Versant Media Group, Inc.

Notes to Condensed Consolidated and Combined Financial Statements (Unaudited)

Note 1. Business, Basis of Presentation and Significant Accounting Policies

Description of the Company

Versant Media Group, Inc. (“Versant”, the “Company”, “we”, “us”, “our”) is a media and entertainment business that operates infour core markets: political news and opinion, business news and personal finance, golf, and sports and genre entertainment. We serve these markets primarily through a portfolio of brands comprised of networks, including USA Network, CNBC, MS NOW, Oxygen, E!, Syfy, and Golf Channel, and digital platforms, including Fandango, Rotten Tomatoes, GolfNow and Full Swing.

On January 2, 2026, the separation (the “Separation”) of Versant from Comcast Corporation (“Comcast”) was completed. In connection with the completion of the Separation, the assets related to certain of Comcast’s cable television networks and digital platforms were contributed to, and the related liabilities were assumed by Versant in accordance with the separation and distribution agreement and other agreements entered into in connection with the Separation. These agreements, among other things, effected the Separation and provide a framework for our relationship with Comcast after the Separation, including the separation and distribution agreement, the transition service agreement, the tax matters agreement and certain other agreements related to employee matters, intellectual property, and certain commercial arrangements. On January 5, 2026, our common stock began trading on The Nasdaq Stock Market LLC (“Nasdaq”) under the ticker symbol “VSNT”.

In connection with the Separation, we issued approximately $3.0 billion of total debt, including borrowings under term loans drawn upon the Separation, as well as senior notes issued in October 2025 (see Note 7). The proceeds from the senior notes were initially placed in escrow and presented as restricted cash as of December 31, 2025. A portion of the proceeds from these borrowings, including the amounts in escrow, which were released in connection with the Separation, was used to fund a cash payment to Comcast of $2.25 billion at the time of the Separation as consideration for assets that were contributed to us in connection with the Separation.

Basis of Presentation

We have prepared these interim condensed consolidated and combined financial statements in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), which permit reduced disclosures for interim periods. These financial statements include all adjustments that are necessary for a fair presentation of our condensed consolidated and combined results of operations, cash flows and financial condition for the periods shown, including normal, recurring accruals and other items. The condensed consolidated and combined results of operations for the interim periods presented are not necessarily indicative of results for the full year.

Following the Separation, our financial statements are presented on a consolidated basis and include all entities in which we have a controlling voting interest.

Prior to the Separation, Versant businesses were operated as part of Comcast’s Media segment. Accordingly, our financial statements for those periods are presented on a combined basis derived from Comcast’s historical accounting records as if Versant operations had been conducted independently from Comcast. The combined financial statements reflect the historical cost basis of assets and liabilities, which did not reflect all of the assets and liabilities of Versant following the Separation and included certain assets and liabilities that were retained by Comcast following the Separation. The combined financial statements also reflect the historical revenues, direct costs, and allocations of indirect costs for administrative functions and services performed on our behalf by other centralized functions within Comcast and allocations of costs for the use of shared assets (see Note 12). These expenses were allocated on a pro rata basis using an applicable measure of revenue. All allocations and estimates reflected in the combined financial statements were based on assumptions that management believes are reasonable. However, the condensed combined financial statements do not purport to reflect what our results of operations, comprehensive income, financial position, or cash flows would have been had we operated as a separate, stand-alone entity during the periods prior to the Separation.

The condensed consolidated and combined financial statements should be read in conjunction with the Company’s audited combined financial statements and notes included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Segments

We present our operations inone reportable business segment and our Chief Executive Officer is the chief operating decision maker (“CODM”). Our business operates complementary brands, generating revenue through contracts or monetization strategies that span across brands, and leveraging integrated operational infrastructure. As a single segment entity, our segment performance measure used in the measurement of operational strength and performance and in the evaluation of underlying trends is net income attributable to Versant and the measure of segment assets is total assets. Additional information about our operations and these measures is presented in the condensed consolidated and combined financial statements, with further details included throughout the footnotes, including certain of our significant operating expenses in Note 3.

Recent Accounting Pronouncements

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued updated accounting guidance related to disclosures of certain costs and expenses. The updated accounting guidance, among other things, requires quantitative disclosures for employee compensation, selling expenses and purchases of inventory. The updated guidance is effective beginning with our Annual Report on Form 10-K for the year ended December 31, 2027. We are in the process of evaluating the impact of this accounting guidance on our financial statements.

Internal-Use Software

In September 2025, the FASB issued updated accounting guidance related to internal-use software. The updated guidance eliminates references to software project stages and clarifies that capitalization of internal-use software costs should begin once management authorizes and commits to funding a software project and it is probable that the project will be completed and used as intended. The updated guidance is effective for us as of January 1, 2028, with early adoption permitted. We are in the process of evaluating the impact of this accounting guidance on our financial statements.

Interim Reporting

In December 2025, the FASB issued updated accounting guidance on interim reporting. The updated guidance establishes a principle requiring entities to disclose events occurring after the end of the most recent annual reporting period that have a material impact on the entity, as well as clarifies the applicability of interim disclosure requirements. The guidance does not change the fundamental nature of interim reporting or expand or reduce current interim disclosure requirements. The guidance is effective for us beginning in interim periods after January 1, 2028, with early adoption permitted. We are in the process of evaluating the impact of this accounting guidance on our financial statements.

Government Grants

In December 2025, the FASB issued new accounting guidance on the recognition, measurement and presentation of government grants received by business entities. The new guidance defines government grants, clarifies their scope and provides a recognition threshold under which a grant is recognized when it is probable the entity will comply with the grant’s conditions and that the grant will be received. The updated guidance is effective for us as of January 1, 2029, and early adoption is permitted. We are in the process of evaluating the impact of this accounting guidance on our financial statements.

Note 2. Revenue

Pursuant to the terms of a commercial agreement entered into with Comcast in connection with the Separation, NBCUniversal Media, LLC (“NBCUniversal”) sells domestic linear and related digital advertising inventory on our behalf. We continue to recognize revenue for the amount earned from advertisers as advertisements are aired or delivered, net of agency commissions. Under the commercial agreement, Versant is generally paid based on impressions delivered and is not responsible for guaranteed audience ratings. Fees owed to NBCUniversal for the services under this arrangement are presented within selling, general and administrative expenses in our condensed consolidated statement of income for the periods following the Separation.

The amount of future revenue to be earned related to fixed price contracts with advertisers in excess of one year totaled $233 million as of September 30, 2026, which will be recognized over the next 5 years.

Balance Sheets

Our most significant accounts receivable balances relate to our linear distribution agreements with large multichannel video providers. As of September 30, 2026 and December 31, 2025, our ten largest multichannel video provider customers accounted for approximately 52% and 56%, respectively, of our total accounts receivable.

As of September 30, 2026 and December 31, 2025, the gift card liability for our Fandango and GolfNow platforms was $47 million and $51 million, respectively, including $30 million and $36 million, respectively, within accrued expenses and other current liabilities, and the remainder presented within other noncurrent liabilities. Revenue recorded related to breakage on these gift cards was $3 million and $9 million for the three and nine months ended September 30, 2026, respectively, and $2 million and $9 million for the three and nine months ended September 30, 2025, respectively.

Note 3. Costs of Revenue

Programming and Production Costs

Capitalized Content Costs

Note 4. Acquisitions and Divestitures

Acquisition of Full Swing

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 $536 million in cash paid at closing, subject to customary purchase price adjustments.

The preliminary allocation of the purchase price to the identifiable assets and liabilities based on their estimated fair values as of the acquisition date was as follows:

This acquisition was accounted for as a business combination and the results of operations for Full Swing have been included in our consolidated results of operations since the acquisition date and did not have a material impact on the Company’s revenue or net income for the three and nine months ended September 30, 2026.

The estimated fair values of assets acquired and liabilities assumed are preliminary and subject to change upon finalization of the valuation, which primarily relates to intangible assets. The preliminary fair values of intangible assets consist of developed technology of $78 million, tradenames of $65 million and customer relationships of $61 million, which are being amortized on a straight-line basis over their estimated useful lives of between 5 and 15 years. The excess of the purchase price over the aggregate fair value of the identifiable assets acquired was recorded as goodwill and is primarily attributable to assembled workforce and anticipated operating synergies following the acquisition. Goodwill isnot expected to be deductible for tax purposes.

Other Acquisitions

During the nine months ended September 30, 2026, we acquired businesses with aggregate purchase consideration of $215 million, which included cash of $170 million and estimated contingent consideration of approximately $44 million, which is presented within accrued expenses and other current liabilities and other noncurrent liabilities in our condensed consolidated balance sheet. The preliminary purchase price allocation resulted in approximately $193 million of non-tax deductible goodwill and $30 million of amortizable intangible assets, subject to finalization of the related valuations. The related financial results have been included in our condensed consolidated financial statements from their respective acquisition dates and did not have a material impact on the Company’s revenue or net income for the three and nine months ended September 30, 2026.

Divestiture of SportsEngine

During the second quarter of 2026, we completed the sale of our SportsEngine business with an aggregate sale price totaling $143 million, subject to customary adjustments. As of December 31, 2025, the assets and liabilities associated with SportsEngine met the criteria to be classified as held for sale. Assets held for sale were primarily comprised of goodwill of $149 million, property and equipment of $17 million and intangible assets of $14 million. Liabilities held for sale of $18 million were included within other current liabilities in our combined balance sheets. During the nine months ended September 30, 2026, we recognized pre-tax losses of $39 million in connection with the divestiture, which were recorded within depreciation and amortization expense in our condensed consolidated statement of operations.

Note 5. Investments

Marketable Equity Securities

In the third quarter of 2026, we invested $75 million in mutual funds held in a trust established to support the payment of benefits under a legacy deferred compensation plan assumed in the Separation. Fair value adjustments on marketable securities were not material for the three and nine months ended September 30, 2026. The fair values of our marketable securities are based on Level 1 inputs that use quoted market prices, and totaled $75 million as of September 30, 2026.

Marketable equity securities are investments with readily determinable fair values that are not accounted for under the equity method. Changes in fair value between the measurement dates are recorded in investment and other income (loss), net in our condensed consolidated statement of income.

Nonmarketable Equity Securities

During the nine months ended September 30, 2026, we received a $60 million cash distribution from a nonmarketable equity security, which was classified as a return of investment within investing activities in our condensed consolidated statement of cash flows. The cumulative amount of downward adjustments to our nonmarketable equity securities totaled $165 million for investments that continued to be held as of September 30, 2026.

In the third quarter of 2025, we recorded an unrealized impairment loss of $40 million for one of our investments within investment and other income (loss), net in our condensed combined statement of income. The related estimated fair value of $94 million was determined based on an analysis that leveraged multiples of earnings from comparable public companies, which are Level 2 inputs.

Note 6. Goodwill

The changes in the carrying value of our goodwill balance were as follows:

See Note 4 for additional information relating to acquisitions completed during the nine months ended September 30, 2026.

Note 7. Debt Obligations

The estimated fair value of our long-term debt obligations was $2.97 billion and $1.03 billion as of September 30, 2026 and December 31, 2025, respectively. Fair values of our Senior Notes were estimated using Level 2 inputs, based on external market data for debt with similar terms and maturities. The fair values of our variable rate term loans were estimated to approximate their face values.

On January 2, 2026, in connection with the Separation, we borrowed $1.0 billion under a term loan due January 2031 provided for in our October 2025 credit agreement (the “Term Loan A Facility”). On January 2, 2026, we also entered into a credit agreement providing for an additional term loan of $1.0 billion due January 2031 (the “Term Loan B Facility” and together with the Term Loan A Facility, the “Term Loans”), which was fully funded on that date. The Term Loans and our $750 million revolving credit facility (the “Revolving Credit Facility” and together with the Term Loans, the “Senior Credit Facilities”) are secured by substantially all the assets of the Company and its material, wholly-owned U.S. subsidiaries, subject to certain exceptions.

Term Loan A Facility and Term Loan B Facility require repayment of initial amounts borrowed of 5.00% and 7.00%, respectively, per annum payable in quarterly installments beginning on September 30, 2026, with the balance being payable at maturity. Contractual maturities of our debt obligations as of September 30, 2026 totaled $30 million for the remainder of 2026 and approximately $120 million per year from 2027 to 2030, with the remainder payable in 2031.

The 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 the third quarter of 2026. As of September 30, 2026, we were in compliance with the financial covenants related to our debt obligations.

Derivatives and Hedging

In March 2026, we entered into interest rate swaps designated as cash flow hedges to manage our exposure to interest rate risk related to variable-rate debt obligations. As of September 30, 2026, the notional amount of these derivatives was $975 million, and the fair values totaled $33 million, of which $10 million was recorded within other current assets and the remainder within other noncurrent assets in our consolidated balance sheet as of September 30, 2026. The fair values of these financial instruments are primarily based on Level 2 inputs derived from valuation models that use observable market data. Changes in fair value of derivative instruments classified as cash flow hedges are recognized in accumulated other comprehensive income until the hedged item affects earnings. During the three and nine months ended September 30, 2026, derivative gains (losses) recognized within interest expense on our consolidated statement of income were not material.

Cash flows related to derivative instruments designated as cash flow hedges are classified in our consolidated statements of cash flows based on the classifications of the underlying cash flows.

Note 8. Commitments and Contingencies

Operating Leases

In May 2026, we entered into an amendment to a lease agreement for our corporate offices in New York City, New York. The amendment provides for an extended initial term of 18 years for both existing and additional leased space, which we obtained access to in the third quarter of 2026, and includes options to extend the term for up to an additional 10 years. During the nine months ended September 30, 2026, we recorded a right of use asset of $108 million and current and noncurrent liabilities of $4 million and $104 million, respectively, which were recognized based on the present value of the future minimum lease payments over the lease term, excluding optional periods, using a weighted average incremental borrowing rate of 7.3%.

As of September 30, 2026, the future minimum lease payments related to the lease amendment for both the extension and the additional leased space, net of lease incentives, total $243 million, including $2 million for the remainder of 2026, $9 million for 2027, $3 million for 2028, $11 million for 2029, $17 million for 2030 and $199 million thereafter.

Contingencies

We are subject to legal proceedings and claims that arise in the ordinary course of our business. While the amount of ultimate liability with respect to such proceedings and claims is not expected to materially affect our results of operations, cash flows or financial position, any such legal proceedings or claims could be time-consuming and injure our reputation.

Note 9. Stockholders’ Equity

Capitalization

The Separation from Comcast was completed on January 2, 2026 through the distribution of 100% of the shares of Versant Class A common stock and Versant Class B common stock to holders of Comcast Class A common stock and Comcast Class B common stock as of the close of business on the record date of December 16, 2025. Comcast’s shareholders of record received one share of Versant Class A common stock or Versant Class B common stock for every 25 shares of Comcast Class A common stock or Class B common stock, respectively, held as of the record date. Immediately following the Separation, holders of Comcast’s common stock prior to the Separation owned 100% of our issued and outstanding shares.

Our Articles of Incorporation were amended and restated following the Separation to provide us with the authority to issue up to 7.5 billion shares of $0.01 par value per share Class A common stock, up to 75 million shares of $0.01 par value per share of Class B common stock, and up to 20 million shares of preferred stock with no par value. The number of votes that each share of Class A common stock has at any given time depends on the number of shares of Class A common stock and Class B common stock then outstanding, with each share of Class B common stock having 15 votes per share, and shareholders of our common stock are entitled to any dividends when and as declared without regard to class. The Class B common stock represents 33 1/3% of the combined voting power of our common stock. On each matter to be voted on, the holders of Class A common stock and Class B common stock will vote together. Each share of Class B common stock is convertible at the option of the holder intoone share of Class A common stock.

Dividends

During the nine months ended September 30, 2026, we paid dividends of $106 million. On August 6, 2026, our Board of Directors declared our third quarter dividend of $0.375 per share, paid on October 22, 2026 to shareholders of record as of the close of business on October 1, 2026. On November 3, 2026, our Board of Directors declared our fourth quarter dividend of $0.375 per share, payable on January 25, 2027 to shareholders of record as of the close of business on January 4, 2027.

Share Repurchases

Repurchases of common stock include shares repurchased in open market transactions and under accelerated share repurchase (“ASR”) programs. We executed and settled a $100 million ASR program with financial institutions during each of the second and third quarters of 2026. The ASR programs were accounted for as equity transactions and the number of shares purchased was based on the volume-weighted average share price of our common stock over the term of the respective ASR agreement less a discount.

Accumulated Other Comprehensive Income

Changes in accumulated other comprehensive income (loss) (“AOCI”) by component, net of income taxes, for the nine months ended September 30, 2026 were as follows:

Weighted-Average Common Shares Outstanding

(a)For periods prior to the Separation on January 2, 2026, the computation of basic and diluted earnings per share was calculated using shares of Versant common stock outstanding on the date of the Separation.

(b)Includes Class A and Class B common stock.

Diluted earnings per share is calculated using the treasury stock method and includes the impact of unvested share-based compensation awards (see Note 10) to the extent dilutive. Antidilutive securities represent the number of potential common shares related to share-based compensation awards that were excluded from diluted earnings per share because their effect would have been antidilutive.

Note 10. Share-based Compensation

In January 2026, in connection with the Separation, our Board of Directors adopted our Omnibus Equity Incentive Plan (the “Plan”). A total of 19 million shares of the Company’s Class A common stock were initially reserved for issuance under the Plan, subject to certain adjustments. The Plan may be used to grant awards in the form of restricted stock, restricted stock units, stock options, stock appreciation right awards or other share-based awards. As of September 30, 2026,16,061,573 shares were available for future issuances.

Restricted Stock Units

In connection with the Separation, restricted stock units (“RSUs”) originally granted to our employees under Comcast’s equity incentive plans were converted into Versant RSUs in accordance with the employee matters agreement.

During the nine months ended September 30, 2026, we granted RSUs to eligible employees, which vest ratably over athree-year service period. In addition, we granted RSUs to our board of directors, which vest annually on the shareholder meeting date. The fair value of RSUs is measured based on the closing price of our Class A common stock on the date of grant and the associated expense is recognized on a straight-line basis over the requisite service period.

Performance Stock Units

During the nine months ended September 30, 2026, we also granted performance stock units (“PSUs”) to certain of our senior executives, which vest at the end of athree-year service period, and the number of shares that ultimately vest is subject to either market conditions or a combination of market and performance conditions. We estimate the fair value of PSUs using a Monte Carlo simulation and the fair values of PSUs granted during the nine months ended September 30, 2026 were estimated using a weighted average expected volatility of 30.5% and a weighted average risk-free interest rate of 4.1%. Compensation expense for awards subject only to market conditions is recognized based on the grant date fair value on a straight-line basis over the requisite service period. Our PSUs with performance conditions include provisions whereby performance targets are not yet approved or are subject to adjustment, and as such compensation expense is recognized over the requisite service period based on fair value determined at the end of each reporting period and the probable outcome of the performance conditions.

Each of our unvested RSU and PSU awards that is held as of a dividend record date is entitled to a dividend equivalent equal to the amount paid with respect to one share of Class A common stock, which will be paid upon vesting of the underlying awards. Certain equity awards also contain accelerated vesting provisions upon meeting certain retirement eligibility provisions, based on age and service. We recognize forfeitures as they occur.

The following table presents our share-based compensation activity for the nine months ended September 30, 2026:

(a) Amounts represent the number of PSUs in agreements with senior executives. For awards with performance targets not yet approved or subject to adjustment, fair values are presented at the time agreements are approved and as of the end of the period.

(b)Amounts represent awards outstanding prior to the Separation with the number of shares and fair value adjusted to reflect the impacts of the conversion formula as outlined in the employee matters agreement.

As of September 30, 2026, unrecognized compensation expense related to unvested RSUs was $105 million, and is expected to be recognized over a weighted-average period of approximately 2.5 years. As of September 30, 2026, unrecognized compensation expense related to unvested PSUs is based on the number of PSUs presented in the table above and was $27 million, which is expected to be recognized over a weighted-average period of approximately 2.3 years.

Employee Stock Purchase Plan

In April 2026, our Board of Directors approved an Employee Stock Purchase Plan, authorizing approximately 2,000,000 shares of our Class A common stock for future issuances. The plan, as amended by the Board in June 2026, was approved by shareholders at our 2026 annual meeting of shareholders on June 25, 2026. The plan is not yet active and no shares have been issued thereunder.

Note 11. Additional Financial Information

Supplemental Cash Flow Information

During the nine months ended September 30, 2026, we made cash payments for interest of $149 million and cash payments for income taxes of $266 million.

Income Taxes

As a result of our divestiture of SportsEngine during the second quarter of 2026, we recognized income tax expense of $31 million, primarily resulting from the differences in the book and tax basis for goodwill, which increased our effective tax rate for the nine months ended September 30, 2026 by 3.9% (see Note 4).

As a result of the nonmarketable equity security impairment recognized during the third quarter of 2025, we recorded a valuation allowance for $10 million on deferred tax assets (see Note 5).

Note 12. Related Parties

Prior to the Separation, our transactions with Comcast and its subsidiaries were considered related party transactions. Following the Separation, transactions with Comcast are not considered related party transactions.

Transactions

Prior to the Separation, Comcast provided us with significant corporate, infrastructure and shared services, including the license of content for use on our networks, the distribution of our television networks and purchases and sales of advertising. The nature of these services was similar to services that we purchase from or provide to third-parties. In addition, certain costs related to production activities that use centralized Comcast operations were directly charged to us based on usage. The following disclosures summarize related party activity between us and Comcast, which occurred prior to our Separation, and are included in the condensed combined financial statements for the three and nine months ended September 30, 2025 and as of December 31, 2025.

Sales to related parties were $184 million and $757 million for the three and nine months ended September 30, 2025, respectively. Accounts receivable due for these transactions were $123 million as of December 31, 2025.

Costs of revenue from related parties were $398 million and $751 million for the three and nine months ended September 30, 2025, respectively. Capitalized content costs related to these costs were $302 million as of December 31, 2025. Content obligations related to these costs were $94 million as of December 31, 2025.

Costs of advertising purchased from related parties were $2 million and $6 million for the three and nine months ended September 30, 2025, respectively, and are presented in selling, general and administrative expenses.

Prior to the third quarter of 2025, we had related party loan balances associated with the participation of certain of our subsidiaries in Comcast’s centralized cash management programs. Activity related to loans receivable and payable is presented in the combined statements of cash flows in other investing and other financing activities, respectively.

Shared Services and Other Allocated Costs

The condensed combined financial statements for the three and nine months ended September 30, 2025 and as of December 31, 2025 include transactions involving shared services and assets (including expenses primarily related to personnel, advertising and marketing, facilities, information technology and network communications support and other overhead functions) and certain corporate administrative services (including charges for services such as accounting, tax, treasury and cash management, insurance, legal and risk management) that were provided to us by Comcast. These costs were generally allocated on a pro rata basis using an applicable measure of revenue applied to the relevant pool of costs (e.g., costs incurred at Comcast’s Media segment or corporate levels), including depreciation and amortization expense for shared assets. Allocated costs are included in costs of revenue and selling, general and administrative expenses in the combined statement of income and are reflected in the combined balance sheets and statements of cash flows as changes in net Comcast investment. These amounts represent management’s reasonable estimate of the costs incurred; however, they are not necessarily representative of the costs required for us to operate as an independent, publicly traded company.

For the three months ended September 30, 2025, amounts recorded in cost of revenue and selling, general and administrative expenses for these services were $66 million and $214 million, respectively. For the nine months ended September 30, 2025, amounts recorded in cost of revenue and selling, general and administrative expenses for these services were $218 million and $673 million, respectively.