Item 5. Other Information
Item 5. Other Information.
During the quarter ended March 31, 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
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. 2 to Versant’s Current Report on Form 8-K filed on January 7, 2026).
4.1 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 filed on January 5, 2026).
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 reference to Exhibit 99.1 to Versant’s Registration Statement on Form S-8, filed on January 9, 2026).
10.5* Versant Media Group, Inc. Non-Employee Director Compensation Plan (incorporated by reference to Exhibit 10.9 to Versant’s Annual Report on Form 10-K filed on March 3, 2026).
10.6* Versant Media Group, Inc. Deferred Compensation Plan for Non-Employee Directors (incorporated by reference to Exhibit 10.10 to Versant’s Annual Report on Form 10-K filed on March 3, 2026).
10.7* Form of Non-Employee Director Restricted Stock Unit Award Agreement and Long-Term Incentive Awards Summary Schedule (incorporated by reference to Exhibit 10.11 to Versant’s Annual Report on Form 10-K filed on March 3, 2026).
10.8* Form of Performance Stock Unit Agreement (Founders Award) and Long-Term Incentive Awards Summary Schedule (incorporated by reference to Exhibit 10.12 to Versant’s Annual Report on Form 10-K filed on March 3, 2026).
10.9* Form of Restricted Stock Unit Agreement (Founders Award) and Long-Term Incentive Awards Summary Schedule (incorporated by reference to Exhibit 10.13 to Versant’s Annual Report on Form 10-K filed on March 3, 2026).
10.10* Form of Performance Stock Unit Agreement and Long-Term Incentive Awards Summary Schedule (incorporated by reference to Exhibit 10.14 to Versant’s Annual Report on Form 10-K filed on March 3, 2026).
10.11* Form of Restricted Stock Unit Agreement (Annual Award) and Long-Term Incentive Awards Summary Schedule (incorporated by reference to Exhibit 10.15 to Versant’s Annual Report on Form 10-K filed on March 3, 2026).
10.12*
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).
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.
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101 The following financial statements from Versant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the Securities and Exchange Commission on May 14, 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)
* Constitutes a management contract or compensatory plan or arrangement.
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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: May 14, 2026
By: /s/ Anand M. Kini
Name:
Anand M. Kini
Title:
Chief Financial Officer and Chief Operating Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.