Previous wording

Net cash used in financing activities during the six months ended June 30, 2026 primarily included a $2.25 billion cash payment to Comcast as consideration for assets that were contributed to us in connection with the Separation, share repurchases of $200 million and dividends of $53 million, partially offset by net proceeds from the Term Loans of $1.97 billion and a $70 million payment we received from NBCUniversal at the time of the Separation. Net transfers to Comcast of $1.03 billion in the prior year period primarily resulted from cash generated from operating activities and swept to Comcast, partially offset by increased capital expenditures funded through Comcast’s centralized cash management program.

Current wording

Net cash used in financing activities during the nine months ended September 30, 2026 primarily included a $2.25 billion cash payment to Comcast as consideration for assets that were contributed to us in connection with the Separation, share repurchases of $300 million, dividends of $106 million, and scheduled principal payments relating to Term Loans of $30 million. These cash outflows were partially offset by net proceeds from the Term Loans of $1.97 billion and a $70 million payment we received from NBCUniversal at the time of the Separation. Net transfers to Comcast of $1.40 billion in the prior year period primarily resulted from cash generated from operating activities and swept to Comcast, partially offset by increased capital expenditures funded through Comcast’s centralized cash management program.

Previous wording

During the six months ended June 30, 2026, we repurchased 5,069,067 of our Class A common shares for approximately $200 million under our $1.0 billion share repurchase program authorized by our Board of Directors on March 3, 2026 (“2026 Share Repurchase Program”), through a combination of open market repurchases and a $100 million ASR program completed during the second quarter of 2026. As of June 30, 2026, the remaining repurchase availability under our share repurchase program was $800 million. In August 2026, we announced that we expect to enter into a $100 million ASR agreement commencing on August 7, 2026 to repurchase $100 million of Class A common stock under our 2026 Share Repurchase Program. We anticipate completing the transaction during the third quarter of 2026.

Current wording

During the nine months ended September 30, 2026, we repurchased 7.6 million of our Class A common shares for approximately $300 million under our $1.0 billion share repurchase program authorized by our Board of Directors on March 3, 2026 (“2026 Share Repurchase Program”), through a combination of open market repurchases and a $100 million ASR program with financial institutions during each of the second and third quarters of 2026. As of September 30, 2026, the remaining repurchase availability under our share repurchase program was $700 million. In November 2026, we announced that we expect to enter into a $100 million ASR agreement commencing on

Previous wording

On April 22, 2026, we paid our first quarter dividend of $0.375 per share. On May 14, 2026, our Board of Directors declared our second quarter dividend of $0.375 per share, which was paid on July 22, 2026. On August 6, 2026, our Board of Directors declared our third quarter dividend of $0.375 per share, payable on October 22, 2026 to shareholders of record as of the close of business on October 1, 2026.

Current wording

During the nine months ended September 30, 2026, we paid dividends of $106 million. Our third quarter dividend of $0.375 per share was paid on October 22, 2026. Our fourth quarter dividend of $0.375 per share was declared by our Board of Directors on November 3, 2026, and is payable on January 25, 2027 to shareholders of record as of the close of business on January 4, 2027.

Previous wording

There have been no material changes to our critical accounting estimates as compared to those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Current wording

There have been no other material updates to our critical accounting estimates as compared to those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025.