RISK FACTORS SUMMARY
Investing in our securities involves a high degree of risk. The following is a summary of the principal factors that make an investment in our securities speculative or risky, all of which are more fully described below in the section titled “Item 1A. Risk Factors.” This summary should be read in conjunction with “Item 1A. Risk Factors” and should not be relied upon as an exhaustive summary of the material risks facing our business. In addition to the following summary, you should consider the information set forth in “Item 1A. Risk Factors” and the other information contained in this Annual Report on Form 10-K before investing in our securities.
Business Risk Factors
• We are subject to intense competition, and if we are unable to compete effectively, our business, financial condition and results of operations could suffer.
• Changes in consumer behavior, evolving technologies and distribution platforms continue to adversely affect our business.
• The loss of programming distribution agreements, or the renewal of these agreements on less favorable terms, could adversely affect our businesses.
• A decline in advertisers’ expenditures or changes in advertising markets could negatively impact our business.
• Damage to our brands or our reputation could have a material adverse effect on our business, financial condition or results of operations.
• Our business depends on the continued appeal of the content we distribute. The preferences of our viewers and distributors are difficult to forecast and subject to change.
• The growth of our digital platforms depends on our ability to attract new customers, retain existing customers and continue to grow the revenue we derive from these businesses.
Table of Contents
• Our businesses depend on using and protecting certain intellectual property rights and on not infringing, misappropriating or otherwise violating the intellectual property rights of others.
• A cyber incident or attack, information or security breach, or technology disruption or failure, may negatively impact our ability to conduct our business or result in the misuse of confidential information, including personal information or other sensitive business information, all of which could adversely affect our reputation and our business, financial condition and results of operations.
• We are subject to complex and evolving laws and regulations related to privacy and data protection.
• Our network rebrands may result in customer confusion and disruption, leading to lower ratings and monetization.
• Weak economic conditions may have a negative impact on our businesses.
• We may from time to time record impairment charges for goodwill and intangible assets.
• The loss of key management personnel or popular on-air and creative talent could have an adverse effect on our businesses.
• Labor disputes, whether involving employees or sports organizations, may disrupt our operations and adversely affect our businesses.
• We are subject to regulation by federal, state and local authorities, which impose additional costs and restrictions on our businesses.
• Unfavorable litigation or governmental investigation results could require us to pay significant amounts or lead to onerous operating procedures.
• Our inability to successfully make investments in, or acquire and integrate, other businesses, assets, products or technologies could harm our business, financial condition or operating results.
Spin-Related Risk Factors
• We may not realize the anticipated benefits from our separation (the “Separation”) from Comcast Corporation (“Comcast”), and the Separation could harm our business.
• We have no history of operating as an independent company, and our combined financial statements are not necessarily representative of the results that we would have achieved as an independent, publicly traded company and may not be a reliable indicator of our future results.
• We historically operated within Comcast, and there are risks associated with the Separation.
• We have and will incur significant costs to create the infrastructure necessary to operate as an independent public company and may experience operational disruptions in connection with the Separation.
• The obligations associated with being a public company will require significant resources and management attention.
• If we fail to maintain effective internal controls, we may not be able to report our financial results accurately or timely or prevent or detect fraud, which could have a material adverse effect on our business or the market price of our securities.
• In connection with the Separation, Comcast agreed to indemnify us for certain liabilities, and we agreed to indemnify Comcast for certain liabilities. If we are required to act under these indemnities to Comcast, we may need to divert cash to meet those obligations, which could adversely affect our financial results. Moreover, the Comcast indemnity may not be sufficient to insure us against the full amount of liabilities for which we will be allocated responsibility.
Table of Contents
• In connection with the Separation, we incurred substantial indebtedness, which could restrict our business and adversely impact our cash flows, business, financial condition and results of operations.
• We potentially could have received better terms from unaffiliated third parties than the terms we will receive in our agreements with Comcast.
• If the corporate reorganization transactions which resulted in our ownership of the assets, liabilities and legal entities comprising our business (the “Transactions”) and the distribution of our common stock by Comcast to holders of Comcast common stock (the “Distribution”), together with certain related transactions, do not qualify as transactions that are tax-free for U.S. federal income tax purposes or non-U.S. tax purposes, Comcast and/or holders of Comcast common stock could be subject to significant tax liability.
• If the Separation is taxable to Comcast as a result of a breach by us of any covenant or representation made by us in the tax matters agreement, we generally will be required to indemnify Comcast and the obligation to make payments on this indemnification obligation could have a material adverse effect on us.
• We are subject to significant restrictions on our actions following the Separation in order to avoid triggering significant tax-related liabilities.
Common Stock Risk Factors
• The price and trading volume of our Class A common stock may be volatile, and our shareholders could lose all or part of their investment in the Company.
• Provisions in our articles of incorporation and bylaws and certain provisions of Pennsylvania law could delay or prevent a change in control of Versant.
• Your percentage ownership in Versant may be diluted in the future.
• Our common stock is and will be subordinate to all of our existing and future indebtedness and any preferred stock, and effectively subordinated to all indebtedness and preferred equity claims against our subsidiaries.
• We cannot assure you that our Board will declare dividends or that we will purchase our common stock pursuant to our share repurchase program in the foreseeable future.
• Our Class B common stock has substantial voting rights and separate approval rights over certain potentially material transactions, and Brian L. Roberts, the Chairman and CEO of Comcast, has considerable influence over Versant through his beneficial ownership of our Class B common stock.
Table of Contents
Part I
Item 1. Business
Overview
Versant is a media and entertainment business that operates in four core markets: political news and opinion, business news and personal finance, golf and athletics participation and sports and genre entertainment. We serve these markets primarily through a strong portfolio of brands comprised of television networks operating primarily in the United States, including MS NOW, CNBC, USA Network, Golf Channel, E!, SYFY and Oxygen, and our complementary digital platforms GolfNow, Fandango and Rotten Tomatoes.
We produce, license and acquire content that we distribute through a variety of outlets, including our networks and digital platforms, delivering value to key constituents: the viewing audience, paying subscribers, advertisers, distributors and licensing counterparties. We generate revenue primarily through distributing our networks, selling advertising across our brands, providing services through our digital platforms and content licensing. We present our operations in one reportable business segment.
Versant was incorporated in Pennsylvania on May 1, 2025. Prior to January 2, 2026, we were a wholly owned subsidiary of Comcast Corporation (“Comcast”) and operated as a part of Comcast’s Media Segment. On January 2, 2026, we separated (the “Separation”) from Comcast and became a standalone publicly traded company and on January 5, 2026, Versant’s Class A common stock began trading under the ticker symbol “VSNT” on the Nasdaq Global Select Market LLC (“Nasdaq”). In connection with the Separation, the Company entered into several agreements that govern certain aspects of the Company’s relationship with Comcast following the Separation, including a separation and distribution agreement, a tax matters agreement, a transition services agreement, and an employee matters agreement, as well as agreements relating to intellectual property licenses and commercial arrangements.
Our Brands
Our portfolio of brands deliver news, sports and entertainment content through our networks and digital platforms:
• MS NOW features politics, news and opinion programming, operating across multiple media platforms: multichannel video programming distributors (“MVPDs”), digital, social platforms, podcasts and live events.
• CNBC features business and personal finance news, with real-time financial market coverage and analysis, including business coverage through franchises such as Squawk Box, Squawk on the Street, Closing Bell and Mad Money. In addition to distribution through MVPDs, CNBC has expanded its offerings through a portfolio of branded products, including direct-to-consumer services, podcasts, conferences and other live events.
• USA Network features sports, entertainment and live event programming, including WWE Smackdown, NASCAR, the WNBA (starting with the 2026 season), golf (including the U.S. Open, The Open Championship and the Ryder Cup), the Premier League, the PAC-12 (beginning in fall 2026), League One Volleyball (starting with the 2026 season) and the Olympics.
• Golf Channel features live golf and related content, including news, instruction, documentaries and library programming. Its content is distributed on a variety of platforms to viewers in more than 50 countries.
• GolfNow is an online tee time marketplace in various countries throughout the world, helping golfers and golf courses better connect by offering tee time bookings at 9,000 courses worldwide. GolfNow also offers golf course technology, software and related services to help manage course operations, including solutions that facilitate on-site payments for tee times, food and beverage and merchandise.
• SportsEngine is a suite of digital products and services that facilitate management of youth sport leagues, teams, participants and their families, and the processing of related payments.
• E! is a pop culture network featuring news, unscripted originals, live events, such as Live from E!, and high-profile acquired content, such as Sex and the City and a variety of primarily female-focused films. E! News Digital delivers premium content to fans across owned and third-party digital and social platforms.
Table of Contents
• SYFY is a science fiction genre network featuring science fiction, fantasy, action, adventure, paranormal and superhero programming, along with fan-focused film franchises. SYFY provides content on a multiplatform basis through SYFY’s network and related digital services.
• Oxygen True Crime is a multiplatform brand featuring true crime programming, including the Snapped franchise, Cold Justice, Killer Relationship with Faith Jenkins and event specials such as The Pike County Murders: A Family Massacre, Selena & Yolanda: The Secrets Between Them and The Disappearance of Alissa Turney.
• Fandango is an online platform for movie and television information, providing movie ticketing to over 30,000 U.S. screens and access to trailers and movie reviews and hosting a digital video-on-demand service. Fandango includes Rotten Tomatoes, a source for movie and television reviews. In December 2025, Fandango acquired Indy Cinema, which provides technology solutions to cinema operators for ticketing, concessions, loyalty programs, marketing, and analytics.
• In January 2026, we acquired Free TV Networks, which operates four national free over-the-air (“OTA”) digital broadcast channels and free ad-supported streaming television (“FAST”) channels, including 365BLK, Defy, Outlaw and Busted.
Our portfolio of networks operates predominantly in the United States. The table below presents a summary of our networks and their advertising reach to U.S. households as of December 31, 2025.
Cable Television Audience
Approx. U.S. Households (mm) (1)
MS NOW
CNBC
USA Network
Golf Channel
SYFY
Oxygen True Crime
(1) Household data is based on information from Nielsen as of December 31, 2025 using its Cable Coverage Universe Estimates report and dynamic ad insertion estimates. The Nielsen estimates include subscribers to both traditional and certain virtual MVPDs and represent the approximate number of U.S. households in which each network is available. The Nielsen estimates are not based on information provided by us and are included solely to enable comparisons between our networks and those operated by our peers.
How We Generate Revenue
Linear Distribution
We generate revenue from the distribution of our television networks to traditional MVPDs, who offer video services over cable, fiber and satellite transmission, and virtual MVPDs, who offer video services through digital streaming. Our revenue from distribution agreements is generally based on the number of subscribers receiving our television networks through the provider and a per subscriber fee.
Advertising
We generate revenue through sales of advertising on our networks and digital platforms. The price charged for each advertising unit on our networks is generally based on audience ratings, the value of our audiences to advertisers, the quality of our programming and brand building capabilities, any viewer targeting and addressability capabilities and the number of advertising units we can place in our networks’ programming schedules. Advertising revenue is also generated from advertisements displayed during visits to website pages or application visits. Effective with the Separation and pursuant to a commercial agreement between NBCUniversal and us, NBCUniversal will sell domestic linear and related digital advertising inventory on our behalf for approximately two years.
Table of Contents
Platforms
We generate revenue from services provided through our digital platforms. The GolfNow, Fandango and SportsEngine platforms facilitate consumer transactions with golf courses, movie cinemas and studios, and youth sports leagues, respectively. Our GolfNow, Fandango and SportsEngine offerings also include cloud-based technology solutions and related services to golf courses, movie cinemas and youth sports organizations, respectively. We also offer subscription services, including CNBC’s branded offerings, which provide live and on-demand personal finance programming and GolfPass, which offers instructional videos and other golf-related content. Our revenue related to these platforms is generally transaction-based, and depending on the service, generally consists of an agreed share based on the value of underlying transactions, transaction-based fees paid by the consumer or fixed amounts for individual transactions or services provided.
Content Licensing
We generate revenue through licensing our owned content to third parties, including television networks, streaming services and other platforms, and licensing audio feeds of our programming and audio content to digital platforms.
How We Acquire Content
We produce, license and acquire the news, sports and entertainment programming and related content that we distribute across our platforms through a mix of internal production, third-party licensing and rights agreements and “work-for-hire” contracts.
News Programming
We generally produce our own news programming through our in-house news bureaus and editorial teams, supported by our ongoing relationships with global reporting agencies. We directly hire on-air talent as well as research, technical and production staff to provide quality news programming. This model is designed to enable in-depth reporting and political analysis while streamlining production costs.
Sports Programming
Our sports programming and related content is typically licensed under multiyear contractual agreements with the relevant sports leagues. The table below presents a summary of our most significant sports rights agreements. Additionally, certain content from the 2026 Olympic Winter Games and the 2028 Summer Olympic Games will be distributed on our networks through time purchase agreements pursuant to which NBCUniversal is permitted to exhibit such content on our networks and platforms. Our sports programming is produced by a combination of in-house and third-party teams. In November 2025, we introduced USA Sports, our new brand and division name for our sports portfolio and programming across USA Network and Golf Channel.
Sports Rights (1)
Rights Expiration
Premier League
2027-28 season
Atlantic Ten Conference Basketball
2028-29 season
PGA Tour, Open Championship, Ryder Cup
Between 2028 and 2033
World Wrestling Entertainment (“WWE”)
PAC-12 (2)
2030 - 2031 season
NASCAR (3)
USGA / US Open
WNBA (4)
(1) Prior to the Separation, rights agreements generally provided rights across both NBCUniversal and the Company and the combined statements of income included allocations of costs related to these contracts.
(2) Beginning with 2026, includes the right to exhibit a specified number of regular season football games, men’s and women’s basketball games, and the PAC-12 men’s basketball tournament.
(3) Includes the unilateral right by the other party to the agreement (i.e., the licensor), under certain circumstances, to shorten the term of the agreement by one year.
(4) Beginning with the 2026 WNBA season, includes the rights to produce and exhibit a specified number of WNBA regular season and playoff games, including certain games from three WNBA Finals series over the term of the agreement.
Table of Contents
Entertainment Programming
We source the majority of our entertainment programming and related content pursuant to agreements with film and television studios, production companies and other rights holders. These agreements are of varying duration and generally permit us to air, stream and/or distribute series, films and other programming during certain periods and such agreements are subject to a competitive bidding process. Our licensed content includes episodic series such as Law & Order: Special Victims Unit (USA) and Forensic Files (Oxygen), and an extensive selection of films, including franchises such as Harry Potter (USA and SYFY), The Hunger Games (USA) and Fast & the Furious (E!).
With respect to unscripted content, we generally engage third-party producers and studios to create programming on a “work-for-hire” basis, the rights to which we own upon delivery. We air such content on our networks and also license it to third parties for further distribution.
Our Competitive Strengths
Expansive Audience Scale Generated Through Highly Recognized Brands
Our brands have significant audience reach and scale across our core markets, with over 50 million viewers having watched content on a Versant network each week in 2025. Most of the hours watched on our networks are in live sports and news genres. Versant has attracted these audiences through our brands, which anchor the content we produce and distribute. We aim to provide timely, relevant and high-quality content to our audiences.
Our news, sports and entertainment brands, together with their associated programming, have large audiences and consumer bases resulting in important relationships with distributors and advertisers. As a result, Versant generates revenue through multiple sources, including linear distribution, advertising, platforms and content licensing.
Deep Relationships with Our Customers
We have long-standing and well-established consumer relationships in our core markets. Each of our networks is among the most watched within its competitive set. We have successfully evolved content offerings to reflect changing consumer preferences and technological innovations, including on digital platforms complementing our networks for MS NOW, CNBC and E! News Digital.
We have also built upon our relationships with customers through commerce, transactional and other related services, both for end-users and businesses. For example, we expanded our relationship with golf fans watching the Golf Channel network through GolfNow’s tee time reservation and golf course management technology platform.
Differentiated News, Sports and Entertainment Programming
MS NOW and CNBC provide journalism spanning national and international news, business, politics and culture. We aim for our news brands to serve as a vital source of information for millions of viewers daily, which will in turn strengthen advertiser relationships and increase appeal to distributors. We expect to build upon our existing news audience leadership with continued exceptional journalism and development of innovative consumer experiences reflecting the preeminence of our brands.
Our USA Sports content on USA Network and Golf Channel includes the Premier League, golf events such as PGA Tour tournaments, The U.S. Open, The Open Championship and the Ryder Cup, college basketball, the WNBA (starting with the 2026 season), League One Volleyball (starting with the 2026 season), PAC-12 (starting with the 2026 season) and the Olympics. Our goal is to create sports coverage that creates meaningful connections with fans, drives viewer engagement and provides valuable opportunities for advertisers. We have exclusive, long-term rights to currently airing major sports content and properties with terms that extend into the 2030s, providing long-term business visibility and we intend to evaluate opportunities to supplement our sports rights portfolio.
Our entertainment offerings, including USA Network, SYFY, E! and Oxygen True Crime, have large multiplatform audiences. These brands focus on specific content genres such as crime, true crime, science-fiction and pop culture.
We aim for the strength of and demand for our content to drive monetization across a variety of distribution channels, including through agreements we have in place with traditional and virtual MVPDs. We believe we are well-positioned to renew these agreements upon their applicable expirations given the popularity of our programming and brands, and seek to continue expanding how our content is distributed.
Table of Contents
Growing, Market Leading Digital Platforms
Our digital platforms are led by GolfNow, Fandango and Rotten Tomatoes. Each is a technology platform designed to facilitate consumer transactions and service stakeholders in our core markets. We also continue to expand digital product offerings and audiences with our other brands, including CNBC, MS NOW and E!. We believe our digital platforms have significant growth opportunity remaining, both from underlying market growth and continued share gains.
Strong Balance Sheet and Operating Performance Provides Us Financial and Strategic Flexibility
We are a well-capitalized business with multiple revenue streams and significant operating cash flows. We believe our cash flow profile and liquidity will allow us to invest across our business, both through organic or inorganic growth strategies, and return capital to shareholders through a combination of dividends and share repurchases, subject to market and other business conditions.
Experienced Management Team
Our company is led by an experienced management team with a proven track record, deep industry expertise and a forward-thinking approach to the business. Our management’s strategic priorities are on innovation, enhancing operational efficiency and maximizing long-term shareholder value.
Our Strategies
We intend to leverage our brands to maintain our leadership position and expand our business through the following strategies.
Develop Premier Content for Target Audiences
Our programming will focus on core audiences in political news and opinion, business news and personal finance, golf and athletics participation and sports and genre entertainment.
For the year ended December 31, 2025, news and sports content accounted for the majority of our audience engagement. We believe these markets will remain core to our success, benefitting from Versant’s platforms’ strength and leadership across news and sports through MS NOW, CNBC, USA Network and Golf Channel.
We expect to continue to invest in the high-quality news programming to drive an engaged and loyal audience, and we will evaluate opportunities to secure additional sports rights that drive value for Versant, benefitting from our broad reach and promotional platforms. We believe that by continuing to provide engaging news and sports programming, we will enhance our relationships with critical stakeholders, including consumers, distributors, advertisers, subscribers and licensees.
Through our entertainment cable networks and associated digital services, we attract large audiences for prominent genres, notably crime, true crime, science fiction and pop culture programming. We expect to continue investing in programming within these genres for distribution on our networks and digital platforms as well as through third parties.
Leverage our Brands and Content for Complementary and Incremental Distribution, Expanding Our Audience and Revenues
While we continue to believe that MVPD bundles provide value to our consumers, we understand that audiences increasingly consume content across a variety of digital platforms. Through Versant’s programming and brands, we plan to expand our audience reach through digital platforms such as advertising-based video on demand (“AVOD”), subscription video on demand (“SVOD”) and FAST, as well as other distribution methods, including OTA and live events. Building our presence on these platforms will further strengthen our business model.
Deepen Customer Relationships and Monetization through Complementary Transactional, Commerce and Experiential Services
Our digital platforms, led by GolfNow, Fandango and Rotten Tomatoes, have delivered new services for core audiences. We expect to continue growing and expanding these digital brands, which complement our television networks. For example, GolfNow acquires customers through promotion and content integration on the Golf Channel, with its audience of golf fans. GolfNow adds new monetization opportunities, largely transaction and technology fees, to Golf Channel’s distribution and advertising revenue. In addition, GolfNow usage enables additional consumer golf activity, which typically leads to increased viewership of the Golf Channel network. Fandango’s ticketing service and the Fandango at Home media platforms complement our networks, engaging fans of entertainment content. We also see opportunities to continue to expand our product offerings leveraging other brands, as we have with CNBC’s branded direct-to-consumer services, podcasts, conferences and live events.
Table of Contents
Pursue Disciplined Acquisitions and Investments
As a leader in our industry, we believe we are well-positioned to pursue opportunistic and disciplined acquisitions and other investments that align with our core strategy, improve our competitive positioning in the market, enhance our portfolio with complementary brands, and most importantly, deliver attractive returns for our shareholders through synergistic improvements to our revenue trajectory and cash flow profile.
Competition
We operate in highly competitive markets. Our networks compete with other networks to obtain distribution on MVPDs, and ultimately for viewing by each distributor’s subscribers. Our networks also compete with other licensors of programming and related content to secure desired programming, as well as other sellers of advertising time and space, including other television networks, radio, newspapers, outdoor media and, increasingly, websites and social media platforms. The success of our businesses depends on our ability to license and produce content for our networks that is adequate in quantity and quality and will generate satisfactory viewer ratings.
Competition in Distribution
The business of distributing our networks to traditional and virtual MVPDs is highly competitive. Our networks compete with cable and broadcast networks to secure distribution agreements with MVPDs. Our ability to secure distribution agreements on terms favorable to our networks depends primarily on the audience ratings and popularity of our networks, distribution fees charged and how our networks are positioned within MVPD bundles. Our contractual agreements with these distributors are renewed or renegotiated from time to time in the ordinary course of business. Our ability to secure distribution agreements favorable to our networks is necessary to continue to generate distribution revenue and ensure the retention of our audiences. Shifting video consumption patterns, changes in distribution models, increased popularity of competing platforms and movements towards traditional and virtual MVPD video channel tiering and a-la-carte options, may adversely affect our ability to obtain or maintain the distribution of our networks or to maintain contractual terms that are as favorable as those currently in place. Given the magnitude of our linear distribution revenue, our arrangements with large MVPDs are significant. Refer to Note 3 to the combined financial statements for additional information on these agreements.
Competition in Advertising
Our brands compete with other sellers of advertising time and space, including other networks distributed by MVPDs, streaming services, social media platforms, other online and mobile offerings, radio and newspapers. Competition for selling advertising is based primarily on the anticipated and actually delivered size and demographic characteristics of audiences as determined by various measurement services, price, the time of day when the advertising is to be aired or shown on a digital platform, audience targeting capabilities, competition from other cable networks, broadcast networks, cable television systems, direct broadcast satellite television, social and digital media and general economic conditions. Competition for audiences is based primarily on the selection of programming and content, the popularity and success of which depend on the reaction of our audience and consumers, which is often difficult to predict.
The willingness of advertisers to purchase advertising from us may be adversely affected by lower audience ratings at our networks or engagement with our digital platforms. Declines in audience ratings can be caused by increased competition for the leisure time of viewers and by audience fragmentation resulting from the increasing number of entertainment choices available, including content from streaming services, social media platforms and other digital sources.
Competition in Licensing and Acquiring Programming and Related Content
We also compete with other licensors of programming and related content, including other television networks and media platforms to secure desired programming. The market for programming is very competitive, particularly for sports programming, where the cost for such programming is significant. To secure programming, we generally must offer competitive rates, time periods, or exclusivity in our licensing agreements.
Competition in Consumer Transactions
Our digital platforms also include online businesses that compete with other businesses in the media and entertainment industry that offer similar services and resources. For example, Fandango’s online movie ticket business faces direct competition from other ticketing services and theater-specific digital applications that rely on sales of movie tickets to consumers, and Rotten Tomatoes faces direct competition from other film and television review aggregators and movie information sites that are resources for consumers seeking information on films.
Table of Contents
Seasonality
Our business is subject to cyclical variations. While our business is generally not affected by seasonal variation in the calendar year, our revenue is subject to cyclical advertising patterns and changes in viewership levels based on when we air certain sporting events or other content, including, for example, increases in viewership levels for certain of our networks due to increased audience interest in political coverage during election years.
Regulation
Our businesses are subject to various federal and state laws and regulations, and in certain cases, international laws and regulations. In particular, the Communications Act, the Federal Trade Commission Act and regulations and policies of the FCC and the Federal Trade Commission (“FTC”) affect certain aspects of our networks in the United States. Beyond the more relevant regulations summarized below, legislators and regulators frequently consider changing, and sometimes do change, existing statutes, rules or regulations, or interpretations of existing statutes, rules or regulations, or prescribe new ones, any of which may significantly affect our businesses and ability to effectively compete. Legislators and regulators, along with some state attorneys general and foreign governmental authorities, also occasionally conduct inquiries and reviews regarding our services. State legislative and regulatory initiatives can create a patchwork of different and/or conflicting state requirements, such as with respect to privacy and consumer protection regulations, that can affect our businesses and ability to effectively compete.
Content Regulation
Our networks must provide closed captioning of programming for the hearing impaired and comply with other regulations designed to make our content more accessible. We must also provide closed captioning on certain video content that we offer through digital distribution methods. Additionally, some of our cable networks may be required to provide audio description for certain non-exempt programming for the visually impaired. Congress and the FCC periodically consider proposals to enhance these accessibility requirements. Some of those proposals, if adopted, could increase our obligations substantially.
In addition, FCC regulations require MVPDs to ensure that all commercials in the programming they distribute, including our cable networks, comply with specified volume standards, limit the amount of commercial matter that may be shown on cable networks during programming originally produced and aired primarily for an audience of children 12 years of age or under, and prohibit us from including false or simulated emergency alert codes or attention signals in our content in non-emergency conditions under any circumstances.
Program Access
Under the Communications Act of 1934, as amended, and the FCC’s associated rules, our cable networks may be subject to program access rules. If so, we would be restricted from having exclusive contracts with Comcast if the FCC deems that such contracts operate as unfair methods of competition or unfair or deceptive acts or practices, and from engaging in discriminatory pricing, terms, or conditions of programming sales among competing MVPDs.
Privacy and Data Protection Regulation
Our businesses are subject to laws and regulations that impose various restrictions and obligations related to privacy, data protection and the processing of individuals’ personal information. In the United States, federal privacy laws and regulations, such as those found within the Video Privacy Protection Act, the Children’s Online Privacy Protection Act and the Telephone Consumer Protection Act, restrict companies’ collection, use, disclosure and retention of personal information. The proliferation of state-level comprehensive privacy laws, as well as laws addressing specific categories of data, users, or online services (such as information about minors, or social media platforms such as California’s Consumer Privacy Protection Act and Maryland’s Age Appropriate Design Code) has expanded consumers’ rights and company obligations, including individual rights of access, deletion, portability, correction, the right to appeal and the individual’s right to “opt in” to collection and use of certain types of “sensitive” personal information. Internationally, we are subject to the European Union’s General Data Protection Regulation and the United Kingdom’s Data Protection Act of 2018, as well as other similar laws that apply to our businesses, which broadly regulate the processing of personal information collected from individuals in those jurisdictions.
Table of Contents
Our businesses are also subject to the general FTC and state attorneys’ plenary oversight of consumer privacy protections through their enforcement authority over unfair and deceptive acts or practices, as well as through their enforcement authority over certain specific laws, such as Children’s Online Privacy Protection Act. Both the FTC and state attorneys’ general have sought to expand their authority in this area through various rulemakings and enforcement actions that address general privacy, targeted advertising data security, processing of sensitive personal information, use of artificial intelligence (“AI”) and children’s privacy. These existing and new laws may require changes to our products and services and could adversely affect our advertising businesses.
In addition, many international data protection laws, federal laws, and 50 U.S. states have security breach notification requirements that obligate businesses to provide notice to consumers and government agencies if certain information has been unlawfully accessed or exfiltrated by an unauthorized party; some of these laws also require documented information security programs.
Consumer Protection
The business of marketing and selling goods and services to consumers is subject to a wide range of laws and regulations intended to protect consumers from false and misleading advertising, unfair trade practices and other risks. Our digital businesses, in particular, are subject to a variety of federal and state regulations and laws applicable to negative option agreements (including, auto-renewing subscription programs), disclosure of all mandatory fees, such as convenience fees on the online purchase of tickets and other products and services, and notification of in-application purchases. These and other consumer protection laws and regulations are enforced at the federal level by the FTC and other administrative agencies, and at the state and local level by state attorneys general and numerous other law enforcement and administrative departments and agencies. Some of these laws also provide for private rights of action. We have in the past and may in the future be subject to claims under such regulations and laws. Moreover, consumer protection laws are constantly evolving and we cannot predict the impact of any future regulatory changes and enforcement priorities on our marketing activities.
Other Regulations and Requirements
U.S. states and localities, and various regulatory authorities regulate other aspects of our businesses, such as child protection, accessibility, user-generated content, advertising and competition in the jurisdictions in which we operate. The FCC and other federal, state and local agencies, as well as foreign governments and regulatory authorities, may undertake enforcement actions and investigations involving us, which can result in fines or being subject to sanctions.
Human Capital
As of December 31, 2025, we had approximately 4,400 full-time and part-time employees calculated on a full-time equivalent basis. Approximately 9.5% of our employees were located in over 14 countries outside the United States. We also use freelance and temporary employees in the normal course of our business. A small portion of our full-time staff U.S. employees are unionized, and many freelance, technical, production and editorial personnel, as well as some on-air employees, are covered by collective bargaining agreements or work councils. Outside the United States, employees in certain countries, particularly in Europe, are represented by an employee representative organization, such as a union, works council or employee association. Our Company has been built on a foundation of respect, integrity and trust, and we are committed to creating and fostering a work environment that promotes those values.
Health and Welfare Benefits
We offer a portfolio of health and welfare programs and solutions designed to meet the needs of our employees and their families. Our offerings include comprehensive and affordable healthcare coverage options along with a variety of additional tools and resources, including access to dedicated healthcare navigators, expert medical opinion services and virtual primary care services. In addition, we offer comprehensive family planning options and provide specialized support teams to help employees manage all stages in the family planning journey including parenthood.
We also invest in the emotional wellbeing of our employees and offer a broad array of tools and resources such as our Employee Assistance Program, which provides personal counseling sessions to support employees and their families and provide problem-solving support for a broad range of issues, including stress, anxiety, depression, substance use and more.
Table of Contents
Intellectual Property
Our company’s intellectual property portfolio is one of our most valuable assets, encompassing trademarks, copyrights and trade secrets that support our businesses. The protection and enhancement of these intellectual property rights are crucial for maintaining our brand integrity and market position. We own, or hold exclusive licenses to, numerous trademarks covering certain of our network names, logos and program titles. Many of these trademarks are registered across various jurisdictions. These trademarks help distinguish our high-quality content and ensure that viewers can reliably associate our services with our brands. We own the copyrights in a vast library of works, including original programming, digital media, articles and audiovisual content, all of which contribute to our diverse offerings in news, sports and entertainment. These copyrights provide us exclusive rights to distribute and monetize our creative works.
Furthermore, we seek to protect our trade secrets, encompassing confidential business information and processes, through internal policies and agreements which are designed to prevent unauthorized use or disclosure. The investment in and protection of our intellectual property rights are pivotal to sustaining our growth and development in the media industry. We actively monitor and enforce these rights to prevent infringement, misappropriation and other unauthorized usage and protect the longevity and success of our businesses. For a discussion of associated risks, see “Item 1A. Risk Factors.”
Legal Proceedings
We are involved, from time to time, in litigation, other legal claims, regulatory actions and other proceedings or actions by governmental authorities involving matters associated with or incidental to our business and our property in the ordinary course, both in the United States and in foreign countries. See Note 10 to our combined financial statements for more information.
AVAILABLE INFORMATION. Our corporate headquarters is located at 229 West 43rd Street, New York, New York 10036, and our telephone number is 646-832-1000. Our website address is www.versantmedia.com. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, are available, without charge, on our website, as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Reports filed with the SEC may be viewed at sec.gov. The information on our website is not, and shall not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any other filings we make with the SEC.
Table of Contents
Item 1A. Risk Factors
Investing in our securities involves uncertainty and risk due to a variety of factors. You should carefully consider each of the following risks and all of the other information contained in this Annual Report on Form 10-K and in other documents that the Company files with, or furnishes to, the SEC before making any investment decision with respect to its securities. Statements in this section are based on the Company’s beliefs and opinions regarding matters that could materially adversely affect the Company in the future and are not representations as to whether such matters have or have not occurred previously. Some of these risks relate principally to the Separation, while others relate principally to our business and the industry in which we operate or to the securities markets generally and ownership of our common stock. Further, the risks and uncertainties described below are not the only ones we face and should not be considered a complete statement of all potential risks or uncertainties that the Company faces or may face in the future. Additional risks not presently known to us or that we currently deem immaterial may also materially affect our business. Our business, prospects, results of operations, financial condition or cash flows could be materially and adversely affected by any of these risks, and, as a result, the trading price of our Class A common stock could decline. For a summary of these risks, please read “Risk Factors Summary,” which immediately precedes Part I, Item 1 of this Annual Report on Form 10-K.
Business Risk Factors
We are subject to intense competition, and if we are unable to compete effectively, our business, financial condition and results of operations could suffer.
Our businesses operate in highly competitive industries. Our networks compete with other networks to secure favorable distribution agreements with traditional and virtual MVPDs and ultimately for viewership. We also compete with companies that license programming and related content to secure desired programming, as well as companies that sell advertising time and space, including other networks distributed by MVPDs, streaming services, social media platforms, other online and mobile offerings, radio and newspapers. For more information regarding the competition facing our businesses, see “Item 1. Business—Competition.”
We compete to distribute our networks on MVPDs, including for the right to be carried on particular “tier(s)” of service and ultimately for viewership. Competition has intensified as MVPDs have explored alternative distribution methods and new types of MVPD bundles to satisfy evolving consumer preferences and reduce their programming costs. Although we intend to reach new audiences by expanding and extending our content offerings into new outlets, the market landscape is highly competitive and requires significant investment, and there can be no assurance that we will be able to compete effectively.
Additionally, we compete against companies that license programming and related content, including other networks and digital platforms. The market for programming is very competitive. Sports programming, in particular, has become significantly more competitive and expensive in recent years. As a result, there can be no assurance that we will be able to renew our existing sports programming agreements at attractive rates, or at all. In addition, content owners may choose not to license popular content to us, and as more content owners offer their content direct-to-consumer, they may reduce the quantity and quality of the content available to us. If we are unable to enter into or renew some or all of these contracts on acceptable terms, the audience appeal of our programming and related content may suffer, which could adversely affect our business, financial condition and results of operations.
We compete with companies that sell advertising time and space, such as other networks distributed by MVPDs, streaming services (including an increasing number of ad-supported streaming services), social media platforms, other online and mobile offerings, radio and newspapers. Our competition with digital media companies has intensified as advertisers have shifted, and may continue to shift, a larger portion of their total expenditures to digital media. The willingness of advertisers to purchase advertising from us may be adversely affected by lower audience ratings at our networks or less engagement on our digital platforms. Additionally, we face competition from other platforms with more tailored customer targeting capabilities that sell advertising at competitive prices.
We also compete through our digital businesses with other similar businesses. New or existing competitors may be able to develop competing services that have greater appeal or are more competitively priced, or may be able to respond more quickly and effectively than we can to new or changing opportunities, technologies, regulations or user requirements.
Competitors with significant resources, greater efficiencies of scale and fewer regulatory burdens continue to increasingly compete with our businesses. Some of these competitors could also have preferential access to customer data or other competitive information. These competitors may also have greater or more immediate access to new or innovative technologies such as generative AI, which may further intensify competition by enabling faster and lower-cost content creation and distribution, which could adversely affect our competitive position. The use of AI may also improve competitors’ operating efficiency and cost structures, allowing them to allocate resources more effectively and compete more aggressively on pricing, investment levels or content offerings. Further, consolidation of, or cooperation between, our competitors may intensify competition. For example, cooperation between competitors may allow them to offer a range of products and services, including aggregating certain content into a standalone offering, offering free or lower cost streaming services, potentially on an exclusive basis, or bundling streaming services with other digital platforms. There can be no assurance that we will be able to compete successfully in the future against existing or new competitors, or that competition will not have an adverse effect on our business, financial condition and results of operations.
Table of Contents
Our ability to compete effectively depends on our perceived image and reputation among our various constituencies, including consumers, advertisers and other business partners, employees, investors and government authorities. For example, some of these constituencies may have their own, and some have conflicting, environmental, social and governance priorities, which may present risks to our reputation and brands if these constituencies perceive misalignment.
Changes in consumer behavior, evolving technologies and distribution platforms continue to adversely affect our business.
Technological advances and evolving consumer preferences have changed how audiences consume video content, reducing the number of subscribers to MVPDs and, in turn, adversely affecting businesses like ours that derive distribution revenue from MVPDs.
As subscribers depart the MVPD ecosystem, MVPDs could deprioritize their cable television network consumer offerings or exit the cable television network business altogether, further reducing our distribution revenue and causing the advertising on our networks to become less attractive. Because we derive significant revenue through advertising on networks distributed by MVPDs, these changes have affected, and will continue to affect, our business and results of operations. Consumer demand for traditional U.S. cable television remains subject to many factors outside of our control and, while we expect subscribers to continue to depart the MVPD ecosystem, we cannot be certain how consumer demand will evolve in the future.
As we respond to the decline in consumer demand for cable television, our future success is and will be dependent on our ability to acquire, develop, adopt and leverage new and existing technologies, and our competitors’ use of certain types of technology, including AI, may provide them with a competitive advantage if we are unable to keep pace. New technologies can materially impact our businesses in a number of ways, including affecting the demand for our content and services, how we distribute our content and provide our other services and increasing competition for our digital platforms, all of which may adversely affect our business. For example, advances in technology have significantly increased the number of content distribution platforms, increasing the number of entertainment choices available to consumers, intensifying audience fragmentation and disaggregating the manner in which content is distributed and consumed. These new platforms include streaming services and aggregators, social networking and user-generated content platforms, gaming and other mobile applications. Many content owners also deliver programming or related content direct-to-consumer, which has further disrupted traditional content distribution models. As consumers turn to direct-to-consumer offerings or streaming services in lieu of cable television networks, the revenue we earn from distributing our networks to MVPDs may decrease because our revenues are derived in part from the number of MVPD subscribers. Additionally, the rising popularity of many of these content distribution platforms, including the rapid proliferation of streaming services and short-form video content on social networking platforms, have changed, and may continue to change, consumers’ expectations of video content, their willingness to pay for such content, their perception of quality entertainment and their tolerance for commercial interruptions. Such changes have reduced traditional U.S. cable television viewership and contributed to audience ratings declines for our networks.
If we are unable to anticipate or effectively respond to changes in technology, consumer behavior or distribution models, or if we are unable to execute effectively on our strategic and technology initiatives, our businesses and results of operations could be adversely affected.
The loss of programming distribution agreements, or the renewal of these agreements on less favorable terms, could adversely affect our businesses.
Our networks depend on our ability to secure and maintain favorable distribution agreements with MVPDs. The number of subscribers to our networks has decreased over time, and is likely to continue to decrease, as a result of overall reduced viewing of cable television. If our networks do not attract sufficient viewers, both new and existing MVPDs may be reluctant to distribute our networks or may decide to distribute our networks with significantly less favorable terms.
MVPDs also may elect not to enter into agreements to distribute some or all of our networks as a result of changing market dynamics and industry consolidation, which could also influence market perceptions of our networks and adversely affect our ability to negotiate carriage terms or renewals with other distributors. For example, MVPDs may seek to offer smaller packages of channels as part of their MVPD bundles, which may increase both competition for carriage on distribution platforms and marketing expenses and could adversely affect our business, financial condition and results of operations.
As a result of the Separation, our negotiating position with MVPDs may be weakened without the ability to sell our programming along with NBCU’s broadcast television networks, the Bravo cable network and Peacock. There can be no assurance that any of our programming distribution agreements will be entered into or renewed in the future on similar terms. Our inability to enter into or renew some or all of our distribution agreements on favorable terms could reduce our revenue and the reach of our programming, which could adversely affect our business, financial condition and results of operations.
Table of Contents
A decline in advertisers’ expenditures or changes in advertising markets could negatively impact our business.
We derive significant revenue from selling advertising, and declines in expenditures by advertisers have in the past negatively impacted, and may in the future, negatively impact our business, financial condition and results of operations. We have experienced, and expect to continue to experience, declines in advertising revenue caused by the economic prospects of specific advertisers or industries, increased competition for the leisure time of viewers, increased audience fragmentation, increased viewing of content through streaming services or other digital platforms and increased use of time-shifting and advertising-blocking technologies, regulatory intervention regarding where, what and when advertising may be placed, regulatory changes regarding the content of certain advertising and economic conditions generally. Additionally, expenditures by advertisers can be cyclical. For example, major sports events and election cycles may cause our advertising revenue to vary substantially from period to period. Political advertising expenditures are impacted by the ability and willingness of candidates and political action campaigns to spend funds on advertising and the competitive nature of the elections in markets featuring our programming. A decline in the economic prospects of advertisers or the economy in general could also alter current or prospective advertisers’ spending priorities. The threat of regulatory action or increased scrutiny that deters certain advertisers from advertising or reaching their intended audiences could also adversely affect advertising revenue. In addition, shifting consumer preferences towards other content distribution platforms has changed the landscape of traditional U.S. cable television advertising spending, prompting advertisers to modify their strategies, and ultimately advertising spend, and this trend may continue or accelerate.
Demand for advertising is also a factor in determining advertising rates. Lower audience ratings and reduced viewership, which our networks have experienced, and likely will continue to experience, affect advertisers’ willingness to purchase advertising from us. Advertising sales also depend on the methodology used for audience measurement and could be negatively affected if methodologies do not accurately reflect actual viewership or engagement levels. Reduced use of our online businesses and mobile applications may also adversely impact our advertising revenue.
Damage to our brands or our reputation could have a material adverse effect on our business, financial condition or results of operations.
Our brands are among our most valuable assets. We believe that our brand image, awareness and reputation strengthen our relationship with our audiences and contribute significantly to the success of our business. Maintaining, enhancing and extending our brands, as well as our rebranding efforts, may require us to make significant investments in marketing, content or new products, services or events, and these investments may not be successful. Moreover, we may introduce new content that is not popular with our consumers and advertisers, which may negatively affect our brands. To the extent our news, sports and entertainment content is not compelling to consumers, our ability to maintain a positive reputation may be adversely impacted. Our brands, credibility and reputation have been impacted from time to time, and could be damaged in the future, by incidents that erode consumer, advertiser or business partner trust or a perception that our offerings, including our journalism, programming and related content, are low quality, unreliable or fail to attract and retain audiences. The manipulation of content by bad actors, including the creation of “deep fakes” (videos created with AI to realistically impersonate persons such as journalists or political candidates), could erode audience trust by making it difficult to determine what content is real. Our brands, credibility and reputation also could be adversely impacted if our use of AI in our own products and services produces content, information, analyses or recommendations that are alleged to be deficient, inaccurate, biased, harmful, discriminatory, an intellectual property infringement, a violation of privacy rights or otherwise problematic. Additionally, litigation, governmental scrutiny and fines and significant negative claims or publicity regarding us or our operations, content, products, management, employees, practices, advertisers, business partners and culture, including individuals associated with content we create or license, impact our reputation and may damage our reputation and brands, even if meritless or untrue.
Additionally, geopolitical tensions, including as a result of geopolitical conflicts, political developments and social unease, could negatively impact the reputation of our brands. Furthermore, to the extent our marketing, cybersecurity, customer service and public relations efforts are not effective or result in negative consumer reaction, our ability to maintain a positive reputation may likewise be adversely impacted. If we are not successful in maintaining, rebranding or enhancing the image or awareness of our brands, or if our reputation is harmed for any reason, it could have a material adverse effect on our business, financial condition or results of operations.
Our business depends on the continued appeal of the content we distribute. The preferences of our viewers and distributors are difficult to forecast and subject to change.
The success of our business depends on viewer preferences and audience acceptance of the content we distribute. The factors that drive viewer engagement are often unpredictable and volatile and subject to influences that are beyond our control, such as changing consumer tastes, the quality, accessibility and appeal of competing programming, general economic conditions and competition from other entertainment activities. We may not be able to anticipate and react effectively to shifts in viewer preferences in our markets.
Table of Contents
Changes in viewer preferences and demographics have caused, and may continue to cause, the audiences for certain of our programming and related content to decline. To the extent that MVPDs and other digital platforms package channels by genre or increase customer choice as to which networks are included in their subscription packages, ratings for our networks may decline and our business, financial condition and results of operations may be adversely affected.
In addition, a failure to anticipate or respond to viewer preferences could be especially detrimental to our business, particularly for certain portions of our business that depend on a relatively small number of programs and sporting events. For example, the success of our sports programming depends on the popularity and success of the sports franchises, leagues and teams for which we have acquired programming rights. Any decline in popularity of a sports league or failure to generate fan enthusiasm may adversely impact viewership, advertising sales and distribution fees received from MVPDs when our existing carriage deals expire. If the content we distribute does not gain the level of audience acceptance we expect, or if we are unable to maintain the popularity of such content, our bargaining position may be adversely impacted when seeking to renew our distribution agreements with MVPDs, and we may experience a decrease in the number of subscribers for our networks, causing our advertising revenue to suffer.
The commercial success of the content we distribute also depends upon the quality and acceptance of competing content available in the marketplace. Other factors, including the availability of alternative forms of entertainment and leisure time activities, piracy and our ability to develop strong brand awareness may also affect the audience demand for our content. Consequently, reduced public acceptance of our news, sports and entertainment content or negative publicity regarding individuals or operations associated with our content or brands may decrease our audience share and viewer reach and adversely affect our business, financial condition and results of operations.
The growth of our digital platforms depends on our ability to attract new customers, retain existing customers and continue to grow the revenue we derive from these businesses.
Our digital platforms generate revenue from providing services directly to consumers, selling cloud-based technology and related services and selling advertisements.
We may fail to attract new customers, retain our existing customers or increase sales to both new and existing customers due to a number of factors, including:
• reductions in our current or potential customers’ spending levels, including due to a deteriorating macroeconomic environment;
• a decline in our customers’ level of satisfaction with our websites and mobile applications or our pricing;
• changes in our relationships with third parties, including app developers, payments processors and other partners;
• our ability to innovate and continue to develop and effectively market solutions that anticipate and respond to the needs of our customers;
• our brand recognition; and
• concerns relating to actual or perceived privacy or security breaches.
Our businesses depend on using and protecting certain intellectual property rights and on not infringing, misappropriating or otherwise violating the intellectual property rights of others.
We rely on our intellectual property, such as patents, copyrights, trademarks and trade secrets, as well as licenses and other agreements with our vendors and other third parties, to use various technologies, conduct our business operations and sell our products and services. Legal challenges to our intellectual property rights and claims of intellectual property infringement, misappropriation or other violation by third parties could require that we enter into royalty or licensing agreements on unfavorable terms, rebrand our platforms, products or services, incur substantial monetary liability, or be enjoined preliminarily or permanently from further use of the intellectual property in question or from the continuation of our business as currently conducted. We may need to change our business practices if any of these events occur, which may limit our ability to compete effectively and could have an adverse effect on our business, financial condition and results of operations. Even if we believe any such challenges or claims are without merit, they can be time-consuming, costly to defend and may divert management’s attention and resources away from our businesses. Moreover, if we are unable to obtain, or continue to obtain, licenses from our vendors and other third parties on reasonable terms, or at all, our business, financial condition and results of operations could be adversely affected.
Table of Contents
In addition, intellectual property constitutes a significant part of the value of our businesses, and our success is highly dependent on protecting the intellectual property rights of our brands and the content we create or acquire against third-party misappropriation, reproduction or infringement. The unauthorized reproduction, distribution or display of copyrighted material negatively affects our ability to generate revenue from the legitimate sale of our content, as well as from the sale of advertising in connection with our content and increases our costs due to our active enforcement of our intellectual property rights. Similarly, any infringement or dilution of our names, brands and logos may negatively affect their value and our ability to build equity in, and generate revenue from, such names, brands and logos. New names, brands and logos in particular may provide less protection than names, brands and logos with a more established track record of use in commerce.
The legal landscape for new technologies, including AI, remains uncertain, and legal developments could impact our ability to protect against unauthorized third-party use, misappropriation, reproduction or infringement or impact our ability to deploy new technologies. Our use or adoption of new and emerging technologies may also increase our exposure to intellectual property claims.
Piracy and other unauthorized uses of content are made easier, and the enforcement of intellectual property rights more challenging, by technological advances that allow the conversion of programming, films and other content into digital formats, which facilitates the creation, transmission and sharing of high-quality unauthorized copies. In particular, piracy of programming and related content through unauthorized digital platforms continues to present challenges for our businesses. For example, certain entities may stream our content illegally online without our consent and without paying us any compensation, and sporting events on our networks may be illegally transmitted. While piracy is a challenge in the United States, it is particularly prevalent in many parts of the world that lack developed copyright laws, effective enforcement of copyright laws and technical protective measures like those in effect in the United States. If any U.S. or international laws intended to combat piracy and protect intellectual property rights are repealed or weakened or are not adequately enforced, or if the legal system fails to adapt to new technologies that facilitate piracy, we may be unable to effectively protect our rights, the value of our intellectual property may be negatively impacted and our costs of enforcing our rights may increase.
A cyber incident or attack, information or security breach, or technology disruption or failure, may negatively impact our ability to conduct our business or result in the misuse of confidential information, including personal information or other sensitive business information, all of which could adversely affect our reputation and our business, financial condition and results of operations.
Network and information systems and other technologies, including those that are related to programming delivery, network management and digital platforms, and are otherwise embedded in our products and services, are critical to our business activities. In the ordinary course of our business, there are constant attempts by unauthorized parties to cause systems-related events and security incidents and to identify and exploit vulnerabilities in security architecture and system design. These incidents include computer hacking, cyber attacks, computer viruses, worms or other destructive or disruptive software, denial of service attacks, phishing attacks, malware, ransomware, malicious social engineering, theft, misconduct, fraud and other malicious activities. Incidents can be caused inadvertently by us or our third-party vendors due to factors such as process breakdowns, human error, software or hardware failures or vulnerabilities in security architecture or system design.
Cyber threats and attacks are constantly evolving and are growing in sophistication and frequency, which increases the difficulty of detecting and successfully defending against them. For example, we expect threat actors will continue to gain sophistication by using tools and techniques, such as AI, that are specifically designed to circumvent security controls. Some cyber attacks have had, and in the future can have, cascading impacts that unfold with increasing speed across networks, information systems and other technologies across the world and create latent vulnerabilities in our and third-party vendors’ systems and other technologies. We also obtain certain confidential, proprietary and personal information about our customers, personnel and vendors, that in many cases is provided or made available to third-party vendors who agree to protect it, which has in the past, and may in the future, become compromised through a cyber incident, attack or data breach, misappropriation, misuse, leakage, falsification or accidental release or loss of information by us or a third party. We also incorporate third-party software (including extensive open-source software), applications and data hosting and cloud-based services into many aspects of our products, services and operations, as well as rely on service providers to help us perform our business operations, all of which expose us to cyber attacks with respect to such third-party suppliers and service providers and their products and services. Due to applicable laws, regulations and contractual obligations, we may be held responsible for cybersecurity breaches or incidents experienced by such third parties in relation to the information we share with them. The occurrence of both intentional and unintentional incidents has caused, and may from time to time in the future cause, a variety of business impacts, including degradation or disruption of our products and services, theft or misuse of our intellectual property or other assets, disruption of the security of our internal systems, products, services or satellite transmission signals, power outages, the compromise or exfiltration of sensitive, personal, proprietary, confidential or technical business information and customer or vendor data and reputational impacts. In addition, despite efforts to detect unlawful intrusions, attacks can persist for an extended period of time before being detected, and following detection, it may take considerable time to understand the nature, scope, impact and timing of the incident.
Table of Contents
While we develop and maintain systems and operate programs that seek to prevent security incidents from occurring, these efforts are costly and must be constantly monitored and updated in the face of sophisticated and rapidly evolving attempts to overcome our security measures and protections. Due to complexity and interconnectedness of our systems and those of our third-party vendors, the process of enhancing our protective measures can itself create a risk of systems disruptions and security issues. The occurrence of both intentional and unintentional incidents has caused, and may from time to time in the future cause, a variety of business impacts. These include degradation or disruption of our products and services, theft or misuse of our intellectual property or other assets, disruption of the security of our internal systems, products, services or satellite transmission signals, power outages, the compromise or exfiltration of sensitive, personal, proprietary, confidential or technical business information and customer or vendor data and reputational impacts. In addition, despite efforts to detect unlawful intrusions, attacks can persist for an extended period of time before being detected, and following detection, it may take considerable time to understand the nature, scope, impact and timing of the incident. Moreover, the amount and scope of insurance we maintain against losses resulting from any of the foregoing events likely would not be sufficient to fully cover our losses or otherwise adequately compensate us for disruptions to our business that may result. Repercussions of these incidents have in the past included and may in the future include legal proceedings or significant regulatory fines, oversight and other remedial measures, including with respect to relevant consumer privacy rules, or otherwise have an adverse effect on our company. Despite our efforts, we expect that we will continue to experience such incidents in the future, and there can be no assurance that any such incident will not have an adverse effect on our reputation or our business, financial condition and results of operations.
We are subject to complex and evolving laws and regulations related to privacy and data protection.
Our businesses are subject to laws and regulations that impose various restrictions and obligations related to privacy, data protection, and the processing of individuals’ personal information. In the United States, federal privacy laws and regulations, such as those found within the Video Privacy Protection Act and Children’s Online Privacy Protection Act, restrict companies’ collection, use, disclosure and retention of personal information. State-level comprehensive privacy laws, as well as laws addressing specific categories of data, users, or online services (such as information about minors or social media platforms) also impose obligations related to the processing of personal information, and provide consumers with individual rights over their personal information, including access, deletion, portability, correction, the right to appeal, and the individual’s right to “opt in” to collection and use of certain types of “sensitive” personal information. Internationally, we are subject to the European Union’s General Data Protection Regulation and the United Kingdom’s Data Protection Act of 2018, as well as many other similar laws that apply to our businesses, which broadly regulate the processing of personal information collected from individuals in those jurisdictions. For more regarding the privacy and data protection regulation of our business, see “Item 1. Business—Regulation.”
The number and complexity of these laws and regulations continues to increase. New privacy and data protection laws and regulations continue to be introduced and interpretations of existing privacy and data protection laws and regulations, some of which may be inconsistent with one another, continue to evolve. As a result, significant uncertainty exists as to the application and scope of these laws and regulations. Compliance with these laws and regulations is costly, and such costs may increase as new laws or regulations are introduced. In addition, we may become subject to legal claims or regulatory actions, which could have an adverse effect on our reputation or our business, financial condition and results of operations.
Our network rebrands may result in customer confusion and disruption, leading to lower ratings and monetization.
In connection with the Separation, in August 2025 we announced the rebranding of MSNBC as MS NOW, which became effective in November 2025, and that Versant’s sports programming will come together under the new brand USA Sports. We will also remove the Peacock logo from our other networks, platforms and products in connection with the Separation. In addition, we entered into commercial agreements with Comcast in connection with the Separation pursuant to which Comcast granted us a license to use certain intellectual property rights owned by Comcast, and which contains limitations on how we may use the licensed intellectual property rights and will limit how long we may continue to use such brands. For example, our use of the CNBC brand is subject to a trademark license agreement with Comcast that provides an initial term of five years, which may be extended.
Any new names, brands and logos may not benefit from the same recognition and association with quality as their predecessor names, brands and logos, which may affect our ability to attract and maintain viewers who may not recognize these new names, brands and logos. As a result, we may not be successful at maintaining viewership levels as we transition to new names, brands and logos. Any loss of viewers due to such repositioning may impact the attractiveness of our networks and digital platforms to distributors and advertisers, which could in turn reduce our linear distribution revenue and our advertising revenue. We may also incur additional costs related to marketing efforts with respect to any new names, brands and logos. Moreover, new names, brands and logos may be subject to challenge by third parties under intellectual property laws. See “Item 1A. Risk Factors—Our businesses depend on using and protecting certain intellectual property rights and on not infringing, misappropriating or otherwise violating the intellectual property rights of others.” As a result, any such brand repositioning could adversely affect our business, financial condition and results of operations, and, if unsuccessful or challenged, could require further repositioning.
Table of Contents
Weak economic conditions may have a negative impact on our businesses.
A substantial portion of our revenue comes from customers whose spending patterns may be 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 our current and potential customers, particularly advertisers whose expenditures are sensitive to general economic conditions, vendors and others with whom we do business and their ability to satisfy their obligations to us. Uncertain economic conditions, including as a result of geopolitical dynamics, changes in trade policies and foreign exchange rates, could adversely affect demand for any of our products or services and have a negative impact on our results of operations. In addition, inflationary conditions or a general increase in price levels may increase our costs of licensing and acquiring programming and related content, as well as increase our other costs of doing business, which could negatively affect our profitability. This risk may be increased by the expanded availability of free or lower cost competitive services on other content distribution platforms which could lead to pressure on our advertising revenue by reducing the number of viewers of our content.
We may from time to time record impairment charges for goodwill and intangible assets.
We have a significant amount of goodwill and intangible assets on our combined balance sheets. In accordance with GAAP, management periodically assesses these assets for impairment (see “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Estimates” and Note 7 to the combined financial statements included elsewhere in this Annual Report on Form 10-K). The occurrence of certain events and circumstances has resulted in, and these or other new developments could result in, a downward revision in the estimated fair value of our business and intangible assets. For example, continued negative industry or economic trends, including the decline of traditional U.S. cable television viewership and related advertising revenues, changes in advertising markets and other disruptions to our business, could negatively affect our estimates of fair value. We also continually evaluate whether current factors or indicators, such as prevailing economic conditions, require the performance of an interim impairment assessment. Future changes in events or circumstances, such as downturns in global economic conditions, continued decline in consumer demand for cable television and the occurrence of other events and circumstances described elsewhere in this Annual Report on Form 10-K, could result in decreases in the fair value of our business and intangible assets and require us to record impairment losses that could materially adversely affect our results of operations in the periods recognized.
The loss of key management personnel or popular on-air and creative talent could have an adverse effect on our businesses.
We rely on certain key management personnel in the operation of our businesses and the loss of one or more of our key management personnel could have a negative impact on our businesses.
In addition, we depend on the abilities and expertise of on-air and creative talent. If we fail to attract or retain on-air or creative talent, if the costs to attract or retain such talent increase materially, or if these individuals cause negative publicity or lose their current appeal, our businesses could be adversely affected. In addition, many of our talent have loyal audiences. These individuals are important to audience endorsement of our programs and other content. There can be no assurance that these individuals will remain with us or retain their current audiences.
Labor disputes, whether involving employees or sports organizations, may disrupt our operations and adversely affect our businesses.
We and some of our suppliers and business partners currently retain, and may in the future retain, the services of writers, directors, on-air talent or other performers, technicians, trade employees and others involved in the development and production of our content who are covered by collective bargaining agreements. If negotiations to renew expiring collective bargaining agreements are not successful or become unproductive, the affected unions could take actions such as strikes, work slowdowns or work stoppages. Strikes, work slowdowns, work stoppages, or the possibility of such actions, could result in delays in the production of, or the release of, the content aired by our networks, higher production costs or increased costs of labor, and may in turn affect our ability to acquire content at a reasonable price or at all. If we or the producers of the content we air on our networks are unable to reach agreement with a labor union before the expiration of a collective bargaining agreement, the employees who were covered by that agreement may decide to exercise their right to strike or take other actions that could adversely affect us, which could disrupt our operations and reduce our revenue, and the resolution of any disputes may increase our costs. In addition, labor disputes in sports organizations with which we have programming rights agreements could have an adverse effect on our businesses.
We are subject to regulation by federal, state and local authorities, which impose additional costs and restrictions on our businesses.
Our businesses are subject to various federal, state and local laws and regulations. For example, the Communications Act and FTC regulations affect certain aspects of our business. Furthermore, laws and regulations that hinder or stimulate the growth of linear or digital video programming distribution could also affect our business. Our digital platforms are also subject to a variety of laws and regulations, including those relating to issues such as content regulation, privacy and data protection and consumer protection.
Table of Contents
Legislators and regulators at all levels of government frequently consider changing, and sometimes do change, existing statutes, rules or regulations, or interpretations of existing statutes, rules or regulations, or prescribe new ones, any of which may significantly affect our businesses and ability to effectively compete. Applying existing laws in novel ways to new technologies, including AI, may also affect our business. In particular, the evolving and unsettled legal and regulatory frameworks governing intellectual property, privacy and data protection as they relate to AI may increase our compliance costs, limit the use of certain technologies, or constrain the pace at which we are able to innovate or respond to competitive pressures.
Any future legislative, judicial, regulatory or administrative actions may increase our costs or impose additional restrictions on our businesses, some of which may be significant. We are unable to predict the outcome or effects of any of these potential actions or any other legislative or regulatory proposals on our businesses.
Failure to comply with the laws and regulations applicable to our businesses could result in administrative enforcement actions, fines and civil and criminal liability, and have a negative impact on our business, results of operations and financial condition. For more regarding the regulation of our business, see “Item 1. Business—Regulation.”
Unfavorable litigation or governmental investigation results could require us to pay significant amounts or lead to onerous operating procedures.
We are subject from time to time to a number of lawsuits, including claims relating to intellectual property rights (including copyrights, trademarks and patents), employment and labor matters, personal injury and property damage, negligence, customer privacy, regulatory requirements, advertising, marketing and selling practices and competition. In addition, in the ordinary course of business, we have in the past, and may in the future, face a wide variety of claims relating to defamation, disparagement, libel, free speech, the nature and substance of our content or statements made by personnel or talent. We also expend substantial resources complying with various regulatory and government standards, including any related investigations and litigation. Greater constraints on the use of arbitration to resolve certain of these disputes also could adversely affect our business. Adverse outcomes in any lawsuits or investigations could result in significant monetary damages or injunctive relief that could adversely affect our business, results of operations or financial condition. In addition, regardless of the ultimate merit or outcome of such lawsuits, investigations or claims, these proceedings may have an adverse impact on our business as a result of legal costs, diversion of the attention of management and other personnel, harm to our reputation and other factors.
Our inability to successfully make investments in, or acquire and integrate, other businesses, assets, products or technologies could harm our business, financial condition or operating results.
Our success may depend on opportunities to buy other businesses or technologies that could complement, enhance or expand our current business or products or that might otherwise offer us growth opportunities. We may pursue strategic transactions from time to time, including, but not limited to, acquisitions, joint ventures, partnerships and strategic investments. Such transactions may result in dilutive issuances of our equity securities, use of our cash resources and incurrence of debt and amortization expenses related to intangible assets. Any strategic transaction that we are able to identify and complete may be accompanied by a number of risks, including:
• the difficulty of assimilating the operations and personnel of acquired companies into our operations;
• the potential disruption of our ongoing business and distraction of management;
• the incurrence of additional operating losses and operating expenses of the businesses we acquired or in which we invested;
• the difficulty of integrating acquired technology and rights into our services and unanticipated expenses related to such integration;
• the failure to successfully further develop an acquired business or technology and any resulting impairment of amounts currently capitalized as intangible assets;
• the failure of strategic investments to perform as expected or to meet financial projections;
• the potential for patent and trademark infringement and data privacy and security claims against the acquired companies, or companies in which we have invested;
• litigation or other claims in connection with acquisitions, acquired companies, or companies in which we have invested;
• the impairment or loss of relationships with customers and partners of the companies we acquired or in which we invested or with our customers and partners as a result of the integration of acquired operations;
• the impairment of relationships with, or failure to retain, employees of acquired companies or our existing employees as a result of integration of new personnel;
Table of Contents
• the difficulty of integrating operations, systems and controls as a result of cultural, regulatory, systems and operational differences;
• the performance of management of companies in which we invest but do not control;
• in the case of foreign acquisitions and investments, the impact of particular economic, tax, currency, political, legal and regulatory risks associated with specific countries; and
• the impact of known potential liabilities or liabilities that may be unknown, including as a result of inadequate internal controls, associated with the companies we acquired or in which we invested.
Our failure to be successful in addressing these risks or other problems encountered in connection with our past or future acquisitions and strategic investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities and harm our business, financial condition and results of operations.
Spin-Related Risk Factors
We may not realize the anticipated benefits from the Separation, and the Separation could harm our business.
We may not be able to achieve the full strategic and financial benefits expected to result from the Separation, or such benefits may be delayed or not occur at all. The Separation is expected to provide both companies with potential opportunities and benefits, such as clear strategic direction, resource and capital allocation, enhanced operating focus, management and employee incentives and investor choice and value creation. We may not achieve these and other anticipated benefits for a variety of reasons, including, among others:
• post-Separation activities will continue to require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing our business;
• we may be more susceptible to economic downturns and other adverse events than if we were still a part of Comcast; and
• our business is less diversified than Comcast’s business prior to the Separation and our business also experienced a loss of scale and access to certain financial, managerial and professional resources from which we have benefited in the past.
If we fail to achieve some or all of the benefits expected to result from the Separation, or if such benefits are delayed, our business could be harmed.
We have no history of operating as an independent company, and our combined financial statements are not necessarily representative of the results that we would have achieved as an independent, publicly traded company and may not be a reliable indicator of our future results.
Our combined financial statements included in this Annual Report on Form 10-K have been derived from Comcast’s consolidated financial statements and accounting records and are not necessarily indicative of our future results of operations, financial condition or cash flows, nor do they reflect what our results of operations, financial condition or cash flows would have been as an independent public company during the periods presented. In particular, the combined financial statements included in this Annual Report on Form 10-K are not necessarily indicative of our future results of operations, financial condition or cash flows primarily because of the following factors:
• prior to the Separation, our business was operated by Comcast on a combined basis as part of its broader corporate organization, rather than as an independent company or distinct business unit or division, with Comcast or its affiliates providing support for various corporate functions for us;
• our combined financial results reflect the direct, indirect and allocated costs for such services historically provided by Comcast, and these costs may significantly differ from the comparable expenses we would have incurred as an independent, publicly traded company;
• prior to the Separation, our business was integrated with that of Comcast and we benefited from Comcast’s arrangements in terms of costs, employees and commercial relationships. Thus, costs we will incur as an independent company may exceed comparable costs we would have incurred as part of Comcast and some of our commercial relationships may be weakened or lost;
• we historically operated within Comcast’s corporate-wide cash management and centralized funding programs, and as an independent company our borrowing costs may significantly differ from Comcast’s borrowing costs;
• the combined financial statements may not fully reflect the costs associated with the Separation, including the costs related to being an independent public company; and
• our combined financial statements do not reflect our obligations under the various transitional and other agreements we have entered into with Comcast in connection with the Separation, and costs under such agreements may be more than what was charged to our business in the past.
Table of Contents
Our combined financial statements included in this Annual Report on Form 10-K may not give effect to various ongoing additional costs we may incur in connection with being an independent public company. Accordingly, our combined financial statements do not reflect what our results of operations, financial condition or cash flows would have been as an independent public company and are not necessarily indicative of our future financial condition or future results of operations.
See “Item 7A. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our combined financial statements and the notes to those statements included elsewhere in this Annual Report on Form 10-K.
We historically operated within Comcast, and there are risks associated with the Separation.
We historically operated within Comcast, and our current relationship with Comcast, including NBCUniversal Media, LLC (“NBCUniversal”), has changed as a result of the Separation. These and other changes could have an adverse effect on our business, financial condition and results of operations.
In connection with the Separation, we entered into a separation and distribution agreement that provides a framework for our relationship with Comcast after the Separation. However, there can be no assurance that the provisions in the separation and distribution agreement will continue to be beneficial for Versant. For example, Comcast and NBCUniversal provided guarantees for our benefit to third parties with respect to certain of our contractual obligations. As an independent company, we may not be able to obtain similar terms for new contracts, or renew existing contracts on favorable terms or at all. In addition, pursuant to the separation and distribution agreement, we are required to indemnify and reimburse Comcast and its subsidiaries for any payments made by Comcast or its subsidiaries and for any liabilities of Comcast or its subsidiaries arising out of their obligations under guarantees provided by them for our benefit to third parties with respect to certain of our contractual obligations, if such guarantees are not removed or replaced by the time of the Separation. Such payments are not subject to any cap.
Furthermore, when we renegotiate our carriage agreements with distributors, we will no longer have the ability to do so with the benefit of negotiating as part of NBCUniversal, which may result in less advantageous terms for Versant. Separately, we may lose the advantage of volume discounts with certain vendors that are enjoyed by large organizations like Comcast or NBCUniversal.
In connection with the Separation, we also entered into certain commercial arrangements with Comcast. Although these agreements are generally based on market terms that could be obtained from other providers and relate to ordinary course business functions, they are important to our ability to provide certain content to our viewers, provide certain services to our customers and generate portions of our revenue, and we may be required to expend significant resources to renew these commercial arrangements with Comcast, find alternative business partners to provide similar services in the future and/or develop capabilities so that we can perform certain of these functions internally. There can be no assurance that we will be able to do so on attractive terms or at all, which could adversely impact our business, financial condition and results of operations. We also entered into commercial agreements with Comcast in connection with the Separation pursuant to which Comcast granted us a license to use certain intellectual property rights owned by Comcast and which contain limitations on how we may use the licensed intellectual property rights and limit how long we may continue to use such brands. For example, our use of the CNBC brand will be subject to a trademark license agreement with Comcast that provides an initial term of five years, after which time we may need to reposition the related network and related platforms and products. Moreover, we are subject to certain restrictions on our businesses that will prevent us from using certain trademarks to compete with certain Comcast businesses in certain international territories for a period after the expiration of the license. See “Item 1A. Risk Factors—Our network rebrands may result in customer confusion and disruption, leading to lower ratings and monetization.”
In addition, Comcast will continue to provide certain services to us on a transitional basis that were previously provided by Comcast to us when we were part of Comcast. Comcast may not successfully execute its obligations to us under these arrangements, and any interruption in the functions or services that will be provided to us by Comcast could have an adverse effect on our business, financial condition and results of operations. Comcast may also allege that we have failed to perform our obligations to Comcast under these arrangements, which may subject us to claims and liability.
We have and will incur significant costs to create the infrastructure necessary to operate as an independent public company and may experience operational disruptions in connection with the Separation.
Prior to the Separation, Comcast performed all or part of certain corporate functions for us, including information technology, shared services, insurance, logistics, human resources, public company reporting, finance and internal audit functions. Following the Separation, pursuant to the transition services agreement, Comcast will continue to provide some of these services to us on a transitional basis, generally for a period of up to two years. Comcast may not successfully execute all of these functions during the transition period or we may have to expend significant efforts or incur costs materially in excess of those estimated to be paid to Comcast under the transition services agreement in the event of any such failure. Any interruption in these services could have an adverse effect on our business, financial condition and results of operations.
Table of Contents
In addition, by the end of this transition period, we will need to perform these functions ourselves or hire third parties to perform these functions on our behalf. The costs associated with performing or outsourcing these functions may exceed the amounts reflected in our combined financial statements that were incurred as a business segment of Comcast. We began incurring costs in the second quarter of 2025 to establish the necessary infrastructure and create the systems and services to replace many of the systems and services that Comcast currently provides to us. However, we may not be successful in implementing these systems and services in a timely manner or at all, and we may incur additional costs in connection with, or following, the implementation of these systems and services. A significant increase in the costs of performing or outsourcing these functions could materially and adversely affect our business, results of operations and financial condition.
Moreover, we have made, and may continue to make, substantial capital investments to establish independent physical infrastructure following the Separation. For example, we have made significant investments to develop our own offices and production sites. These efforts to build the infrastructure necessary to operate independently have been, and could continue to be, costly and complex. There can be no assurance that we will be successful in implementing our own systems or in securing new facilities and services without experiencing delays or unexpected cost overruns. If we are unable to operate our business efficiently or cost-effectively, our profitability may be adversely affected.
Furthermore, we may experience certain operational disruptions in connection with the Separation as we transition to operating as an independent public company, including information technology disruptions as certain data, software, information technology hardware and other information technology assets and systems are transitioned or re-allocated between us and Comcast pursuant to the separation and distribution agreement and the transition services agreement. Additionally, we may experience operational disruptions as we implement new systems or upgrades in connection with the Separation and also with such transition upon the expiration of the transition period under the transition services agreement. In addition, the efforts related to the separation of the information technology environment will require significant resources that could impact our ability to keep pace with ongoing advancement of information technology needs of the business. Our ability to effectively manage and operate our business depends significantly on information technology systems, and any failure, disruption, interruption, malfunction or other issue with respect to such systems could have an adverse effect on our business, financial condition and results of operations.
The obligations associated with being a public company will require significant resources and management attention.
We are directly subject to reporting and other obligations under the Exchange Act and the rules of Nasdaq. As an independent public company, we are required to, among other things:
• prepare and distribute periodic reports, proxy statements and other shareholder communications in compliance with the federal securities laws and rules;
• have our own Board of Directors and committees thereof, which comply with federal securities laws and rules and stock exchange rules;
• institute our own financial reporting and disclosure compliance functions;
• establish investor relations and treasury functions;
• establish internal policies, including those relating to trading in our securities and disclosure controls and procedures; and
• comply with the rules and regulations implemented by the SEC, the Sarbanes-Oxley Act, the Dodd-Frank Act, the Public Company Accounting Oversight Board and Nasdaq.
These reporting and other obligations place significant demands on our management and our administrative and operational resources, including accounting resources, and we expect to face increased legal, accounting, administrative and other costs and expenses relating to these demands that we had not incurred as a segment of Comcast. Our accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which we became subject to following the Separation. To comply with these requirements, we duplicated information technology infrastructure, implemented additional financial and management controls, reporting systems and procedures and hired additional accounting, finance, tax, treasury and information technology staff. Our investment in compliance with existing and evolving regulatory requirements has, and may continue to result in, increased administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If we are unable to do this in a timely and effective fashion, our ability to comply with our financial reporting requirements and other rules that apply to reporting companies could be impaired, which could have a material adverse effect on our business, results of operations, financial condition and cash flows.
Table of Contents
If we fail to maintain effective internal controls, we may not be able to report our financial results accurately or timely or prevent or detect fraud, which could have a material adverse effect on our business or the market price of our securities.
In accordance with Section 404 of the Sarbanes-Oxley Act, our management will be required to conduct an annual assessment of the effectiveness of our internal control over financial reporting and include a report on these internal controls in the annual reports we will file with the SEC beginning with the Annual Report on Form 10-K for the year ended December 31, 2026. Similarly, our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal controls until our Annual Report on Form 10-K for the year ended December 31, 2026. Leading up to it and when required, this process will require significant documentation of policies, procedures and systems, review of that documentation by our internal auditing and accounting staff and our outside independent registered public accounting firm, and testing of our internal controls over financial reporting by our internal auditing and accounting staff and our outside independent registered public accounting firm. This process will involve considerable time and attention, may strain our internal resources, and will increase our operating costs. We may experience higher than anticipated operating expenses and outside auditor fees during the implementation of these changes and thereafter. If management or our independent registered public accounting firm determines that our internal control over financial reporting is not effective, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Class A common stock could be negatively affected, and we could become subject to investigations by Nasdaq, the SEC, or other regulatory authorities, which could require additional financial and management resources. In addition, if our controls are not effective, our ability to accurately and timely report our financial position could be impaired, which could result in late filings of our annual and quarterly reports under the Exchange Act, restatements of our combined financial statements, a decline in our stock price, or suspension or delisting of our Class A common stock from Nasdaq, and could have a material adverse effect on our business, financial condition, prospects and results of operations.
In connection with the Separation, Comcast agreed to indemnify us for certain liabilities, and we agreed to indemnify Comcast for certain liabilities. If we are required to act under these indemnities to Comcast, we may need to divert cash to meet those obligations, which could adversely affect our financial results. Moreover, the Comcast indemnity may not be sufficient to insure us against the full amount of liabilities for which we will be allocated responsibility.
Pursuant to the separation and distribution agreement and other agreements with Comcast, Comcast has agreed to indemnify us for certain liabilities, and we have agreed to indemnify Comcast for certain liabilities. Payments that we may be required to provide under indemnities and reimbursements to Comcast are not subject to any cap, may be significant and could negatively affect our business, particularly under indemnities relating to our actions that could affect the tax-free nature of the Separation. Third parties could also seek to hold us responsible for the liabilities that Comcast has agreed to retain, and under certain circumstances, we may be subject to continuing contingent liabilities of Comcast following the Separation that arise relating to the operations of the our business during the time that it was a business segment of Comcast prior to the Separation, such as certain tax liabilities which relate to periods during which taxes of our business were reported as a part of Comcast; certain liabilities retained by Comcast which relate to contracts or other obligations entered into jointly by our business and Comcast’s retained business; certain environmental liabilities related to sites at which both Comcast and our business operated; and certain liabilities arising from third-party claims in respect of contracts in which both Comcast and our business supply goods or provide services.
Comcast has agreed to indemnify us for such contingent liabilities. While we have no reason to expect that Comcast will not be able to support its indemnification obligations to us, we can provide no assurance that Comcast will be able to fully satisfy its indemnification obligations or that such indemnity obligations will be sufficient to cover our liabilities for matters which Comcast has agreed to retain, including such contingent liabilities. Moreover, even if we ultimately succeed in recovering from Comcast any amounts for which we are indemnified, we may be temporarily required to bear these losses ourselves. Each of these risks could have a material adverse effect on our business, results of operations and financial condition.
In connection with the Separation, we incurred substantial indebtedness, which could restrict our business and adversely impact our cash flows, business, financial condition and results of operations.
In connection with the Separation, on October 3, 2025, we entered into a credit agreement with respect to (i) a loan of $1.0 billion due January 2031 (the “Term Loan A”) and (ii) a revolving credit facility of $750 million due January 2031 (the “Revolving Credit Facility”) and on October 29, 2025, we entered into an indenture pursuant to which we issued $1.0 billion aggregate principal amount of 7.250% senior secured notes due 2031 (the “Senior Notes”). On January 2, 2026, we entered into a separate credit agreement providing for a term loan of $1.0 billion with a five-year term to maturity (the “Term Loan B ” and together with Term Loan A, the “Term Loans”). We used a portion of the proceeds of such indebtedness to make a cash payment of approximately $2.25 billion to Comcast as consideration for assets that were contributed to us in connection with the Separation, with the remainder being used for general corporate purposes. See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” This level of debt could have significant consequences on our future operations, including:
Table of Contents
• resulting in an event of default if we fail to comply with the financial and other restrictive covenants contained in such debt agreements, which could result in all of our debt becoming immediately due and payable;
• reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and other general corporate purposes and limiting our ability to obtain additional financing for these purposes;
• limiting our flexibility in planning for, or reacting to and increasing our vulnerability to, changes in our business, the industry in which we operate and the general economy; and
• placing us at a competitive disadvantage compared to any of our competitors that have less debt or are less leveraged.
Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations. We may also incur substantial additional indebtedness in the future.
In addition, we may be unable to service or refinance our debt or maintain compliance with restrictive covenants in our debt instruments. Our cash flow from operations will provide the primary source of funds for our debt service payments. If our cash flow from operations declines, we may be unable to service or refinance our current debt. If we fail to comply with any covenant in the future, including any financial covenant, it could result in an event of default and make the entire debt incurred thereunder immediately due and payable or we may be forced to sell assets, restructure our indebtedness or seek additional equity capital, which would dilute our shareholders’ interests.
In addition, the terms of the indebtedness we have incurred include, and any future indenture or credit agreements that we may enter into may include, restrictive covenants that, subject to certain exceptions and qualifications, restrict or limit our ability and the ability of our subsidiaries to, among other things, incur additional indebtedness, pay dividends, make certain investments, sell certain assets and enter into certain strategic transactions, including mergers and acquisitions. These covenants and restrictions could affect our ability to operate our business and may limit our ability to react to market conditions or take advantage of potential business opportunities as they arise. The Separation may increase the overall cost of debt funding and decrease the overall debt capacity and commercial credit available to us.
We potentially could have received better terms from unaffiliated third parties than the terms we will receive in our agreements with Comcast.
The agreements we entered into with Comcast in connection with the Separation were negotiated while we were still part of Comcast’s business. Accordingly, during the period in which the terms of those agreements were negotiated, we did not have an independent Board of Directors or a management team independent of Comcast. The terms of the agreements negotiated in the context of the Separation relate to, among other things, the allocation of assets, intellectual property, liabilities, rights and other obligations between Comcast and us, and arm’s-length negotiations between Comcast and an unaffiliated third-party in another form of transaction, such as a buyer in a sale of a business transaction, may have resulted in more favorable terms to the unaffiliated third-party.
If the Separation, together with certain related transactions, do not qualify as transactions that are tax-free for U.S. federal income tax purposes or non-U.S. tax purposes, Comcast and/or holders of Comcast common stock could be subject to significant tax liability.
It is intended that the Separation, together with certain related transactions, will qualify as a “reorganization” within the meaning of Section 368(a)(1)(D) of the Code and a distribution to which Section 355 of the Code applies, and the distribution by Comcast of the proceeds from the $2.25 billion special cash payment made by Versant in connection with the Separation, will qualify as money distributed to Comcast creditors or shareholders in connection with the reorganization for purposes of Section 361(b) of the Code. We received the opinion of Davis Polk & Wardwell LLP to the effect that such transactions will qualify for this intended tax treatment. In addition, it is intended that the Transactions generally will qualify as transactions that are tax-free for U.S. federal income tax and applicable non-U.S. tax purposes. The opinion relied on certain representations, assumptions and undertakings, including those relating to the past and future conduct of our business, and the opinion would not be valid if such representations, assumptions and undertakings were incorrect. Notwithstanding the opinion, the IRS could determine that the Separation should be treated as a taxable transaction for U.S. federal income tax purposes if it determines that any of the representations, assumptions or undertakings that were relied on for the opinion are false or have been violated, if it disagrees with the conclusions in the opinion, or for other reasons, including as a result of significant changes in the stock ownership of Comcast or us after the Separation.
If the Separation, together with certain related transactions, fail to qualify for the intended tax treatment, for any reason, Comcast and/or holders of Comcast common stock could be subject to substantial U.S. and/or applicable non-U.S. taxes as a result of the Separation, and we could incur significant liabilities under applicable law or as a result of the tax matters agreement.
Table of Contents
If the Separation is taxable to Comcast as a result of a breach by us of any covenant or representation made by us in the tax matters agreement, we generally will be required to indemnify Comcast and the obligation to make payments on this indemnification obligation could have a material adverse effect on us.
As described above, it is intended that the Separation, together with certain related transactions, will qualify as tax-free transactions to Comcast and to holders of Comcast common stock, except with respect to any cash received in lieu of fractional shares of common stock, and that the transactions generally will qualify as tax-free transactions. If the Separation and/or any of the related transactions are not so treated or are taxable to Comcast due to a breach by us (or any of our subsidiaries) of any covenant or representation made by us in the tax matters agreement, we generally will be required to indemnify Comcast for all tax-related losses suffered by Comcast. In addition, we will not control the resolution of any tax contest relating to taxes suffered by Comcast in connection with the Separation, and we may not control the resolution of tax contests relating to any other taxes for which we may ultimately have an indemnity obligation under the tax matters agreement. In the event that Comcast suffers tax-related losses in connection with the Separation that must be indemnified by us under the tax matters agreement, the indemnification liability could have a material adverse effect on us.
We are subject to significant restrictions on our actions following the Separation in order to avoid triggering significant tax-related liabilities.
The tax matters agreement generally prohibits us from taking certain actions that could cause the Separation and certain related transactions to fail to qualify as tax-free transactions, including:
• during the two-year period following January 2, 2026 (the “Separation Date”) (or otherwise pursuant to a “plan” within the meaning of Section 355(e) of the Code), we may not cause or permit certain business combinations or transactions to occur;
• during the two-year period following the Separation Date, we may not discontinue the active conduct of our business (within the meaning of Section 355(b)(2) of the Code);
• during the two-year period following the Separation Date, we may not sell or otherwise issue our common stock, other than pursuant to issuances that satisfy certain regulatory safe harbors set forth in Treasury regulations related to stock issued to employees and retirement plans;
• during the two-year period following the Separation Date, we may not redeem or otherwise acquire any of our common stock, other than pursuant to open-market repurchases of less than 20% of our common stock (in the aggregate);
• during the two-year period following the Separation Date, we may not amend our certificate of incorporation (or other organizational documents) or take any other action, whether through a shareholder vote or otherwise, affecting the voting rights of our common stock; and
• more generally, we may not take any action that could reasonably be expected to cause certain steps of the Separation to fail to qualify as tax-free transactions for U.S. federal income tax purposes or for non-U.S. tax purposes.
Under the tax matters agreement, we may take an action described above if, prior to taking such action, we obtain an IRS letter ruling or an acceptable opinion of tax counsel, upon which Comcast may rely, to the effect that taking such action will not affect the intended tax-free treatment of the Separation and certain related transactions. Even if we obtain such a ruling or opinion, and if we take any of the actions above and such actions result in tax-related losses to Comcast, we generally will be required to indemnify Comcast for such tax-related losses under the Tax Matters Agreement. Due to these restrictions and indemnification obligations under the tax matters agreement, we may be limited in our ability to pursue strategic transactions, equity or convertible debt financings or other transactions that may otherwise be in our best interests. Also, our potential indemnity obligation to Comcast might discourage, delay or prevent a change of control that our shareholders may consider favorable.
Common Stock Risk Factors
The price and trading volume of our Class A common stock may be volatile, and our shareholders could lose all or part of their investment in the Company.
A “when issued” trading market for our Class A common stock began on Nasdaq on December 15, 2025, and on January 5, 2026, our Class A common stock began “regular way” trading on Nasdaq under the ticker symbol “VSNT.” Prior to this, there was no trading market for shares of our Class A common stock. An active trading market may not develop or be sustained for our Class A common stock, and we cannot predict the prices at which our Class A common stock will trade in the future. The market price of our Class A common stock has, and could continue to, fluctuate significantly due to a number of factors, many of which are beyond our control, including:
Table of Contents
• fluctuations in our quarterly or annual earnings results or those of other companies in our industry;
• failures of our operating results to meet the estimates of securities analysts or the expectations of our shareholders, or changes by securities analysts in their estimates of our future earnings;
• announcements by us or our customers, suppliers or competitors;
• changes in market valuations or earnings of other companies in our industry;
• changes in laws or regulations which adversely affect our industry or us;
• general economic, industry and stock market conditions;
• future significant sales of our Class A common stock by our shareholders or the perception in the market of such sales, including, for instance, if index funds holding shares of Comcast Class A common stock pre-Separation would be required to sell the shares of our Class A common stock they received in the Separation because our Class A common stock may not be included in the Standard & Poor’s 500 Index or other stock indices;
• future issuances of our Class A common stock by us; and
• the other factors described in these “Risk Factors” and elsewhere in this Annual Report on Form 10-K.
These and other factors may cause the market price and demand for our Class A common stock to fluctuate substantially, which may limit or prevent investors from readily selling their shares of Class A common stock and may otherwise negatively affect the liquidity of our Class A common stock. In addition, in the past, when the market price of a stock has been volatile, holders of that stock have in some cases instituted securities class action litigation against the Company that issued the stock. If any of our shareholders brought a lawsuit against us, we could incur substantial costs defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business.
The trading market for our Class A common stock may also be influenced by the research and reports that industry or securities analysts publish about us or our business. If one or more of these analysts cease coverage of the Company or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet their expectations, our stock price could decline.
Provisions in our articles of incorporation and bylaws and certain provisions of Pennsylvania law could delay or prevent a change in control of Versant.
The existence of certain provisions of our articles of incorporation and bylaws and Pennsylvania law could discourage, delay or prevent a change in control of Versant that a shareholder may consider favorable. These include provisions:
• providing the right to our Board of Directors to issue one or more classes or series of preferred stock without shareholder approval;
• authorizing a large number of shares of stock that are not yet issued, which would allow our Board of Directors to issue shares to persons friendly to current management, thereby protecting the continuity of our management, or which could be used to dilute the stock ownership of persons seeking to obtain control of us;
• providing for a dual class common stock structure in which holders of shares of our Class B common stock will have substantial voting rights and separate approval rights over several potentially significant transactions;
• prohibiting shareholders from taking action by written consent; and
• establishing advance notice and other requirements for nominations of candidates for election to our Board of Directors or for proposing matters that can be acted on by shareholders at the annual shareholder meetings.
We believe these provisions will protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirors to negotiate with our Board of Directors and by providing our Board of Directors with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers. However, these provisions apply even if a takeover offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our Board of Directors determines is not in our and our shareholders’ best interests.
Table of Contents
Your percentage ownership in Versant may be diluted in the future.
In the future, your percentage ownership in Versant may be diluted because of equity issuances for acquisitions, strategic investments, capital market transactions or otherwise, including equity awards that we may grant to our directors, officers, employees and other service providers. Our Compensation Committee granted additional equity awards to our employees after the Separation. These awards would have a dilutive effect on our earnings per share, which could adversely affect the market price of our Class A common stock. From time to time, we may issue additional equity awards to our employees or independent contractors under our employee compensation and benefit plans.
In addition, our articles of incorporation authorize us to issue, without the approval of our shareholders, one or more classes or series of preferred stock having such designations, powers, preferences and relative, participating, optional and other rights, and such qualifications, limitations or restrictions as our Board of Directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of our Class A common stock. For example, we could grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or dividend, distribution or liquidation preferences we could assign to holders of preferred stock could affect the residual value of the Class A common stock.
Our common stock is and will be subordinate to all of our existing and future indebtedness and any preferred stock, and effectively subordinated to all indebtedness and preferred equity claims against our subsidiaries.
Shares of our common stock are common equity interests in us and, as such, will rank junior to all of our existing and future indebtedness and other liabilities. Additionally, holders of our common stock may become subject to the prior dividend and liquidation rights of holders of any class or series of preferred stock that our Board of Directors may designate and issue without any action on the part of the holders of our common stock. Furthermore, our right to participate in a distribution of assets upon any of our subsidiaries’ liquidation or reorganization is subject to the prior claims of that subsidiary’s creditors and preferred shareholders.
We cannot assure you that our Board will declare dividends or that we will purchase our common stock pursuant to our share repurchase program in the foreseeable future.
The declaration and amount of any dividends to holders of our common stock will be at the discretion of our Board of Directors and will depend upon many factors, including our financial condition, earnings, cash flows, capital requirements of our business, covenants associated with our debt obligations, legal requirements, regulatory constraints, industry practice and any other factors the Board of Directors deems relevant. We may incur expenses or liabilities or be subject to other circumstances in the future that reduce or eliminate the amount of cash that we have available for distribution as dividends, including as a result of the risks described herein. Furthermore, although our Board of Directors has authorized a share repurchase program to repurchase of up to $1 billion of our Class A common stock, the timing, manner, price and amount of any common stock repurchases will be determined by the Company in its discretion and will depend on a variety of factors, including legal requirements, price and economic and market conditions. We are not obligated to make any purchases under the program, and we may discontinue it at any time.
Our Class B common stock has substantial voting rights and separate approval rights over certain potentially material transactions, and Brian L. Roberts, the Chairman and CEO of Comcast, has considerable influence over Versant through his beneficial ownership of our Class B common stock.
Our Class B common stock has a non-dilutable 33 1/3% of the combined voting power of our Class A and Class B common stock. This non-dilutable voting power is subject to proportional decrease to the extent the number of shares of Class B common stock is reduced below 377,775, subject to adjustment in specified situations. Stock dividends payable on the Class B common stock in the form of Class B or Class A common stock do not decrease the non-dilutable voting power of the Class B common stock. The Class B common stock also has separate approval rights over several potentially material transactions, even if they are approved by our Board of Directors or by our other shareholders and even if they might be in the best interests of our other shareholders. These potentially material transactions include mergers or consolidations, transactions (such as a sale of all or substantially all of our assets) or issuances of securities that require shareholder approval, transactions that result in any person or group owning shares representing more than 10% of the combined voting power of the resulting or surviving corporation, issuances of Class B common stock or securities exercisable or convertible into Class B common stock, and amendments to our articles of incorporation or bylaws that would limit the rights of holders of our Class B common stock. Brian L. Roberts, the Chairman and CEO of Comcast, beneficially owns all of the outstanding shares of our Class B common stock and, accordingly, has considerable influence over Versant and the potential ability to transfer effective control by selling the Class B common stock, which could be at a premium. Mr. Roberts also owns all of the outstanding shares of Comcast Class B common stock and has considerable influence over Comcast. As a result, his interests could in certain cases conflict with ours and those of our other shareholders.
Table of Contents
