Versant Media Group (Nasdaq: VSNT) Q2 profit falls on new interest expense

Rhea-AI Filing Summary

Versant Media Group, Inc. reported softer Q2 2026 results as a newly standalone company. Revenue was $1.64 billion versus $1.71 billion a year earlier, with declines in linear distribution partially offset by modest growth in digital platforms and stable content licensing. Net income attributable to Versant fell to $211 million from $302 million, or diluted EPS of $1.49 versus $2.09, reflecting lower operating income, $52 million of interest expense from new separation-related debt, and losses and tax costs tied to the SportsEngine divestiture. Adjusted EBITDA declined to $624 million from $685 million.

Through six months, operating cash flow was $967 million, supporting $200 million of share repurchases and $0.75 per share in dividends, while cash and equivalents grew to $1.48 billion. Long-term debt increased to $2.95 billion, mostly 2031 senior notes and term loans, with interest-rate swaps fixing about two-thirds of exposure. Versant also deployed capital into approximately $215 million of acquisitions and, after quarter-end, acquired Full Swing for about $530 million in cash, while incurring incremental costs to operate as a standalone public company following its January 2026 separation from Comcast.

Positive

• None.

Negative

• Profitability declined meaningfully: Q2 2026 net income attributable to Versant fell to $211 million from $302 million (down about 30%), with diluted EPS dropping to $1.49 from $2.09, pressured by lower operating income, $52 million of new interest expense and divestiture-related losses and taxes.

Key Figures

Q2 2026 Revenue: $1,644 million Q2 2026 Net Income attributable to Versant: $211 million Q2 2026 Diluted EPS: $1.49 +5 more

8 metrics

Q2 2026 Revenue $1,644 million Three months ended June 30, 2026; down from $1,708 million in Q2 2025

Q2 2026 Net Income attributable to Versant $211 million Three months ended June 30, 2026; versus $302 million in Q2 2025

Q2 2026 Diluted EPS $1.49 Diluted earnings per common share for Q2 2026; $2.09 in Q2 2025

Q2 2026 Adjusted EBITDA $624 million Non-GAAP Adjusted EBITDA for three months ended June 30, 2026; $685 million in prior year

Operating Cash Flow H1 2026 $967 million Net cash provided by operating activities for six months ended June 30, 2026; $1,113 million in 2025

Total Long-Term Debt $2,954 million Long-term debt as of June 30, 2026; increased from $983 million at December 31, 2025

Cash and Cash Equivalents $1,478 million Cash and cash equivalents balance as of June 30, 2026; $55 million at December 31, 2025

Share Repurchases H1 2026 $200 million Cost to repurchase 5,069,067 Class A common shares under 2026 Share Repurchase Program

Key Terms

Adjusted EBITDA, Senior Secured Notes, Term Loan B Facility, cash flow hedges, +2 more

6 terms

Adjusted EBITDA financial

"Adjusted EBITDA of $624 million and $685 million for the three months"

Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.

Senior Secured Notes financial

"7.250 % Senior Secured Notes due 2031 (“Senior Notes”)"

Senior secured notes are loans a company sells to investors that are backed by specific assets and given first priority for repayment if the company defaults. Because they have a claim on collateral and are paid before other debts, they usually offer lower risk and correspondingly lower interest than unsecured debt; investors use them to judge how safe repayment and recovery of principal might be, like holding a mortgage instead of an unsecured credit card balance.

Term Loan B Facility financial

"an additional term loan of $1.0 billion due January 2031 (the “Term Loan B Facility”)"

A Term Loan B facility is a large, multi‑year loan that a company borrows from banks or institutional investors and repays on a fixed schedule, often with smaller regular payments and a larger final payment. Think of it like a commercial mortgage for a business; it matters to investors because it changes the company’s interest costs, cash flow and financial risk — affecting its ability to pay dividends, invest in growth or meet debt obligations.

cash flow hedges financial

"interest rate swaps designated as cash flow hedges to manage our exposure"

A cash flow hedge is an accounting label companies use when they enter financial contracts—like currency or interest-rate agreements—to protect expected future cash payments or receipts from unpredictable moves. For investors, it signals that the company is trying to smooth out future cash variability (think of locking in a price to avoid surprises), which can reduce reported profit swings but also means the company has exposure to derivative instruments and their associated risks.

accelerated share repurchase financial

"a $100 million accelerated share repurchase (“ASR”) program with a financial institution"

An accelerated share repurchase is a deal where a company hires a bank to buy back a large block of its own stock immediately on the open market, with the bank later settling the exact number of shares over time. For investors it matters because the immediate reduction in shares outstanding can raise per‑share earnings and often supports the stock price, but it also uses company cash or borrowing and can change liquidity and future growth funding.

multichannel video programming distributors financial

"revenue we earn from multichannel video programming distributors (“MVPDs”)"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How did Versant Media Group (VSNT) perform financially in Q2 2026?

Versant generated $1.64 billion of revenue in Q2 2026, down from $1.71 billion a year earlier, and net income attributable to Versant of $211 million versus $302 million. Diluted EPS was $1.49 compared with $2.09, and Adjusted EBITDA declined to $624 million from $685 million.

What drove Versant Media Group (VSNT) revenue changes by segment in Q2 2026?

Q2 2026 revenue reflected lower linear distribution revenue of $954 million versus $1,017 million, nearly flat advertising revenue of $423 million versus $425 million, slightly higher platforms revenue of $225 million versus $223 million, and content licensing and other steady at $43 million. The SportsEngine divestiture reduced platforms revenue.

What is Versant Media Group (VSNT)'s current debt and interest profile?

As of June 30, 2026, Versant had total long-term debt of $2.95 billion, including $1.0 billion of 7.250% Senior Secured Notes due 2031 and $2.0 billion of term loans. Q2 2026 interest expense was $52 million. Interest-rate swaps on $1.0 billion of notional debt leave about 67% of debt effectively fixed-rate.

How strong are Versant Media Group (VSNT)'s cash flow and liquidity?

For the six months ended June 30, 2026, Versant produced $967 million in net cash from operating activities. Cash and cash equivalents were $1.48 billion, and the company had an undrawn $750 million revolving credit facility, while returning cash via $200 million of share repurchases and $0.75 per-share dividends.

What recent M&A and portfolio actions has Versant Media Group (VSNT) taken?

In the first half of 2026, Versant completed acquisitions totaling $215 million in purchase consideration, adding about $193 million of goodwill, and sold its SportsEngine business for $143 million, recognizing pre-tax losses of $39 million. On August 3, 2026, it acquired Full Swing for approximately $530 million in cash.

How did the Comcast separation impact Versant Media Group (VSNT)?

On January 2, 2026, Versant separated from Comcast and issued about $3.0 billion of debt, using a portion to pay $2.25 billion in cash consideration to Comcast. The company now incurs higher standalone public-company and commercial agreement costs and no longer benefits from Comcast’s centralized cost allocations.

What capital return programs does Versant Media Group (VSNT) have in place?

Versant’s Board authorized a $1.0 billion share repurchase program in March 2026. By June 30, 2026, the company had repurchased 5,069,067 Class A shares for about $200 million, leaving $800 million available, and has paid quarterly dividends totaling $0.75 per share year-to-date.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026

or

☐        TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                       to     

Commission File Number: 001-42856

Versant Media Group, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania						39-2087186
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification Number)
229 West 43rd Street New York, NY						10036
(Address of principal executive offices)						(Zip Code)
Registrant’s telephone number, including area code: (646) 832-1000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01 per share

VSNT

The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒    

As of July 31, 2026, Versant Media Group, Inc. had 138,792,303 shares of Class A common stock and 377,775 shares of Class B common stock outstanding.

TABLE OF CONTENTS

Part I			FINANCIAL INFORMATION			Page
Item 1.			Financial Statements
			Condensed Consolidated and Combined Statements of Income			5
			Condensed Consolidated and Combined Statements of Comprehensive Income			6
			Condensed Consolidated and Combined Statements of Cash Flows			7
			Condensed Consolidated and Combined Balance Sheets			8
			Condensed Consolidated and Combined Statements of Changes in Equity			9
			Notes to Condensed Consolidated and Combined Financial Statements			10
			Note 1. Business, Basis of Presentation and Significant Accounting Policies			10
			Note 2. Revenue			12
			Note 3. Costs of Revenue			12
			Note 4. Goodwill			13
			Note 5. Debt Obligations			13
			Note 6. Commitments and Contingencies			14
			Note 7. Stockholders' Equity			15
			Note 8. Share-Based Compensation			16
			Note 9. Additional Financial Information			18
			Note 10. Related Parties			18
			Note 11. Subsequent Events			19
Item 2.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			20
Item 3.			Quantitative and Qualitative Disclosures About Market Risk			30
Item 4.			Controls and Procedures			30
Part II			OTHER INFORMATION			31
Item 1.			Legal Proceedings			31
Item 1A.			Risk Factors			31
Item 2.			Unregistered Sales of Equity Securities and Use of Proceeds			31
Item 5.			Other Information			31
Item 6.			Exhibits			32
Signatures			Signatures			33

GENERAL MATTERS

Certain Definitions

“We,” “us,” “our,” “Company,” and “Versant” refer to Versant Media Group, Inc., and its consolidated subsidiaries.

Rounding

Numerical information in this report is presented on a rounded basis using actual amounts. Minor differences in totals and percentage calculations may exist due to rounding.

3

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q 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. 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 risks and uncertainties discussed in this Quarterly Report on Form 10-Q under the caption entitled “Risk Factors” and in other reports we file with the U.S. Securities and Exchange Commission (“SEC”).

Our businesses may be affected by, among other things, changes in and/or risks associated with the following:

•the competitive environment;

•consumer behavior;

•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;

•personnel;

•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

•other risks described from time to time in reports and other documents we file with the SEC.

Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made, and involve risks and uncertainties that could cause actual events or our actual results to differ materially from those expressed in any such forward-looking statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or otherwise. The amount and timing of any dividends and share repurchases are subject to business, economic and other relevant factors.

4

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

VERSANT MEDIA GROUP, INC.

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF INCOME (UNAUDITED)

						Three Months Ended June 30,												Six Months Ended June 30,
						2026						2025						2026						2025
						(in millions, except per share data)
Revenue(a)						$	1,644					$	1,708					$	3,331					$	3,415
Costs and Expenses:
Costs of revenue (exclusive of depreciation and amortization)(a)						650						700						1,288						1,354
Selling, general and administrative						369						355						720						662
Depreciation and amortization						258						244						514						489
Total costs and expenses						1,277						1,298						2,522						2,505
Operating income						367						410						809						910
Interest expense						(52)						—						(105)						—
Investment and other income (loss), net						9						(1)						16						(1)
Income before income taxes						323						409						721						908
Income tax expense						(112)						(106)						(224)						(238)
Net income						211						303						497						670
Less: Net income attributable to noncontrolling interests						—						1						—						1
Net income attributable to Versant						$	211					$	302					$	497					$	669
Basic earnings per common share attributable to Versant shareholders						$	1.50					$	2.09					$	3.49					$	4.64
Diluted earnings per common share attributable to Versant shareholders						$	1.49					$	2.09					$	3.49					$	4.64

(a) Includes related party revenues totaling $276 million and $573 million, and related party costs of revenue totaling $273 million and $505 million, respectively, for the three and six months ended June 30, 2025.

See accompanying notes to condensed consolidated and combined financial statements, including Note 10 for related party transactions.

5

VERSANT MEDIA GROUP, INC.

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)

						Three Months Ended June 30,												Six Months Ended June 30,
						2026						2025						2026						2025
						(in millions)
Net income						$	211					$	303					$	497					$	670
Other comprehensive income, net of tax:
Currency translation adjustments, net of deferred taxes of $0 for each period						(1)						2						(2)						3
Gains on cash flow hedges, net of taxes of $2 million and $3 million, respectively, in the three months and six months ended June 30, 2026 and $0 in 2025						6						—						10						—
Comprehensive income						216						305						505						673
Less: Net income attributable to noncontrolling interests						—						1						—						1
Less: Other comprehensive income attributable to noncontrolling interests						—						—						—						—
Comprehensive income attributable to Versant						$	216					$	304					$	505					$	672

See accompanying notes to condensed consolidated and combined financial statements, including Note 10 for related party transactions.

6

VERSANT MEDIA GROUP, INC.

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CASH FLOWS (UNAUDITED)

						Six Months Ended June 30,
						2026						2025
						(in millions)
Operating Activities
Net income						$	497					$	670
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization						514						489
Share-based compensation						33						14
Noncash interest expense						5						—
Net loss on investment activity and other						2						2
Deferred income taxes						(110)						(67)
Changes in operating assets and liabilities:
Current and noncurrent receivables, net						(523)						(22)
Content costs, net						68						64
Accounts payable						105						(13)
Other operating assets and liabilities						376						(24)
Net cash provided by operating activities						967						1,113
Investing Activities
Capital expenditures						(59)						(63)
Acquisitions of businesses and investments						(199)						—
Proceeds from sale of business						140						—
Other						—						(14)
Net cash used in investing activities						(119)						(77)
Financing Activities
Proceeds from borrowings						1,973						—
Repurchases of common stock under repurchase program and employee plans						(200)						—
Dividends paid						(53)						—
Net transfers to Comcast						(2,250)						(1,028)
Settlement payment from NBCUniversal						70						—
Other						(2)						(12)
Net cash used in financing activities						(462)						(1,040)
Increase (decrease) in cash, cash equivalents and restricted cash						386						(4)
Cash and cash equivalents and restricted cash, beginning of year						1,092						8
Cash and cash equivalents, end of period						$	1,478					$	4

See accompanying notes to condensed consolidated and combined financial statements, including Note 10 for related party transactions.

7

VERSANT MEDIA GROUP, INC.

CONDENSED CONSOLIDATED AND COMBINED BALANCE SHEETS (UNAUDITED)

						June 30,						December 31,
						2026						2025
						(in millions, except share data)
Assets
Current Assets:
Cash and cash equivalents						$	1,478					$	55
Restricted cash						—						1,034
Receivables, net						1,326						1,151
Assets held for sale						—						196
Other current assets						133						66
Total current assets						2,937						2,502
Content costs						587						539
Investments						248						214
Property and equipment, net of accumulated depreciation of $632 million and $615 million						441						423
Intangible assets, net of accumulated amortization of $9,163 million and $8,848 million						499						924
Goodwill						7,804						7,611
Other noncurrent assets, net						224						120
Total assets						$	12,740					$	12,333
Liabilities and Equity
Current Liabilities:
Accounts payable						$	268					$	151
Deferred revenue						83						163
Accrued content obligations						245						105
Accrued employee costs						100						62
Current portion of long-term debt						113						—
Accrued expenses and other current liabilities						425						141
Total current liabilities						1,234						622
Deferred income taxes						110						191
Noncurrent content obligations						68						72
Long-term debt						2,841						983
Other noncurrent liabilities						263						63
Commitments and contingencies
Equity:
Preferred stock, no par value — authorized 20 million shares; none issued as of June 30, 2026						—						—
Class A common stock, $0.01 par value — authorized 7.5 billion shares; issued and outstanding 138,773,682 shares as of June 30, 2026						1						—
Class B common stock, $0.01 par value — authorized 75 million shares; issued and outstanding 377,775 shares as of June 30, 2026						—						—
Additional paid-in capital						7,723						—
Retained earnings						388						—
Net Comcast investment						—						10,299
Accumulated other comprehensive income (loss)						1						(7)
Total equity attributable to Versant						8,114						10,292
Noncontrolling interests						111						110
Total equity						8,224						10,402
Total liabilities and equity						$	12,740					$	12,333

See accompanying notes to condensed consolidated and combined financial statements, including Note 10 for related party transactions.

8

VERSANT MEDIA GROUP, INC.

CONDENSED CONSOLIDATED AND COMBINED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED)

						Common Stock (a)												Additional						Retained						Net Comcast												Noncontrolling						Total
						Shares						Amount						Paid-in Capital						Earnings						Investment						AOCI(b)						Interests						Equity
						(in millions, except share amounts which are in thousands)
Balance as of March 31, 2026						141,482						$	1					$	7,806					$	231					$	—					$	(4)					$	110					$	8,145
Share-based compensation						45						—						15						—						—						—						—						15
Repurchases of common stock						(2,375)						—						(101)						—						—						—						—						(101)
Dividends ($0.375 per common share)						—						—						—						(54)						—						—						—						(54)
Net income						—						—						—						211						—						—						—						211
Other comprehensive income						—						—						—						—						—						5						—						5
Other						—						—						3						—						—						—						—						3
Balance as of June 30, 2026						139,151						$	1					$	7,723					$	388					$	—					$	1					$	111					$	8,224
Balance as of January 1, 2026						—						$	—					$	—					$	—					$	10,299					$	(7)					$	110					$	10,402
Separation-related transactions						—						—						—						—						(2,408)						—						—						(2,408)
Issuance of common stock upon Separation						144,169						1						7,890						—						(7,891)						—						—						—
Share-based compensation						52						—						32						—						—						—						—						32
Repurchases of common stock						(5,069)						—						(202)						—						—						—						—						(202)
Dividends ($0.750 per common share)						—						—						—						(109)						—						—						—						(109)
Net income						—						—						—						497						—						—						—						497
Other comprehensive income						—						—						—						—						—						8						—						8
Other						—						—						3						—						—						—						—						3
Balance as of June 30, 2026						139,151						$	1					$	7,723					$	388					$	—					$	1					$	111					$	8,224
						Common Stock (a)												Additional						Retained						Net Comcast												Noncontrolling						Total
						Shares						Amount						Paid-in Capital						Earnings						investment						AOCI(b)						interests						Equity
						(in millions, except share amounts which are in thousands)
Balance as of March 31, 2025						—						$	—					$	—					$	—					$	10,723					$	(8)					$	119					$	10,834
Transactions with Comcast, net						—						—						—						—						(562)						—						—						(562)
Net income						—						—						—						—						302						—						1						303
Other comprehensive income						—						—						—						—						—						2						—						2
Balance as of June 30, 2025						—						$	—					$	—					$	—					$	10,463					$	(5)					$	120					$	10,577
Balance as of January 1, 2025						—						$	—					$	—					$	—					$	10,805					$	(8)					$	118					$	10,915
Transactions with Comcast, net						—						—						—						—						(1,011)						—						—						(1,011)
Net income						—						—						—						—						669						—						1						670
Other comprehensive income						—						—						—						—						—						3						—						3
Balance as of June 30, 2025						—						$	—					$	—					$	—					$	10,463					$	(5)					$	120					$	10,577

(a) Includes Class A and Class B common stock

(b) Accumulated other comprehensive income (loss)

See accompanying notes to condensed consolidated and combined financial statements, including Note 10 for related party transactions.

9

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 in four 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, and GolfNow.

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 5). 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 10). 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.

10

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 in one 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.

11

Note 2. Revenue

						Three Months Ended June 30,												Six Months Ended June 30,
						2026						2025						2026						2025
						(in millions)
Linear distribution						$	954					$	1,017					$	1,959					$	2,103
Advertising						423						425						791						814
Platforms						225						223						417						398
Content licensing and other						43						43						164						100
Total revenue						$	1,644					$	1,708					$	3,331					$	3,415

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 $246 million as of June 30, 2026, which will be recognized over the next 5 years.

Balance Sheets

						June 30,						December 31,
						2026						2025
						(in millions)
Receivables, gross						$	1,328					$	1,161
Less: Allowance for credit losses						2						10
Receivables, net						$	1,326					$	1,151

Our most significant accounts receivable balances relate to our linear distribution agreements with large multichannel video providers. As of June 30, 2026 and December 31, 2025, our ten largest multichannel video provider customers accounted for approximately 54% and 56%, respectively, of our total accounts receivable.

As of June 30, 2026 and December 31, 2025, the gift card liability for our movie ticket platform was $44 million and $51 million, respectively, including $30 million and $36 million in accrued expenses and other current liabilities, respectively, with the remainder presented in other noncurrent liabilities. Revenue recorded related to breakage on these gift cards was $3 million and $6 million for the three and six months ended June 30, 2026, respectively, and $1 million and $7 million for the three and six months ended June 30, 2025, respectively.

Note 3. Costs of Revenue

						Three Months Ended June 30,												Six Months Ended June 30,
						2026						2025						2026						2025
						(in millions)
Programming and production						$	522					$	573					$	1,041					$	1,120
Other						128						127						247						234
Total costs of revenue						$	650					$	700					$	1,288					$	1,354

12

Programming and Production Costs

						Three Months Ended June 30,												Six Months Ended June 30,
						2026						2025						2026						2025
						(in millions)
Licensed, including sports rights						$	345					$	343					$	647					$	662
Owned						177						230						394						458
Total programming and production costs						$	522					$	573					$	1,041					$	1,120

Capitalized Content Costs

						June 30,						December 31,
						2026						2025
						(in millions)
Licensed, including sports advances						$	498					$	436
Owned:
In production and in development						24						30
Released, less amortization						65						73
						89						103
Content costs						$	587					$	539

Note 4. Goodwill

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

						June 30, 2026
						(in millions)
Goodwill balance as of December 31, 2025						$	7,611
Acquisitions						193
Goodwill balance as of June 30, 2026						$	7,804

See Note 9 for additional information relating to acquisitions completed during the six months ended June 30, 2026.

Note 5. Debt Obligations

			June 30,						December 31,
			2026						2025
			(in millions)
7.250% Senior Secured Notes due 2031 (“Senior Notes”)			$	1,000					$	1,000
Term Loan A Facility			1,000						—
Term Loan B Facility			1,000						—
Unamortized debt issuance costs and discounts, net			(46)						(17)
Total long-term debt			2,954						983
Less: current portion of long-term debt, net			113						—
Long-term debt, net of current portion			$	2,841					$	983

The estimated fair value of our long-term debt obligations was $3.03 billion and $1.03 billion as of June 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.

13

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 June 30, 2026 totaled $60 million in 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 June 30, 2026, no events of default have occurred under these facilities.

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 June 30, 2026, the notional amount of these derivatives was $1.0 billion, and the fair values totaled $13 million, of which $5 million was recorded within other current assets and the remainder within other noncurrent assets in our consolidated balance sheet as of June 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 six months ended June 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 6. 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 second quarter of 2026, we recorded a right of use asset of $75 million and current and noncurrent liabilities of $2 million and $72 million, respectively, which were recognized based on the present value of the future minimum lease payments over the lease term, excluding optional periods, using our incremental borrowing rate at lease commencement date of 7.4%. The right of use asset and liability associated with additional leased space that we took possession of in the third quarter is $33 million, which had not yet been recorded as of June 30, 2026.

As of June 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 $3 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

14

operations, cash flows or financial position, any such legal proceedings or claims could be time-consuming and injure our reputation.

Note 7. 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 into one share of Class A common stock.

Dividends

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 to shareholders of record as of the close of business on July 1, 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.

Share Repurchases

Repurchases of common stock include shares repurchased in open market transactions and a $100 million accelerated share repurchase (“ASR”) program with a financial institution, which was executed and settled during the three months ended June 30, 2026. The ASR was accounted for as an equity transaction and the number of shares purchased was based on the volume-weighted average share price of our common stock over the term of the ASR agreement less a discount.

Accumulated Other Comprehensive Income (loss)

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

15

						Currency Translation Adjustments						Cash Flow Hedges						Total AOCI
						(in millions)
Balance as of December 31, 2025						$	(7)					$	—					$	(7)
Accumulated other comprehensive income before reclasses, net of taxes						(2)						11						9
Reclasses from accumulated other comprehensive income, net of taxes						—						(1)						(1)
Balance as of June 30, 2026						$	(9)					$	10					$	1

Weighted-Average Common Shares Outstanding

						Three Months Ended June 30,												Six Months Ended June 30,
						2026						2025(a)						2026						2025(a)
						(in thousands)
Weighted-average number of common shares outstanding - basic (b)						140,709						144,169						142,223						144,169
Effect of dilutive securities						591						—						311						—
Weighted-average number of common shares outstanding - diluted (b)						141,300						144,169						142,534						144,169
Weighted average antidilutive securities						1,071						—						1,545						—

__________________________________

(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 8) 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 8. 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 June 30, 2026, 16,105,143 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 six months ended June 30, 2026, we granted RSUs to eligible employees, which vest ratably over a three-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.

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Performance Stock Units

During the six months ended June 30, 2026, we also granted performance stock units (“PSUs”) to certain of our senior executives, which vest at the end of a three-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 six months ended June 30, 2026 were estimated using a weighted average expected volatility of 30.3% and a weighted average risk-free interest rate of 3.8%. 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.

						Three Months Ended June 30,												Six Months Ended June 30,
						2026						2025						2026						2025
						(in millions)
Share-based compensation expense						$	16					$	10					$	33					$	14

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

						RSUs												PSUs (a)
						Number of Shares						Weighted-Average Grant Date Fair Value						Number of Shares						Weighted-Average Grant Date Fair Value
Converted at Separation (b)						1,561,168						$	55.68					—						$	—
Granted						2,025,811						$	36.11					892,018						$	38.36
Vested						82,818						$	54.72					—						$	—
Forfeited						37,577						$	42.24					—						$	—
Outstanding - June 30, 2026						3,466,584						$	44.40					892,018						$	42.21

_________________________________________

(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 June 30, 2026, unrecognized compensation expense related to unvested RSUs was $116 million, and is expected to be recognized over a weighted-average period of approximately 2.7 years. As of June 30, 2026, unrecognized compensation expense related to unvested PSUs is based on the number of PSUs presented in the table above and was $32 million, which is expected to be recognized over a weighted-average period of approximately 2.5 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.

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Note 9. Additional Financial Information

Supplemental Cash Flow Information

						June 30,						December 31,
						2026						2025
						(in millions)
Cash and cash equivalents						$	1,478					$	55
Restricted cash						—						1,034
Assets held for sale						—						3
Total cash and cash equivalents and restricted cash on statement of cash flows						$	1,478					$	1,092

During the six months ended June 30, 2026, we made cash payments for interest of $62 million and cash payments for income taxes of $208 million. As of June 30, 2026, income taxes payable was $127 million, which is reflected in accrued expenses and other current liabilities.

Acquisitions

During the six months ended June 30, 2026, we acquired businesses with aggregate purchase consideration of $215 million, which included cash of $170 million and estimated contingent consideration of approximately $46 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 six months ended June 30, 2026.

Divestiture

During the six months ended June 30, 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 three and six months ended June 30, 2026, we recognized pre-tax losses of $20 million and $39 million, respectively, in connection with the divestiture, which were recorded within depreciation and amortization expense in our condensed consolidated statement of operations. As a result of the divestiture, 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 three and six months ended June 30, 2026 by 9.5% and 4.3%, respectively.

Note 10. Related Parties

Prior to the Separation, our transactions with Comcast and its subsidiaries were considered related party transactions. Following 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

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occurred prior to our Separation, and are included in the condensed combined financial statements for the three and six months ended June 30, 2025 and as of December 31, 2025.

Sales to related parties were $276 million and $573 million for the three and six months ended June 30, 2025, respectively. Accounts receivable due for these transactions were $123 million as of December 31, 2025.

Costs of revenue from related parties were $193 million and $354 million for the three and six months ended June 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 $5 million for the three and six months ended June 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 six months ended June 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 June 30, 2025, amounts recorded in cost of revenue and selling, general and administrative expenses for these services were $79 million and $223 million, respectively. For the six months ended June 30, 2025, amounts recorded in cost of revenue and selling, general and administrative expenses for these services were $152 million and $459 million, respectively.

Note 11. Subsequent Events

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.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

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.”

Overview

We are a media and entertainment business that operates in four core markets: political news and opinion, business news and personal finance, golf, and sports and genre entertainment. We serve these markets primarily through a strong portfolio of brands comprised of renowned networks and complementary digital platforms.

The following is a summary of our financial performance:

•Revenue of $1.64 billion and $1.71 billion for the three months ended June 30, 2026 and 2025, respectively, and $3.33 billion and $3.41 billion for the six months ended June 30, 2026 and 2025, respectively.

•Net income attributable to Versant of $211 million and $302 million for the three months ended June 30, 2026 and 2025, respectively, and $497 million and $669 million for the six months ended June 30, 2026 and 2025, respectively.

•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.

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

Recent Events and Factors Affecting Results of Operations and Comparability

Separation and Transition to Standalone Company

Versant became a standalone public company following the Separation from Comcast on January 2, 2026. We have incurred and will continue to incur incremental costs related to operating as a public company, including external reporting, internal audit, treasury, investor relations, board of directors, and stock administration, and expanding the services of existing functions such as information technology, finance, supply chain, human resources, legal, tax, facilities and insurance. These costs are higher than operating costs in our combined financial statements for periods prior to the Separation, which were generally allocated on a pro rata basis using an applicable measure of revenue. Accordingly, the combined financial statements for periods prior to the Separation do not reflect our results of operations, financial position, and cash flows had we been a separate, standalone company during those historical periods. See Note 1 to our consolidated and combined financial statements for additional information on the basis of presentation of the financial statements included in this report.

In connection with the Separation, we incurred approximately $3.0 billion of debt, including our Senior Notes and Term Loans (see Note 5). A portion of the proceeds from these borrowings were used to fund a cash payment to Comcast of $2.25 billion.

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Acquisition

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.

Divestiture

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.

Key Factors Affecting Our Business

We believe the key business and marketplace factors that are impacting our business include the following:

•Consumer Demand for Cable Television. The amount of revenue we earn from multichannel video programming distributors (“MVPDs”) for the distribution of our networks has declined in recent years, primarily reflecting ongoing declines in MVPD subscriber levels due to evolving consumer preferences for consuming video content, and is expected to continue to decline in the future. As a result of these trends, we expect that our future success will depend on, among other things, our ability to compete with alternative content distribution platforms, our success in reaching new audiences by extending our content offerings through new distribution outlets, and our continued ability to distribute our networks on MVPDs on favorable terms.

•Advertising. We derive significant revenue from selling advertising on our networks, and have experienced in recent years, and expect to continue to experience, declines in advertising revenue caused by changes in advertiser priorities primarily due to increased competition for the leisure time of viewers and increased audience fragmentation primarily from greater use of streaming and digital platforms (all of which we expect will continue in the foreseeable future), as well as by cyclical factors, such as election cycles and the timing of sporting events and macroeconomic conditions. In addition, lower audience ratings and reduced viewership, which our networks have experienced, and likely will experience in the future, affect pricing and the willingness of advertisers to purchase advertising.

•Growth of Digital Platforms. Our digital platforms generate revenue from selling advertising, providing services directly to consumers and selling cloud-based technology and related services. The growth of digital platforms continues to be shaped by evolving consumer behavior and broader macroeconomic conditions, including changes in consumer spending patterns, concerns about data privacy and evolving preferences for digital engagement through websites and mobile applications. Our revenue from our digital platforms has grown in recent years, and we expect that it will continue to grow as we invest in this growing portion of our business.

•Competition for Programming. The market for programming has been, and we expect will continue to be, very competitive. In recent years, sports programming in particular has become significantly more competitive and expensive. We expect to continue to devote significant resources to acquire sports programming in the future, and our ability to continue to provide compelling content will be vital to our success.

•Impact of Macroeconomic Conditions. A substantial portion of our revenue is impacted by consumer spending patterns, which are affected by prevailing economic conditions. Downturns in global economic conditions have in the past, and may in the future, negatively affect the spending patterns of consumers and, as a result, our current and potential customers, advertisers, vendors and others with whom we do business.

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•Brand Value and Reputation. Our brand image, awareness and reputation strengthen our relationship with our audiences and can be important drivers of consumer and advertiser engagement. We are establishing the Versant brand as a standalone public company and elevated public scrutiny, geopolitical tensions and rapid consumer reaction have heightened reputational concerns.

We evaluate these and other factors as we develop and execute our strategies.

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Operating Results

						Three Months Ended June 30,												Change						Six Months Ended June 30,												Change
						2026						2025						%						2026						2025						%
						( dollars in millions, except per share data)
Revenue						$	1,644					$	1,708					(3.8)		%				$	3,331					$	3,415					(2.4)		%
Costs and Expenses:
Costs of revenue (exclusive of depreciation and amortization)						650						700						(7.1)		%				1,288						1,354						(4.9)		%
Selling, general and administrative						369						355						4.0		%				720						662						8.8		%
Depreciation and amortization						258						244						5.8		%				514						489						5.1		%
Total costs and expenses						1,277						1,298						(1.6)		%				2,522						2,505						0.7		%
Operating income						367						410						(10.6)		%				809						910						(11.0)		%
Interest expense						(52)						—						NM						(105)						—						NM
Investment and other income (loss), net						9						(1)						NM						16						(1)						NM
Income before income taxes						323						409						(21.1)		%				721						908						(20.6)		%
Income tax expense						(112)						(106)						5.0		%				(224)						(238)						(6.1)		%
Net income						211						303						(30.3)		%				497						670						(25.8)		%
Less: Net income attributable to noncontrolling interests						—						1						(92.2)		%				—						1						(72.5)		%
Net income attributable to Versant						$	211					$	302					(30.1)		%				$	497					$	669					(25.7)		%
Basic earnings per common share attributable to Versant shareholders						$	1.50					$	2.09					(28.2)		%				$	3.49					$	4.64					(24.8)		%
Diluted earnings per common share attributable to Versant shareholders						$	1.49					$	2.09					(28.7)		%				$	3.49					$	4.64					(24.8)		%
Adjusted EBITDA(a)						$	624					$	685					(8.9)		%				$	1,328					$	1,442					(7.9)		%

Percentage changes that are considered not meaningful are denoted with NM.

(a) Adjusted EBITDA is a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” for additional information, including our definition and our use of Adjusted EBITDA, and for a reconciliation from net income attributable to Versant to Adjusted EBITDA.

Revenue

						Three Months Ended June 30,												Change						Six Months Ended June 30,												Change
						2026						2025						%						2026						2025						%
						(dollars in millions)
Revenue
Linear distribution						$	954					$	1,017					(6.3)		%				$	1,959					$	2,103					(6.8)		%
Advertising						423						425						(0.6)		%				791						814						(2.8)		%
Platforms						225						223						0.8		%				417						398						4.8		%
Content licensing and other						43						43						(0.6)		%				164						100						63.4		%
Total revenue						$	1,644					$	1,708					(3.8)		%				$	3,331					$	3,415					(2.4)		%

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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.

We expect to experience continued declines in the number of subscribers and linear distribution revenue, as further discussed in “Key Factors Affecting Our Business.”

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.

We may experience declines in advertising revenues in future periods as a result of the trends discussed in “Key Factors Affecting Our Business.”

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.

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.

Costs and Expenses

Costs of Revenue

						Three Months Ended June 30,												Change						Six Months Ended June 30,												Change
						2026						2025						%						2026						2025						%
						(dollars in millions)
Cost of revenue
Programming and production						$	522					$	573					(8.9)		%				$	1,041					$	1,120					(7.0)		%
Other						128						127						1.0		%				247						234						5.4		%
Total costs of revenue						$	650					$	700					(7.1)		%				$	1,288					$	1,354					(4.9)		%

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.

Programming and production costs are our most significant costs of revenue and are further discussed in “Key Factors Affecting Our Business” above.

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.

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Selling, General and Administrative Expense

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.

Prior to the Separation, our combined financial statements reflected direct costs, and allocations of indirect costs for administrative functions and services performed on our behalf by centralized functions within Comcast and allocations of costs for the use of shared assets, allocated on a pro rata basis using an applicable measure based on revenue applied to the relevant pool of costs. As such, our historical costs were not representative of our operating costs as a standalone company following the Separation.

Depreciation and Amortization Expense

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.

Interest Expense

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.

Investment and Other Income, Net

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.

Income Tax Expense

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).

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Non-GAAP Financial Measures

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure and is a key measure used to assess the operational strength and performance of our business, as well as to assist in the evaluation of underlying trends in our business. This measure eliminates the significant level of noncash depreciation and amortization expense that results from property and equipment and intangible assets recognized in business combinations. It is also unaffected by our capital and tax structures, and by our investment activities, including the impacts of entities that we do not consolidate, as our management excludes these results when evaluating our operating performance. Our management and Board of Directors use this financial measure to evaluate our operating performance and to allocate resources. It is also a significant performance measure in our annual incentive compensation programs. Additionally, we believe that Adjusted EBITDA is useful to investors because it is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure of Adjusted EBITDA may not be directly comparable to similar measures used by other companies.

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.

We reconcile Adjusted EBITDA to net income attributable to Versant. This measure should not be considered a substitute for operating income (loss), net income (loss), net income (loss) attributable to Versant, or net cash provided by operating activities that we have reported in accordance with GAAP.

Reconciliation from Net Income Attributable to Versant to Adjusted EBITDA

						Three Months Ended June 30,												Six Months Ended June 30,
						2026						2025						2026						2025
						(in millions)
Net income attributable to Versant						$	211					$	302					$	497					$	669
Net income attributable to noncontrolling interests						—						1						—						1
Income tax expense						112						106						224						238
Investment and other (income) loss, net						(9)						1						(16)						1
Interest expense						52						—						105						—
Depreciation and amortization						258						244						514						489
Adjustments(a)						—						32						5						44
Adjusted EBITDA						$	624					$	685					$	1,328					$	1,442

__________________

(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.

						Three Months Ended June 30,												Six Months Ended June 30,
						2026						2025						2026						2025
						(in millions)												(in millions)
Transaction costs						$	—					$	16					$	2					$	27
Transaction-related costs						—						16						3						17
Total transaction and transaction-related costs						$	—					$	32					$	5					$	44

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Liquidity and Capital Resources

			June 30,						December 31,
			2026						2025
			(in millions)
Cash and cash equivalents			$	1,478					$	55
Restricted cash			$	—					$	1,034
Total long-term debt			$	2,954					$	983

We generate significant cash flows from operating activities. Prior to the Separation, we operated within Comcast’s cash management structure, which used a centralized approach to cash management and financing of our operations. This arrangement is not reflective of the manner in which we would have financed our operations had we been an independent, publicly traded company prior to the Separation.

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.

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.

At the time of the Separation, a portion of the proceeds from our borrowings, including the restricted cash on our balance sheet as of December 31, 2025, was used to fund a cash payment to Comcast of $2.25 billion as consideration for assets that were contributed to us in connection with the Separation. We also received a separate $70 million payment from NBCUniversal in connection with the Separation. Certain net working capital amounts, including outstanding advertising sales receivables, were retained by Comcast following the Separation, which negatively impacted net cash provided by operating activities in 2026.

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.

We expect to utilize our cash flows to continue to invest across our business, whether through organic or inorganic growth strategies, as well as to repay our indebtedness over time and return value to our shareholders through dividends and repurchases of our common stock.

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Cash Flow Information

			Six Months Ended June 30,
			2026						2025
			(in millions)
Net cash provided by operating activities			$	967					$	1,113
Net cash used in investing activities			$	(119)					$	(77)
Net cash used in financing activities			$	(462)					$	(1,040)

Cash Provided by Operating Activities

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.

As described above, prior to the Separation, we participated in Comcast’s centralized cash management process, and as a result, our results for the six months ended June 30, 2026 are not comparable to the amounts and timing of operating receipts and payments for the six 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.

Cash Used in Investing Activities

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.

Cash Used in Financing Activities

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.

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.

Under the 2026 Share Repurchase Program, repurchases can be made using a variety of methods, which may include open market purchases, block trades, privately negotiated transactions, accelerated share repurchase programs and/or Rule 10b5-1 or other non-discretionary trading plans. The timing, manner, price, and amount of any common share

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repurchases under the 2026 Share Repurchase Program are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price, and economic and market conditions. The 2026 Share Repurchase Program does not obligate the Company to acquire any specific number of common shares, and the program may be suspended, extended, modified or discontinued at any time.

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.

Contractual Obligations

In May 2026, we entered into an amended lease agreement for corporate offices in New York City, New York. See Note 6 for additional information.

See the disclosure under the “Contractual Obligations” caption within the “Liquidity and Capital Resources” section of our Annual Report on Form 10-K for the year ended December 31, 2025 for information on our other material cash obligations.

Critical Accounting Estimates

The preparation of our condensed consolidated and combined financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and contingent liabilities. We base our judgments on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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.

Recently Adopted and Recently Issued Accounting Pronouncements

See Note 1 to the condensed consolidated and combined financial statements for recently issued and recently adopted accounting standards.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Our exposure to market risk primarily relates to interest rate changes on our debt obligations.

Interest Rate Risk

Our debt obligations consist of our $1.0 billion in aggregate principal amount of 7.250% Senior Notes due in January 2031 and $2.0 billion of borrowings under Term Loans due January 2031, which bear interest at a benchmark rate plus a borrowing margin. As a result, we are exposed to market risk of adverse changes in interest rates related to these arrangements.

In order to manage the cost and volatility relating to the interest cost of our variable rate debt, we use interest rate risk management derivative transactions in accordance with our policy. We do not engage in any speculative or leveraged derivative transactions. During the first quarter of 2026, we entered into interest rate swaps with a notional amount of $1.0 billion, which effectively converted a portion of our variable-rate borrowings to fixed rates. These interest rate swaps have been designated as cash flow hedges. The effect of our interest rate derivative financial instruments on our consolidated interest expense for the three and six months ended June 30, 2026 was not material.

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 and approximately 33% remained variable. The impact of a 100 basis point change in interest rates affecting our floating rate debt would result in a change in our interest expense, including the effects of our interest rate swap agreements, of approximately $3 million and $5 million for the three and six months ended June 30, 2026.

Counterparty Credit Risk Management

We manage the credit risks associated with our derivative financial instruments through diversification and evaluation and monitoring of creditworthiness of counterparties. Although we may be exposed to losses in the event of nonperformance by counterparties, we do not expect such losses, if any, to be significant. As of June 30, 2026, we were not required to post collateral under the terms of our agreements, nor did we hold any collateral under the terms of our agreements.

Item 4. Controls and Procedures

Management’s Discussion of Financial Responsibility

Under the supervision and with the participation of our senior management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of June 30, 2026. Based on this evaluation, our CEO and CFO concluded that as of June 30, 2026, our disclosure controls and procedures were effective such that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Prior to the Separation, we relied on certain business processes and internal controls over financial reporting performed by Comcast. Upon the Separation, we assumed responsibility for these processes and internal controls, including those related to information technology, financial reporting, legal and corporate governance. We have also revised and adopted the necessary policies, procedures and processes to meet regulatory requirements of a standalone public company, which we will continue to assess to determine whether our internal controls over financial reporting are effective.

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Part II. OTHER INFORMATION

Item 1. Legal Proceedings

See Note 6 included in this Quarterly Report on Form 10-Q for a discussion of legal proceedings.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A. Risk Factors, in our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC on March 3, 2026.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities.

The table below summarizes Versant’s common stock repurchases during the three months ended June 30, 2026.

Period						Total Number of Shares Purchased						Average Price Paid per Share						Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs						Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs(a)
April 1-30, 2026						—						$	—					—						$	900,000,037
May 1-31, 2026						1,800,585						44.43						1,800,585						820,000,045
June 1-30, 2026						574,357						34.82						574,357						800,000,037
Total						2,374,942						$	42.11					2,374,942						$	800,000,037

(a) On March 3, 2026, the Company announced the 2026 Share Repurchase Program under which the Company is authorized to purchase up to $1 billion of its outstanding shares of Class A common stock, which has no expiration date. The 2026 Share Repurchase Program does not obligate the Company to acquire any particular number of shares, and the program may be suspended, extended, modified, or discontinued at any time. In May 2026, we entered into an accelerated share repurchase agreement (“ASR Agreement”) to repurchase $100 million of our Class A common stock under our 2026 Share Repurchase Program. Pursuant to the ASR Agreement, we repurchased 2,374,942 shares of our Class A common stock, based on the volume-weighted average share price of our Class A common stock over the term of the ASR agreement, less a discount. In August 2026, the Company announced that it expects to enter into a new $100 million accelerated share repurchase agreement commencing on August 7, 2026.

Item 5. Other Information

During the quarter ended June 30, 2026, no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).

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Item 6. Exhibits

Exhibit No.						Description
3.1						Amended and Restated Articles of Incorporation of Versant Media Group Inc. (incorporated by reference to Exhibit 3.1 to Versant’s Current Report on Form 8-K filed on January 5, 2026).
3.2						Amended and Restated Bylaws of Versant Media Group Inc. (incorporated by reference to Exhibit 3.1 to Versant’s Current Report on Form 8-K filed on January 7, 2026).
31.1						Certification of the Registrant’s Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2						Certification of the Registrant’s Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1						Certifications of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101						The following financial statements from Versant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the Securities and Exchange Commission on August 6, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (1) the Condensed Consolidated and Combined Statements of Income; (2) the Condensed Consolidated and Combined Statements of Comprehensive Income; (3) the Condensed Consolidated and Combined Statements of Cash Flows; (4) the Condensed Consolidated and Combined Balance Sheets; (5) the Condensed Consolidated and Combined Statement of Changes in Equity; and (6) the Notes to the Condensed Consolidated and Combined Financial Statements.
104						Cover Page Interactive Data File (embedded within the iXBRL document)

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Table of Contents

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

									VERSANT MEDIA GROUP, INC.
Date: August 6, 2026			By:						/s/ Anand M. Kini
			Name:						Anand M. Kini
			Title:						Chief Financial Officer and Chief Operating Officer

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