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Versant Media (VSNT) Q1 2026 posts $1.69B revenue and $558M Free Cash Flow

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Versant Media Group reported first quarter 2026 revenue of $1.69 billion, down 1.1% from $1.71 billion a year earlier. Linear distribution revenue fell 7.3% and advertising declined 5.2%, while Platforms revenue grew 9.5% and content licensing more than doubled, helped by a large "Keeping Up with the Kardashians" deal.

Net income attributable to Versant was $286 million, down 22.1% from $367 million, reflecting lower revenue, higher public company and interest costs after its separation from Comcast, partly offset by lower taxes. Adjusted EBITDA was $704 million, down 7.0% year over year, but up 4.8% versus prior-year Standalone Adjusted EBITDA, supported by lower programming and SG&A expenses.

Versant generated $585 million of operating cash flow and $558 million of Free Cash Flow. The company returned $100 million through repurchasing about 2.69 million Class A shares, declared quarterly dividends of $0.375 per share, and announced a planned $100 million accelerated share repurchase starting May 15, 2026. Total assets were $12.5 billion with $1.19 billion of cash and $2.95 billion of total debt as of March 31, 2026.

Positive

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Insights

Versant’s first post-spin quarter shows modest revenue pressure but solid cash generation and active capital returns.

Versant Media delivered Q1 2026 revenue of $1.687 billion, down 1.1% year over year, as declines in linear distribution and advertising offset growth in Platforms and content licensing. Net income fell 22.1% to $286 million, affected by lower revenue and incremental public-company and interest costs after the January 2026 separation from Comcast.

Adjusted EBITDA of $704 million declined 7.0%, but management highlights a 4.8% increase versus prior-year Standalone Adjusted EBITDA, reflecting lower programming and selling, general and administrative expenses. Free Cash Flow of $558 million on $585 million of operating cash flow demonstrates strong cash conversion in the early standalone period.

Capital allocation is notable: Versant repurchased 2.69 million Class A shares for $100 million, declared two quarterly dividends of $0.375 per share, and announced a planned $100 million accelerated share repurchase to commence on May 15, 2026. Total debt of about $2.95 billion and cash of $1.19 billion frame the balance sheet as the company invests in platforms like Fandango and GolfNow while returning capital.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Revenue $1,687 million Three months ended March 31, 2026; down 1.1% year over year
Net income attributable to Versant $286 million Q1 2026; down 22.1% versus Q1 2025
Adjusted EBITDA $704 million Q1 2026; 7.0% lower than prior-year quarter
Standalone Adjusted EBITDA $672 million Q1 2026; 4.8% higher than prior-year Standalone Adjusted EBITDA
Free Cash Flow $558 million Q1 2026; net cash from operating activities minus capital expenditures
Share repurchases $100 million / 2,694,125 shares Class A common stock repurchased in Q1 2026 under $1 billion authorization
Quarterly dividend $0.375 per share First and second quarterly cash dividends declared for 2026
Cash and debt $1,193 million cash; $2,952 million debt Cash and equivalents plus current and long-term debt as of March 31, 2026
Adjusted EBITDA financial
"Adjusted EBITDA of $704 million decreased 7.0% compared to the prior year quarter."
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.
Standalone Adjusted EBITDA financial
"Compared to Standalone Adjusted EBITDA in the prior year quarter, Adjusted EBITDA increased 4.8%."
Standalone adjusted EBITDA is a measure of a single business unit’s operating profit before interest, taxes, depreciation and amortization, after removing one‑time items and other adjustments to show recurring performance. For investors it isolates the unit’s core cash‑generating ability — like checking a car’s steady miles per gallon after ignoring one‑off detours and tow loads — making it easier to compare performance over time and across peers.
Free Cash Flow financial
"Net cash provided by operating activities was $585 million and Free Cash Flow2 was $558 million in the first quarter of 2026."
Free cash flow is the amount of money a company has left over after paying all its expenses and investing in its business, like buying equipment or updating facilities. It shows how much cash is available to reward shareholders, pay down debt, or save for future growth. This helps investors understand if a company is financially healthy and able to grow.
accelerated share repurchase agreement financial
"The Company today announced that it expects to enter into a $100 million accelerated share repurchase agreement (“ASR Agreement”),"
An accelerated share repurchase agreement is a deal where a company quickly buys back its own shares by paying a financial institution up front, while the institution delivers shares it borrows and settles the exact quantity later based on market prices. For investors this matters because it immediately reduces the number of shares outstanding and can boost per-share earnings, change cash and leverage levels, and signal management’s view on the stock’s value.
Separation financial
"our separation from Comcast on January 2, 2026 (the "Separation") included in this report,"
non-GAAP financial measure financial
"Adjusted EBITDA presented in this release is a non-GAAP financial measure."
A non-GAAP financial measure is a way companies present their financial results that excludes certain expenses or income to show how they believe their core business is performing. It matters because it can give a clearer picture of how the company is really doing, but it can also be used to make results look better than they actually are.
Revenue $1,687 million -1.1% year over year
Net income attributable to Versant $286 million -22.1% year over year
Adjusted EBITDA $704 million -7.0% year over year
Free Cash Flow $558 million
0002067876FALSE00020678762026-03-032026-03-03


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 14, 2026

Versant Media Group, Inc.
(Exact name of registrant
as specified in its charter)
Pennsylvania
001-42856
39-2087186
(State or other jurisdiction of incorporation)(Commission File Number)
(IRS Employer Identification No.)
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
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, $0.01 par value
VSNT
The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
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.  






Item 2.02. Results of Operations and Financial Condition
     
On May 14, 2026, Versant Media Group, Inc (“Versant”) issued a press release reporting its financial results and the results of its operations for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 7.01. Regulation FD Disclosure.

In addition, Versant also posted certain supplemental financial information on its website. A copy of this supplemental financial information is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

The information being furnished pursuant to Item 2.02, including Exhibit 99.1, and Item 7.01, including Exhibit 99.2, of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liability of that section, and shall not be incorporated by reference into any other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


Item 9.01. Financial Statements and Exhibits

Exhibit Number
Description
99.1
First Quarter 2026 Earnings Press Release dated May 14, 2026
99.2
Supplemental Financial Information
104Cover Page Interactive Data File (embedded within the Inline XBRL document)




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 hereunto duly authorized.

VERSANT MEDIA GROUP, INC
Date:
May 14, 2026
By:/s/ Anand M. Kini
Name:
Anand M. Kini
Title:
Chief Financial Officer and Chief Operating Officer








  versant_wordmarkxrgbxbwxco.jpg
Versant Media Reports First Quarter 2026 Operating and Financial Results

Revenue of $1.69 Billion
Net Income Attributable to Versant of $286 Million
Adjusted EBITDA of $704 Million1
Repurchased $100 Million Class A Shares Under $1 Billion Repurchase Authorization
Declared Second Quarterly Cash Dividend of $0.375 Per Share
Announced Planned $100 Million Accelerated Share Repurchase Transaction

NEW YORK, NY – May 14, 2026. Versant Media Group, Inc. (Nasdaq: VSNT) (the “Company”) today reported operating and financial results for the first quarter of 2026. The Company delivered strong results in the first quarter of 2026, driven by continued growth in its Platforms business and disciplined execution across its portfolio.

“Our first quarter as an independent company marks an important milestone for Versant and reflects a solid start to the year,” said Mark Lazarus, Chief Executive Officer. “From day one, our teams have operated with urgency and delivered strong financial results, exceptional audience engagement, and impressive momentum in our Platforms business. We are executing our strategy by extending the reach of our brands, deepening our connection with audiences, and scaling our digital platforms. This performance across Platforms and our core brands reinforces our confidence in evolving the business over time and delivering long-term shareholder value.” Lazarus said.

“Our first quarter results demonstrate the durability of our operating model, with robust profitability and Free Cash Flow generation,” said Anand Kini, Chief Financial Officer and Chief Operating Officer. “We are driving growth in our Platforms while maintaining a sharp focus on efficiency. Consistent with our disciplined capital allocation framework, we returned $100 million to shareholders during the quarter through share repurchases under our existing authorization and today declared our second quarterly cash dividend of $0.375 per share. This morning we also announced a planned $100 million accelerated share repurchase transaction, further underscoring our focus on returning capital to shareholders, while maintaining a strong balance sheet and investing to evolve our business.”



________________________________________________________________
1 Adjusted EBITDA presented in this release is a non-GAAP financial measure. Further information and reconciliation to the most comparable GAAP measure can be found under Table 4 below.


Business Highlights: In the first quarter of 2026, Versant executed against its strategic priorities: winning with premium content, extending the reach of its brands, and accelerating the growth of its digital platforms, driving continued progress across the business.

Business News and Personal Finance: CNBC built on its leadership in the quarter, highlighted by its coverage of the 56th World Economic Forum in Davos. Viewership among key demographics increased more than 50% during the week, delivering CNBC’s largest Davos audience in five years. The network also optimized its Business Day programming lineup, including the launch of “Morning Call,” and enhanced its digital capabilities with the acquisition of StockStory, an AI-driven financial insights platform supporting the next phase of its direct-to-consumer strategy.

Political News and Opinion: MS NOW delivered its most-watched quarter since 2024, with double-digit growth in total day and prime-time viewers across key demographics. In the first quarter, the network reached an average of over 30 million viewers weekly. Audiences watched an average of nine hours weekly, among the highest engagement across all television networks. This momentum extended to digital, where MS NOW delivered its strongest first quarter on record, generating over 1.6 billion views across YouTube and TikTok combined year-to-date, alongside continued growth in digital publishing and podcasts, with original podcast downloads up more than 60% year-over-year.

Golf: During the quarter, Golf Channel continued to build on its leadership position as the #1 golf media outlet, driven by strong early-season engagement. The PGA Tour kicked off a standout season, with Golf Channel drawing its largest audience for The Players Championship in two decades and reaching 13.5 million unique viewers during Masters week as the go-to source for news and post-round analysis. Beyond Pay TV, GolfNow generated robust growth across its services, including tee time bookings and payment processing, while GolfPass—boosted by its partnership with Rory McIlroy— in the first quarter reached the highest number of subscribers ever.

Sports and Genre Entertainment: Versant delivered notable performance in its sports and entertainment portfolio for the quarter, highlighted by coverage of the Milan Cortina Olympics across USA Network and CNBC. This coverage reached approximately three-quarters of U.S. Pay TV households and delivered the largest Olympics audience in USA Network history. The Company also continued to build momentum in women’s sports, with the first season of League One Volleyball delivering record viewership, including the most-watched match in league history, and recently kicking off WNBA season coverage. In addition, Versant demonstrated the value of its content library through the licensing of “Keeping Up with the Kardashians” and other library titles, and delivered strong results across its entertainment brands, including “E! Live from the Red Carpet,” which doubled viewership year-over-year across key events.

Platforms: Platforms delivered high single-digit growth in the quarter, driven by GolfNow and Fandango. The Company integrated INDY Cinema, now rebranded as Fandango1, expanding Fandango’s value proposition to cinema operators. Versant also strengthened its digital capabilities with the acquisition of StockStory and continued to advance its direct-to-consumer initiatives across MS NOW, CNBC, and the Fandango AVOD offering.



First Quarter 2026 Financial Results
Three Months Ended March 31,
20262025Change
(in millions)
Revenue:
Linear distribution$1,006 $1,085(7.3)%
Advertising368 388(5.2)%
Platforms192 1769.5 %
Content licensing and other121 57113.5 %
Total revenue$1,687 $1,706(1.1)%
Net income attributable to Versant
$286 $367(22.1)%
Adjusted EBITDA1
$704 $757(7.0)%
       Standalone Adjusted EBITDA1
$6724.8 %
________________________________________________________________
1 Adjusted EBITDA and Standalone Adjusted EBITDA presented in this release are non-GAAP financial measures. Standalone Adjusted EBITDA and growth rate compared to Adjusted EBITDA have been included for comparative purposes only. Further information and reconciliations to the most comparable GAAP measures can be found under Table 4 below.
Total Revenue of $1,687 million representing a decline of 1.1% compared to the same period in 2025.
Linear Distribution revenue declined 7.3% in the first quarter, primarily due to subscriber declines, partially offset by contractual rate increases.
Advertising revenue declined 5.2% in the first quarter, driven primarily by decreases at the Company's networks due to ratings declines.
Platforms revenue increased 9.5% primarily due to higher revenue at Fandango from movie ticketing purchases, video-on-demand transactions and Fandango1, as well as higher bookings, payments and subscription revenue at GolfNow.
Content licensing and other revenue increased primarily due to the timing of content licensing agreements, which includes a large agreement for Keeping up with the Kardashians and other titles that were recognized in the current quarter.
Net Income of $286 million decreased $81 million, compared to the prior year quarter, primarily due to lower revenue, higher public company costs, and interest expense following the separation from Comcast, partially offset by lower taxes due to the decrease in pre-tax income.
Adjusted EBITDA of $704 million decreased 7.0% compared to the prior year quarter. Compared to Standalone Adjusted EBITDA in the prior year quarter, Adjusted EBITDA increased 4.8%. The increase reflects lower entertainment programming expenses and reduced selling, general and administrative costs, which offset revenue declines, as well as higher costs related to content licensing agreements in the current quarter.
Net cash provided by operating activities was $585 million and Free Cash Flow2 was $558 million in the first quarter of 2026.
















________________________________________________________________
2 Free Cash Flow presented in this release is a non-GAAP financial measure. Further information and reconciliation to the most comparable GAAP measure can be found under Table 4 below.


Dividends and Share Repurchase Program
The Board of Directors declared the Company’s first quarterly cash dividend of $0.375 per share, which was paid on April 22, 2026, to shareholders of record as of the close of business on April 1, 2026. On May 14, 2026, the Board of Directors declared the second quarterly cash dividend of $0.375 per share, payable on July 22, 2026, to shareholders of record as of the close of business on July 1, 2026.
During the first quarter of 2026, the Company repurchased 2,694,125 shares of Class A common stock, with a remaining authorization of approximately $900 million as of March 31, 2026.
The Company today announced that it expects to enter into a $100 million accelerated share repurchase agreement (“ASR Agreement”), commencing May 15, 2026, to repurchase $100 million shares of Class A common stock under the Company's stock repurchase program. The Company anticipates completing the transaction during the second quarter of fiscal 2026.
Basis of Presentation
The interim condensed consolidated and combined financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC.
For the prior year periods presented in the combined financial statements prior to our separation from Comcast on January 2, 2026 (the "Separation") included in this report, the Versant businesses operated as part of Comcast’s Media segment. As such, the prior year combined financial statements were derived from Comcast’s historical accounting records as if Versant operations had been conducted independently from Comcast, and reflect our assets, liabilities, revenues and expenses on a historical cost basis. The prior year historical financial statements were prepared using allocations and carve-out methodologies for the periods prior to the Separation, using assumptions that management believed to be reasonable. Accordingly, the combined financial statements herein for periods prior to the Separation from Comcast may not be indicative of our future performance, do not necessarily include the actual expenses that would have been incurred by us, and may not reflect our results of operations, financial position, and cash flows had we been a separate, standalone company during the historical periods presented.
Conference Call and Other Information
The Company will host a conference call on May 14, 2026, at 8:00 a.m. ET. A live webcast of the call and related presentation materials will be available on the Company’s Investor Relations website at www.versantmedia.com/investors. Following the conference call, an audio replay will also be made available on the Investor Relations website.
For additional information about Versant, including SEC filings, please visit the Investor Relations website at www.versantmedia.com/investors or www.versantmedia.com.

Investor Contacts:
Wylie Collins
Wylie.Collins@VersantMedia.com
Natalie CandelaNatalie.Candela@VersantMedia.com
Press Contacts:
Keith CocozzaKeith@VersantMedia.com
Hollie TraczHollie.Tracz@VersantMedia.com



Caution Concerning Forward-Looking Statements
This press release 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 statements are only predictions based on our current expectations and projections about future events and reflect our beliefs regarding such future events and do not represent historical facts or statements of current condition. In evaluating these statements, readers should consider various factors, including the risks and uncertainties we describe in the “Risk Factors” sections of our most recent Annual Report on Form 10-K, and other reports filed with the Securities and Exchange Commission (SEC). Factors that could cause our actual results to differ materially from these forward-looking statements include changes in and/or risks associated with: 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.
About Versant Media Group, Inc.
Versant Media Group, Inc. (NASDAQ: VSNT) is an industry-changing media and entertainment business and home to trusted brands that shape culture, inform audiences, and build lasting connections. It operates in four core markets: political news and opinion; business news and personal finance; golf; and sports and genre entertainment. These markets are served through a powerful portfolio of iconic and innovative brands, including MS NOW, CNBC, USA Network, Golf Channel, E!, SYFY and Oxygen, and complementary digital platforms Fandango, Rotten Tomatoes, GolfNow and GolfPass. Visit www.versantmedia.com for more information.





TABLE 1
Condensed Consolidated and Combined Statements of Income (Unaudited)
Three Months Ended March 31,
20262025
(in millions)
Revenue$1,687 $1,706 
Costs and expenses
Costs of revenue (exclusive of depreciation and amortization)638 654 
Selling, general and administrative351 307 
Depreciation and amortization256 245 
Total costs and expenses1,245 1,207 
Operating income442 499 
Interest expense(52)— 
Investment and other income, net— 
Income before income taxes398 499 
Income tax expense
(112)(132)
Net income286 367 
Less: Net income attributable to noncontrolling interests
— — 
Net income attributable to Versant$286 $367 
Basic earnings per common share attributable to Versant shareholders$1.99 $2.55 
Diluted earnings per common share attributable to Versant shareholders$1.99 $2.55 




TABLE 2
Condensed Consolidated and Combined Statements of Cash Flows
(Unaudited)
Three Months Ended March 31,
20262025
(in millions)
Operating Activities
Net income$286 $367 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization256 245 
Share-based compensation
17 
Noncash interest expense— 
Deferred income taxes(103)(37)
Changes in operating assets and liabilities:
Current and noncurrent receivables, net(391)(81)
Content costs, net
70 35 
Accounts payable127 (33)
Other operating assets and liabilities320 (23)
Net cash provided by operating activities
585 478 
Investing Activities
Capital expenditures(27)(21)
Acquisitions of businesses and investments(145)— 
Other— (2)
Net cash used in investing activities
(172)(23)
Financing Activities
Proceeds from borrowings1,973 — 
Repurchases of common stock under repurchase program and employee plans(100)— 
Net transfers to Comcast
(2,250)(454)
Settlement payment from NBCUniversal70 — 
Other(2)(3)
Net cash used in financing activities
(309)(458)
Increase (decrease) in cash, cash equivalents and restricted cash
104 (3)
Cash and cash equivalents and restricted cash, beginning of year
1,092 
Cash and cash equivalents, end of period$1,196 $5 




TABLE 3
Condensed Consolidated and Combined Balance Sheets
(Unaudited)
March 31,December 31,
20262025
(in millions)
Assets
Current Assets:
Cash and cash equivalents$1,193 $55 
Restricted cash — 1,034 
Receivables, net1,193 1,151 
Assets held for sale181 196 
Other current assets82 66 
Total current assets2,650 2,502 
Content costs
584 539 
Investments241 214 
Property and equipment, net of accumulated depreciation of $611 million and $615 million
424 423 
Intangible assets, net of accumulated amortization of $8,949 million and $8,848 million
713 924 
Goodwill7,707 7,611 
Other noncurrent assets, net187 120 
Total assets
$12,506 $12,333 
Liabilities and Equity
Current Liabilities:
Accounts payable$283 $151 
Deferred revenue77 163 
Accrued content obligations
180 105 
Accrued employee costs
84 62 
Current portion of long-term debt83 — 
Accrued expenses and other current liabilities434 141 
Total current liabilities1,140 622 
Deferred income taxes115 191 
Noncurrent content obligations
74 72 
Long-term debt2,869 983 
Other noncurrent liabilities163 63 
Commitments and contingencies
Equity:
Preferred stock, no par value — authorized 20 million shares; none issued as of March 31, 2026
— — 
Class A common stock, $0.01 par value — authorized 7.5 billion shares; issued and outstanding 141,103,811 shares as of March 31, 2026
— 
Class B common stock, $0.01 par value — authorized 75 million shares; issued and outstanding 377,775 shares as of March 31, 2026
— — 
Additional paid-in capital7,806 — 
Retained earnings231 — 
Net Comcast investment— 10,299 
Accumulated other comprehensive loss(4)(7)
Total equity attributable to Versant8,034 10,292 
Noncontrolling interests110 110 
Total equity8,145 10,402 
Total liabilities and equity
$12,506 $12,333 



TABLE 4
Supplemental Disclosures Regarding Non-GAAP Financial Measures
We evaluate our operating performance based on several factors, including the following non-GAAP financial measures:
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure and is the primary basis used to measure 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.
Standalone Adjusted EBITDA
Standalone Adjusted EBITDA is a non-GAAP financial measure used in periods prior to the Separation to measure the operational strength and performance of our business as well as to assist in the evaluation of underlying trends in our business. Consistent with Adjusted EBITDA, this measure eliminates noncash depreciation and amortization expense and is unaffected by our capital and tax structures and by our investment activities, as our management excludes these results when evaluating our operating performance. Standalone Adjusted EBITDA also includes estimated incremental costs of operating as a standalone company following the Separation. We use Standalone Adjusted EBITDA and believe this measure is useful to investors because it provides an estimate of our operating performance giving effect to the Separation and related transactions and additional costs that we expect to incur as a standalone company for the periods presented, and is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure of Standalone Adjusted EBITDA may not be directly comparable to similar measures used by other companies.
We define Standalone 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, and further adjusted to give effect to estimated incremental costs of commercial agreements with Comcast and estimated additional costs we expect to incur as a standalone company in certain of our corporate administrative, facilities and support functions. From time to time, we may exclude from Standalone Adjusted EBITDA the impact of certain events, gains, losses or other charges that affect the period-to-period comparability of our operating performance. Standalone Adjusted EBITDA is presented for informational purposes only and does not purport to represent what our results of operations actually would have been had we operated as a standalone company for the periods presented or to project our financial performance for any future period. Standalone Adjusted EBITDA is based on available information, estimates and assumptions, which we believe are reasonable, although actual future results will differ from the amounts presented.




Reconciliation from Net Income Attributable to Versant to Adjusted EBITDA
and Standalone Adjusted EBITDA (Unaudited)
Three Months Ended March 31,
20262025
(in millions)
Net income attributable to Versant
$286 $367 
Net income attributable to noncontrolling interests
— — 
Income tax expense112 132 
Investment and other income, net(8)— 
Interest expense52 — 
Depreciation and amortization
256 245 
Adjustments for transaction and transaction-related costs (1)
12 
Adjusted EBITDA$704 $757 
Incremental costs of commercial agreements with Comcast (2)
(45)
Incremental costs of corporate administrative, facilities and support functions (3)
(40)
Standalone Adjusted EBITDA$672 
________________________________________________________________
(1)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 March 31,
20262025
(in millions)
Transaction costs$$11 
Transaction-related costs
Total transaction and transaction-related costs$5 $12 
(2)Amounts represent incremental costs of commercial agreements entered into with Comcast in connection with the Separation and primarily relate to the commercial services agreement for the sale and use of our advertising and promotional inventory.
(3)Amounts represent estimated incremental costs related to corporate administrative, facilities and support functions and primarily include the recurring and ongoing costs required to operate new functions required for a public company such as 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. Amounts were determined by comparing expected costs to amounts in the combined statements of income, inclusive of allocation for centralized functions within Comcast and allocations of costs for the use of shared assets.






Free Cash Flow

Free Cash Flow is a non-GAAP financial measure that we believe provides a meaningful measure of liquidity and a useful basis for assessing our ability to repay debt, make strategic acquisitions and investments, and return capital to investors through stock repurchases and dividends. It is also a significant performance measure in our annual incentive compensation programs. Additionally, we believe Free Cash Flow is useful to investors as a basis for comparing our performance and coverage ratios with other companies in our industries, although our measure of Free Cash Flow may not be directly comparable to similar measures used by other companies. Free Cash Flow has certain limitations, including that it does not represent the residual cash flow available for discretionary expenditures since other non-discretionary payments, such as mandatory debt repayments, are not deducted from the measure.

Free Cash Flow is defined as net cash provided by operating activities, reduced by capital expenditures. From time to time, we may exclude from Free Cash Flow the impact of certain cash receipts or payments that affect comparability.
Three Months Ended March 31,
2026
(in millions)
Net cash provided by operating activities
$585 
Capital expenditures(27)
Free Cash Flow$558 

\ Supplemental Financial Information May 14, 2026


 

\ Revenue, Adjusted and Standalone Adjusted Costs and Expenses, Excluding Depreciation and Amortization, and Adjusted and Standalone Adjusted EBITDA Q1 Q1 Q2 Q3 Q4 FY (in millions) 2026 2025 2025 2025 2025 2025 Presented on a standalone basis(1) Revenue Linear distribution $ 1,006 $ 1,085 $ 1,017 $ 992 $ 997 $ 4,092 Advertising 368 388 425 394 370 1,577 Platforms 192 176 223 224 202 826 Content licensing and other 121 57 43 54 41 193 Total revenue $ 1,687 $ 1,706 $ 1,708 $ 1,663 $ 1,610 $ 6,688 Costs Programming and production $ 519 $ 547 $ 573 $ 744 $ 582 $ 2,446 Other 119 108 127 129 128 491 Total costs of revenue 638 654 700 873 710 2,937 Selling, general and administrative (1) 346 380 402 410 380 1,572 Total Adjusted and Standalone Adjusted Costs and Expenses, Excluding Depreciation and Amortization (1) $ 983 $ 1,035 $ 1,102 $ 1,282 $ 1,089 $ 4,509 Adjusted EBITDA and Standalone Adjusted EBITDA (2) $ 704 $ 672 $ 606 $ 381 $ 521 $ 2,180 Adjusted EBITDA and Standalone Adjusted EBITDA margin (2) 42 % 39 % 35 % 23 % 32 % 33 % 1 1. 2026 amounts are adjusted for transaction and transaction-related costs. For 2025, the amounts presented above are presented on a standalone basis. Both represent Non-GAAP financial measures, refer to Notes page for additional information and reconciliation to the most comparable GAAP measure. 2. Non-GAAP financial measure, refer to Notes page for additional information and reconciliation to the most comparable GAAP measure. See Notes page for basis of presentation and additional information.


 

\ Notes Basis of Presentation Our consolidated and combined financial statements have been prepared in accordance with GAAP and pursuant to the rules and regulations of the SEC. For the prior year periods presented in the combined financial statements prior to our separation from Comcast on January 2, 2026 (the "Separation") included in this report, the Versant businesses operated as part of Comcast’s Media segment. As such, the prior year combined financial statements were derived from Comcast’s historical accounting records as if Versant operations had been conducted independently from Comcast, and reflect our assets, liabilities, revenues and expenses on a historical cost basis. The prior year historical financial information was prepared using allocations and carve-out methodologies for the periods prior to the Separation, using assumptions that management believed to be reasonable. Accordingly, the financial information for periods prior to the Separation from Comcast may not be indicative of our future performance, do not necessarily include the actual expenses that would have been incurred by us, and may not reflect our results of operations, financial position, and cash flows had we been a separate, standalone company during the historical periods presented. Numerical information is presented on a rounded basis using actual amounts, unless otherwise noted. Minor differences in totals and percentage calculations may exist due to rounding. Non-GAAP Financial Measures In addition to financial measures included in our combined financial statements, we use certain non-GAAP financial measures as defined below. We provide reconciliations of these non-GAAP financial measures to the most directly comparable financial measures prepared in accordance with GAAP in the following pages. Adjusted EBITDA is defined 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. Standalone Adjusted EBITDA is defined 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, and further adjusted to give effect to estimated incremental costs of commercial agreements with Comcast and estimated additional costs we expect to incur as a standalone company in certain of our corporate administrative, facilities and support functions. From time to time, we may exclude from Standalone Adjusted EBITDA the impact of certain events, gains, losses or other charges that affect the period-to-period comparability of our operating performance. Standalone Adjusted EBITDA is presented for informational purposes only and does not purport to represent what our results of operations actually would have been had we operated as a standalone company for the periods presented or to project our financial performance for any future period. Standalone Adjusted EBITDA is based on available information, estimates and assumptions, which we believe are reasonable, although actual future results will differ from the amounts presented. 2


 

\ Notes (Continued) Non-GAAP Financial Measures (Continued) Standalone Selling, General and Administrative expense is defined as selling, general and administrative expenses adjusted to give effect to estimated incremental costs of commercial agreements with Comcast and estimated additional costs we expect to incur as a standalone company in certain of our corporate administrative, facilities and support functions, and further adjusted to exclude the impact of transaction and transaction-related costs. Standalone Costs and Expenses, Excluding Depreciation and Amortization is defined as the aggregate amount of costs and expenses, excluding depreciation and amortization adjusted to give effect to estimated incremental costs of commercial agreements with Comcast and estimated additional costs we expect to incur as a standalone company in certain of our corporate administrative, facilities and support functions, and further adjusted to exclude the impact of transaction and transaction-related costs. 3


 

\ Reconciliation from Net Income Attributable to Versant to Adjusted EBITDA and Standalone Adjusted EBITDA Q1 Q1 Q2 Q3 Q4 FY (in millions) 2026 2025 2025 2025 2025 2025 Net income attributable to Versant $ 286 $ 367 $ 302 $ 80 $ 181 $ 930 Net income (loss) attributable to noncontrolling interests — — 1 (1) — 1 Income tax expense 112 132 106 45 13 297 Investment and other (income) loss, net (8) — 1 39 (9) 31 Interest expense 52 — — — 13 13 Depreciation and amortization 256 245 244 255 267 1,010 Adjustments for transaction and transaction-related costs (1) 5 12 32 27 71 142 Adjusted EBITDA $ 704 $ 757 $ 685 $ 445 $ 537 $ 2,425 Incremental costs of commercial agreements with Comcast (2) (45) (43) (46) (51) (186) Incremental costs of corporate administrative, facilities and support functions (3) (40) (36) (19) 36 (59) Standalone Adjusted EBITDA $ 672 $ 606 $ 381 $ 521 $ 2,180 4 1. 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. 2. Amounts represent incremental costs of commercial agreements entered into with Comcast in connection with the Separation and primarily relate to the commercial services agreement for the sale and use of our advertising and promotional inventory. 3. Amounts represent estimated incremental costs related to corporate administrative, facilities and support functions and primarily include the recurring and ongoing costs required to operate new functions required for a public company such as 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. Amounts were determined by comparing expected costs to amounts in the combined statements of income, inclusive of allocation for centralized functions within Comcast and allocations of costs for the use of shared assets.


 

\ Reconciliations from Reported to Adjusted and Standalone Selling, General and Administrative Expenses and Costs and Expenses, Excluding Depreciation and Amortization Q1 Q1 Q2 Q3 Q4 FY (in millions) 2026 2025 2025 2025 2025 2025 Selling, general and administrative expenses $ 351 $ 307 $ 355 $ 372 $ 435 $ 1,469 Transaction and transaction-related costs (1) (5) (12) (32) (27) (71) (142) Incremental costs of commercial agreements with Comcast (2) — 45 43 46 51 186 Incremental costs of corporate administrative, facilities and support functions (3) — 40 36 19 (36) 59 Adjusted Selling, General and Administrative Expenses $ 346 Standalone Adjusted Selling, General and Administrative Expenses $ 380 $ 402 $ 410 $ 380 $ 1,572 Costs and expenses, excluding depreciation and amortization $ 989 $ 961 $ 1,055 $ 1,245 $ 1,145 $ 4,406 Transaction and transaction-related costs (1) (5) (12) (32) (27) (71) (142) Incremental costs of commercial agreements with Comcast (2) — 45 43 46 51 186 Incremental costs of corporate administrative, facilities and support functions (3) — 40 36 19 (36) 59 Adjusted Costs and Expenses, Excluding Depreciation and Amortization $ 983 Standalone Adjusted Costs and Expenses, Excluding Depreciation and Amortization $ 1,035 $ 1,102 $ 1,282 $ 1,089 $ 4,509 5 1. 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. 2. Amounts represent incremental costs of commercial agreements entered into with Comcast in connection with the Separation and primarily relate to the commercial services agreement for the sale and use of our advertising and promotional inventory. 3. Amounts represent estimated incremental costs related to corporate administrative, facilities and support functions and primarily include the recurring and ongoing costs required to operate new functions required for a public company such as 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. Amounts were determined by comparing expected costs to amounts in the combined statements of income, inclusive of allocation for centralized functions within Comcast and allocations of costs for the use of shared assets.


 

FAQ

How did Versant Media Group (VSNT) perform financially in Q1 2026?

Versant reported Q1 2026 revenue of $1.687 billion, a 1.1% decline year over year, and net income attributable to Versant of $286 million, down 22.1%. Adjusted EBITDA was $704 million, 7.0% lower than the prior-year quarter, reflecting softer linear and advertising trends.

What drove Versant Media Group’s revenue mix in Q1 2026?

Revenue in Q1 2026 was $1.687 billion, with linear distribution down 7.3% and advertising down 5.2%. Platforms revenue grew 9.5%, helped by Fandango and GolfNow, while content licensing and other more than doubled, aided by a large "Keeping Up with the Kardashians" agreement.

What were Versant Media Group’s cash flow and Free Cash Flow in Q1 2026?

Versant generated $585 million of net cash from operating activities in Q1 2026. After $27 million of capital expenditures, Free Cash Flow, a non-GAAP measure, totaled $558 million, highlighting strong cash generation relative to net income and Adjusted EBITDA in the quarter.

How much capital did Versant Media Group return to shareholders in Q1 2026?

During Q1 2026, Versant repurchased 2,694,125 Class A shares for $100 million under its $1 billion authorization and paid a quarterly cash dividend of $0.375 per share. The board also declared a second $0.375 dividend payable in July 2026.

What is Versant Media Group’s planned accelerated share repurchase?

Versant announced it expects to enter a $100 million accelerated share repurchase agreement beginning May 15, 2026. The transaction will repurchase Class A common stock under the existing authorization, with completion anticipated during the second quarter of fiscal 2026, further returning capital to shareholders.

What does Versant Media Group disclose about its non-GAAP metrics?

Versant highlights non-GAAP measures such as Adjusted EBITDA, Standalone Adjusted EBITDA, and Free Cash Flow. Management uses these to assess operating performance and liquidity, and provides reconciliations to GAAP metrics, including from net income and cash from operations, in the supplemental tables.

Filing Exhibits & Attachments

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