Item 9A. Controls and Procedures
Item 9A. 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 and Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded as of the Evaluation Date that 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.
Management’s Report on Internal Control Over Financial Reporting
This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. Under the rules and regulations of the SEC, the Company is not required to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 until the Company files its Annual Report on Form 10-K for fiscal year ending December 31, 2026.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 that materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Item 9B. Other Information
Not applicable.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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Part III
Item 10. Directors, Executive Officers and Corporate Governance
The information required by this item, other than the information set forth below, is incorporated by reference to our definitive proxy statement for the 2026 Annual Meeting of Shareholders (the “2026 Proxy Statement”) to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025.
We have adopted a Code of Conduct that applies to all of our directors, officers and employees, including our principal executive, principal financial and principal accounting officers, or persons performing similar functions. Our Code of Conduct is posted on our website located at investors.versantmedia.com/corporate-governance/documents-charters. To the extent required by the rules of the SEC and Nasdaq, we intend to disclose future amendments to certain provisions of the Code of Conduct, and waivers of the Code of Conduct granted to executive officers and directors, on the website within four business days following the date of the amendment or waiver.
Item 11. Executive Compensation
We incorporate the information required by this item by reference to our 2026 Proxy Statement.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
We incorporate the information required by this item by reference to our 2026 Proxy Statement.
Item 13. Certain Relationships and Related Transactions, and Director Independence
We incorporate the information required by this item by reference to our 2026 Proxy Statement.
Item 14. Principal Accountant Fees and Services
We incorporate the information required by this item relating to our principal accountant, Deloitte & Touche LLP (PCAOB ID No. 34 ), by reference to our 2026 Proxy Statement.
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Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) Our combined financial statements are filed as a part of this report on Form 10-K in Item 8, Financial Statements and Supplementary Data, and a list of Versant’s combined financial statements are found on page 42 of this report. Financial statement schedules are omitted because the required information is not applicable, or because the information required is included in the combined financial statements and notes thereto.
(b) Exhibits required to be filed by Item 601 of Regulation S-K (all of which are under Commission File No. 001-42856, except as otherwise noted):
2.1†+ Separation and Distribution Agreement between Comcast Corporation and Versant Media Group, Inc., dated January 2, 2026 (incorporated by reference to Exhibit 2.1 to Versant’s Current Report on Form 8-K filed on January 5, 2026).
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).
4.1+ Indenture, dated as of October 29, 2025, between Versant Media Group, Inc., as issuer, and Citibank, N.A., as trustee and notes collateral agent (incorporated by reference to Exhibit 10.11 to Versant’s registration statement on Form 10 filed on December 3, 2025).
4.2 First Supplemental Indenture, dated January 2, 2026, among the Guarantors and Citibank N.A., as Trustee and Notes Collateral Agent (incorporated by reference to Exhibit 4.1 to Versant’s Current Report on Form 8-K for the year ended January 5, 2026).
4.3 Description of Versant Media Group Inc.’s securities registered pursuant to Section 12 of the Securities Exchange Act.
10.1†+ Transition Services Agreement between Comcast Corporation and Versant Media Group, Inc., dated January 2, 2026 (incorporated by reference to Exhibit 10.1 to Versant’s Current Report on Form 8-K filed on January 2, 2026).
10.2†+ Tax Matters Agreement between Comcast Corporation and Versant Media Group, Inc., dated January 2, 2026 (incorporated by reference to Exhibit 10.2 to Versant’s Current Report on Form 8-K filed on January 2, 2026).
10.3† Employee Matters Agreement between Comcast Corporation and Versant Media Group, Inc., dated January 2, 2026 (incorporated by reference to Exhibit 10.3 to Versant’s Current Report on Form 8-K filed on January 2, 2026).
10.4* Versant Media Group, Inc. Omnibus Equity Incentive Plan (incorporated by referen ce to Exhibit 99.1 to Versant ’ s Registration Statement on Form S-8, filed on January 9, 2026).
10.5* Form of Indemnification Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.5 to Versant’s registration statement on Form 10 filed on December 3, 2025).
10.6* Executive Employment Agreement of Mark Lazarus (incorporated by reference to Exhibit 10.6 to Versant’s registration statement on Form 10 filed on December 3, 2025).
10.7* Executive Employment Agreement of Anand M. Kini (incorporated by reference to Exhibit 10.7 to Versant’s registration statement on Form 10 filed on December 3, 2025).
10.8* Executive Employment Agreement of Jordan R. Fasbender (incorporated by reference to Exhibit 10.8 to Versant’s registration statement on Form 10 filed on December 3, 2025).
10.9*
Versant Media Group, Inc. N o n - E m p l o y e e D irector Compensation Plan .
10.10*
Versant Media Group, Inc. Deferred Compensation Plan for Non-Employee Directors.
10.11*
Form of Non-Employee Director Restricted Stock Unit Award A greement and Long-Term Incentive Awards Summary Schedule .
10.12*
Form of Performance Stock Unit Agreement (Founder s Award) and Long-Term Incentive Awards Summary Schedule .
10.13*
Form of Restricted Stock Unit Agreement (Founders Award) and Long-Term Incentive Awards Summary Schedule.
10.14*
Form of Performance Stock Unit Agreement and Long-Term Incentive Awards Summary Schedule.
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10.15*
Form of Restricted Stock Unit Agreement (Annual Award) and Long-Term Incentive Awards Summary Schedule.
10.16*
F orm of Comcast Corporation 2022 Restricted Stock Unit Award Agreement.
10.17*
Form of Comcast Corporation 202 3 Restricted Stock Unit Award Agreement.
10.18*
Comcast Corporation 2023 Omnibus Equit y Ince ntive Plan Form of Re stricted Stock Unit Award Agreement and Long-Term Incentive Awards Summary Schedule.
10.19†+
Credit and Guaranty Agreement, dated as of October 3, 2025, among Versant Media Group, Inc., as borrower, certain subsidiary guarantors party thereto from time to time, the financial institutions party thereto, as lenders and issuing banks, and J.P. Morgan Chase Bank, N.A., as administrative agent, collateral agent and swingline lender (incorporated by reference to Exhibit 10.9 to Versant’s registration statement on Form 10 filed on December 3, 2025).
10.20†+
Credit and Guaranty Agreement, dated January 2, 2026, among Versant Media Group, Inc., as borrower, certain subsidiary guarantors party thereto from time to time, the financial institutions party thereto, as lenders and issuing banks, and Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent (incorporated by reference to Exhibit 10.4 to Versant’s Form 8-K filed on January 5, 2026).
19 Versant Media Group, Inc. Insider Trading Policy.
21 List of subsidiaries .
23 Consent of Deloitte & Touche LLP.
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.
97 Versant Media Group. Inc. Recoupment Policy.
101 The following financial statements from Versant’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 3, 2026, formatted in Inline Extensible Business Reporting Language (iXBRL): (1) the Consolidated Statement of Income; (2) the Consolidated Statement of Comprehensive Income; (3) the Consolidated Statement of Cash Flows; (4) the Consolidated Balance Sheet; (5) the Consolidated Statement of Changes in Equity; and (6) the Notes to Consolidated Financial Statements.
104 Cover Page Interactive Data File (embedded within the iXBRL document)
* Constitutes a management contract or compensatory plan or arrangement.
† Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.
+ Certain personally identifiable information has been omitted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.
Item 16. Form 10-K Summary
None.
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Signatures
Pursuant to the requirements of Section 13 or 15(d) 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 on March 3, 2026.
By: /s/ MARK LAZARUS
Mark Lazarus
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ MARK LAZARUS Chief Executive Officer and Director
(Principal Executive Officer)
March 3, 2026
Mark Lazarus
/s/ ANAND M. KINI Chief Financial Officer and Chief Operating Officer
(Principal Financial Officer)
March 3, 2026
Anand M. Kini
/s/ GREGORY WRIGHT
Chief Accounting
Officer and Controller
(Principal Accounting Officer)
March 3, 2026
Gregory Wright
/s/ DAVID NOVAK Chairman March 3, 2026
David Novak
/s/ REBECCA S. CAMPBELL Director March 3, 2026
Rebecca S. Campbell
/s/ CREIGHTON CORDON Director March 3, 2026
Creighton Condon
/s/ MICHAEL A. CONWAY Director March 3, 2026
Michael A. Conway
/s/ DAVID EUN Director March 3, 2026
David Eun
/s/ GERALD L. HASSEL Director March 3, 2026
Gerald L. Hassell
/s/ W. SCOTT MAHONEY Director March 3, 2026
W. Scott Mahoney
/s/ MARITZA MONTIEL Director March 3, 2026
Maritza Montiel
/s/ LEONARD POTTER Director March 3, 2026
Leonard A. Potter
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