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Item 2 — Management's Discussion and Analysis
Versant Media Group, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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The following discussion of our financial condition and results of operations should be read in conjunction with our interim condensed consolidated and combined financial statements and the accompanying notes included elsewhere in this Quarterly Report on Form 10-Q. For more information about our company’s operations, see “Item 1. Business” in our Annual Report on Form 10-K. The following discussion and analysis includes forward-looking statements. These forward-looking statements are based on our current expectations and are subject to risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause or contribute to these differences include, but are not limited to, those discussed in our Annual Report on Form 10-K, as well as those discussed below and elsewhere in this report, particularly in “Special Note Regarding Forward Looking Statements” and “Item 1A. Risk Factors.”
Overview
We are a media and entertainment business that operates in four core markets: political news and opinion, business news and personal finance, golf, and sports and genre entertainment. We serve these markets primarily through a strong portfolio of brands comprised of renowned networks and complementary digital platforms.
The following is a summary of our financial performance:
•Revenue of $1.64 billion and $1.71 billion for the three months ended June 30, 2026 and 2025, respectively, and $3.33 billion and $3.41 billion for the six months ended June 30, 2026 and 2025, respectively.
•Net income attributable to Versant of $211 million and $302 million for the three months ended June 30, 2026 and 2025, respectively, and $497 million and $669 million for the six months ended June 30, 2026 and 2025, respectively.
•Adjusted EBITDA of $624 million and $685 million for the three months ended June 30, 2026 and 2025, respectively and $1,328 million and $1,442 million for the six months ended June 30, 2026 and 2025, respectively. Adjusted EBITDA is a financial measure not defined by GAAP. See “Non-GAAP Financial Measures” below for additional information, including our definition and use of Adjusted EBITDA and for a reconciliation from net income attributable to Versant to Adjusted EBITDA.
•Cash flows from operations of $967 million and $1,113 million for the six months ended June 30, 2026 and 2025, respectively.
Recent Events and Factors Affecting Results of Operations and Comparability
Separation and Transition to Standalone Company
Versant became a standalone public company following the Separation from Comcast on January 2, 2026. We have incurred and will continue to incur incremental costs related to operating as a public company, including external reporting, internal audit, treasury, investor relations, board of directors, and stock administration, and expanding the services of existing functions such as information technology, finance, supply chain, human resources, legal, tax, facilities and insurance. These costs are higher than operating costs in our combined financial statements for periods prior to the Separation, which were generally allocated on a pro rata basis using an applicable measure of revenue. Accordingly, the combined financial statements for periods prior to the Separation do not reflect our results of operations, financial position, and cash flows had we been a separate, standalone company during those historical periods. See Note 1 to our consolidated and combined financial statements for additional information on the basis of presentation of the financial statements included in this report.
In connection with the Separation, we incurred approximately $3.0 billion of debt, including our Senior Notes and Term Loans (see Note 5). A portion of the proceeds from these borrowings were used to fund a cash payment to Comcast of $2.25 billion.
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Acquisition
On August 3, 2026, we acquired Full Swing, a leading sports technology company with patented hardware and integrated software used by consumers, competitive athletes, coaches, and commercial venues, for approximately $530 million in cash, subject to customary purchase price adjustments.
Divestiture
During the second quarter of 2026, we completed the sale of our SportsEngine business, resulting in decreases in revenue and operating expenses for periods following the sale. Total revenue generated from SportsEngine was $13 million and $30 million, respectively, for the three months ended June 30, 2026 and 2025, and $48 million and $65 million, respectively, for the six months ended June 30, 2026 and 2025.
Key Factors Affecting Our Business
We believe the key business and marketplace factors that are impacting our business include the following:
•Consumer Demand for Cable Television. The amount of revenue we earn from multichannel video programming distributors (“MVPDs”) for the distribution of our networks has declined in recent years, primarily reflecting ongoing declines in MVPD subscriber levels due to evolving consumer preferences for consuming video content, and is expected to continue to decline in the future. As a result of these trends, we expect that our future success will depend on, among other things, our ability to compete with alternative content distribution platforms, our success in reaching new audiences by extending our content offerings through new distribution outlets, and our continued ability to distribute our networks on MVPDs on favorable terms.
•Advertising. We derive significant revenue from selling advertising on our networks, and have experienced in recent years, and expect to continue to experience, declines in advertising revenue caused by changes in advertiser priorities primarily due to increased competition for the leisure time of viewers and increased audience fragmentation primarily from greater use of streaming and digital platforms (all of which we expect will continue in the foreseeable future), as well as by cyclical factors, such as election cycles and the timing of sporting events and macroeconomic conditions. In addition, lower audience ratings and reduced viewership, which our networks have experienced, and likely will experience in the future, affect pricing and the willingness of advertisers to purchase advertising.
•Growth of Digital Platforms. Our digital platforms generate revenue from selling advertising, providing services directly to consumers and selling cloud-based technology and related services. The growth of digital platforms continues to be shaped by evolving consumer behavior and broader macroeconomic conditions, including changes in consumer spending patterns, concerns about data privacy and evolving preferences for digital engagement through websites and mobile applications. Our revenue from our digital platforms has grown in recent years, and we expect that it will continue to grow as we invest in this growing portion of our business.
•Competition for Programming. The market for programming has been, and we expect will continue to be, very competitive. In recent years, sports programming in particular has become significantly more competitive and expensive. We expect to continue to devote significant resources to acquire sports programming in the future, and our ability to continue to provide compelling content will be vital to our success.
•Impact of Macroeconomic Conditions. A substantial portion of our revenue is impacted by consumer spending patterns, which are affected by prevailing economic conditions. Downturns in global economic conditions have in the past, and may in the future, negatively affect the spending patterns of consumers and, as a result, our current and potential customers, advertisers, vendors and others with whom we do business.
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•Brand Value and Reputation. Our brand image, awareness and reputation strengthen our relationship with our audiences and can be important drivers of consumer and advertiser engagement. We are establishing the Versant brand as a standalone public company and elevated public scrutiny, geopolitical tensions and rapid consumer reaction have heightened reputational concerns.
We evaluate these and other factors as we develop and execute our strategies.
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Operating Results
Three Months Ended June 30, Change Six Months Ended June 30, Change
2026 2025 % 2026 2025 %
( dollars in millions, except per share data)
Revenue $ 1,644 $ 1,708 (3.8) % $ 3,331 $ 3,415 (2.4) %
Costs and Expenses:
Costs of revenue (exclusive of depreciation and amortization) 650 700 (7.1) % 1,288 1,354 (4.9) %
Selling, general and administrative 369 355 4.0 % 720 662 8.8 %
Depreciation and amortization 258 244 5.8 % 514 489 5.1 %
Total costs and expenses 1,277 1,298 (1.6) % 2,522 2,505 0.7 %
Operating income 367 410 (10.6) % 809 910 (11.0) %
Interest expense (52) — NM (105) — NM
Investment and other income (loss), net 9 (1) NM 16 (1) NM
Income before income taxes 323 409 (21.1) % 721 908 (20.6) %
Income tax expense (112) (106) 5.0 % (224) (238) (6.1) %
Net income 211 303 (30.3) % 497 670 (25.8) %
Less: Net income attributable to noncontrolling interests — 1 (92.2) % — 1 (72.5) %
Net income attributable to Versant $ 211 $ 302 (30.1) % $ 497 $ 669 (25.7) %
Basic earnings per common share attributable to Versant shareholders $ 1.50 $ 2.09 (28.2) % $ 3.49 $ 4.64 (24.8) %
Diluted earnings per common share attributable to Versant shareholders $ 1.49 $ 2.09 (28.7) % $ 3.49 $ 4.64 (24.8) %
Adjusted EBITDA(a) $ 624 $ 685 (8.9) % $ 1,328 $ 1,442 (7.9) %
Percentage changes that are considered not meaningful are denoted with NM.
(a) Adjusted EBITDA is a non-GAAP financial measure. Refer to “Non-GAAP Financial Measures” for additional information, including our definition and our use of Adjusted EBITDA, and for a reconciliation from net income attributable to Versant to Adjusted EBITDA.
Revenue
Three Months Ended June 30, Change Six Months Ended June 30, Change
2026 2025 % 2026 2025 %
(dollars in millions)
Revenue
Linear distribution $ 954 $ 1,017 (6.3) % $ 1,959 $ 2,103 (6.8) %
Advertising 423 425 (0.6) % 791 814 (2.8) %
Platforms 225 223 0.8 % 417 398 4.8 %
Content licensing and other 43 43 (0.6) % 164 100 63.4 %
Total revenue $ 1,644 $ 1,708 (3.8) % $ 3,331 $ 3,415 (2.4) %
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Linear distribution revenue decreased for the three and six months ended June 30, 2026 as compared to the corresponding prior year periods, primarily due to continued declines in subscribers, which were partially offset by contractual rate increases.
We expect to experience continued declines in the number of subscribers and linear distribution revenue, as further discussed in “Key Factors Affecting Our Business.”
Advertising revenue decreased for the three and six months ended June 30, 2026 as compared to the corresponding prior year periods, as decreases at our networks were partially offset by incremental revenue from a new acquisition. These results reflect improvements in recent trends including favorable ratings at our networks.
We may experience declines in advertising revenues in future periods as a result of the trends discussed in “Key Factors Affecting Our Business.”
Platforms revenue increased for the three and six months ended June 30, 2026 as compared to the corresponding prior year periods, primarily due to increases at Fandango and GolfNow. The increased revenue at Fandango primarily related to movie ticket purchases through our platform, which reflect underlying box office performance, and video-on-demand transactions, as well as incremental revenue from our new cinema operating platform. The revenue growth at GolfNow was primarily due to higher transactional volumes related to services provided to golf courses, including tee time reservations and on-site payment facilitation services. These increases in revenue were partially offset by the impact of our divestiture of SportsEngine during the second quarter of 2026. Platforms revenue related to SportsEngine totaled $12 million and $29 million for the three months ended June 30, 2026 and 2025, respectively, and $46 million and $62 million for the six months ended June 30, 2026 and 2025, respectively.
Content licensing and other revenue was constant for the three months ended June 30, 2026 and increased for the six months ended June 30, 2026 as compared to the corresponding prior year period, primarily due to the impact of a large licensing agreement recognized during the first quarter of 2026.
Costs and Expenses
Costs of Revenue
Three Months Ended June 30, Change Six Months Ended June 30, Change
2026 2025 % 2026 2025 %
(dollars in millions)
Cost of revenue
Programming and production $ 522 $ 573 (8.9) % $ 1,041 $ 1,120 (7.0) %
Other 128 127 1.0 % 247 234 5.4 %
Total costs of revenue $ 650 $ 700 (7.1) % $ 1,288 $ 1,354 (4.9) %
Programming and production costs decreased for the three and six months ended June 30, 2026, as compared to the corresponding prior year periods, primarily due to allocated costs from Comcast in the prior year period, which were higher than our actual costs incurred following the Separation, as well as reductions in costs for licensed and owned entertainment programming. These declines were partially offset by increased costs related to new sports rights agreements. In addition, the decrease in costs for the six months ended June 30, 2026 was offset in part by costs related to a large content licensing agreement recognized during the first quarter of 2026.
Programming and production costs are our most significant costs of revenue and are further discussed in “Key Factors Affecting Our Business” above.
Other costs of revenue increased for the three and six months ended June 30, 2026, as compared to the corresponding prior year periods, primarily due to higher transactional volumes related to our digital platforms, partially offset by decreased costs as a result of our divestiture of SportsEngine during the second quarter of 2026.
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Selling, General and Administrative Expense
Selling, general and administrative expense increased for the three and six months ended June 30, 2026, as compared to the corresponding prior year periods, primarily driven by incremental costs related to operating as an independent public company with standalone corporate administrative, facilities and support functions following the Separation, as well as costs associated with our commercial agreements with NBCUniversal following the Separation, which primarily relate to the sale of advertising. These increases were partially offset by transaction and transaction-related costs of $32 million and $44 million, respectively, recorded during the three and six months ended June 30, 2025 in connection with the Separation, as well as decreased costs as a result of our divestiture of SportsEngine during the second quarter of 2026.
Prior to the Separation, our combined financial statements reflected direct costs, and allocations of indirect costs for administrative functions and services performed on our behalf by centralized functions within Comcast and allocations of costs for the use of shared assets, allocated on a pro rata basis using an applicable measure based on revenue applied to the relevant pool of costs. As such, our historical costs were not representative of our operating costs as a standalone company following the Separation.
Depreciation and Amortization Expense
Depreciation and amortization expense increased for the three and six months ended June 30, 2026 as compared to the corresponding prior year period, primarily due to the incremental depreciation expense on facilities and related assets, which were transferred to Versant in connection with the Separation and the impact of new acquisitions, as well as the pre-tax losses of $20 million and $39 million, respectively, recognized in connection with the divestiture of SportsEngine. These increases were partially offset by amortization expense in the prior year periods related to certain intangible assets that did not transfer to Versant following the Separation.
Interest Expense
Interest expense for the three and six months ended June 30, 2026 was primarily attributable to interest on our Senior Notes and Term Loans, which were issued in connection with the Separation. See Note 5 to our condensed consolidated and combined financial statements for additional information on our debt obligations.
Investment and Other Income, Net
Investment and other income, net, for the three and six months ended June 30, 2026 was primarily comprised of interest income on cash and cash equivalents.
Income Tax Expense
Our effective income tax rate was 34.6% and 26.0% for the three months ended June 30, 2026 and 2025, respectively, and 31.0% and 26.2% for the six months ended June 30, 2026 and 2025, respectively. The increase in the effective tax rate for the three and six months ended June 30, 2026 is largely due to $31 million of income tax expense associated with the SportsEngine divestiture, primarily resulting from the differences in the book and tax basis for goodwill (see Note 9).
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Non-GAAP Financial Measures
Adjusted EBITDA
Adjusted EBITDA is a non-GAAP financial measure and is a key measure used to assess the operational strength and performance of our business, as well as to assist in the evaluation of underlying trends in our business. This measure eliminates the significant level of noncash depreciation and amortization expense that results from property and equipment and intangible assets recognized in business combinations. It is also unaffected by our capital and tax structures, and by our investment activities, including the impacts of entities that we do not consolidate, as our management excludes these results when evaluating our operating performance. Our management and Board of Directors use this financial measure to evaluate our operating performance and to allocate resources. It is also a significant performance measure in our annual incentive compensation programs. Additionally, we believe that Adjusted EBITDA is useful to investors because it is one of the bases for comparing our operating performance with that of other companies in our industries, although our measure of Adjusted EBITDA may not be directly comparable to similar measures used by other companies.
We define Adjusted EBITDA as net income attributable to Versant before net income (loss) attributable to noncontrolling interests, income tax expense, investment and other income (loss), net, interest expense, depreciation and amortization expense, and other operating gains and losses (such as impairment charges related to fixed and intangible assets and gains or losses on the sale of long-lived assets), if any. From time to time, we may exclude from Adjusted EBITDA the impact of certain other events, gains, losses or other charges that affect the period-to-period comparability of our operating performance.
We reconcile Adjusted EBITDA to net income attributable to Versant. This measure should not be considered a substitute for operating income (loss), net income (loss), net income (loss) attributable to Versant, or net cash provided by operating activities that we have reported in accordance with GAAP.
Reconciliation from Net Income Attributable to Versant to Adjusted EBITDA
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in millions)
Net income attributable to Versant $ 211 $ 302 $ 497 $ 669
Net income attributable to noncontrolling interests — 1 — 1
Income tax expense 112 106 224 238
Investment and other (income) loss, net (9) 1 (16) 1
Interest expense 52 — 105 —
Depreciation and amortization 258 244 514 489
Adjustments(a) — 32 5 44
Adjusted EBITDA $ 624 $ 685 $ 1,328 $ 1,442
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(a) Amounts represent the impact of certain events, gains, losses or other charges that are excluded from Adjusted EBITDA. For the periods presented, Adjusted EBITDA excludes transaction and transaction-related costs associated with the Separation. Transaction costs are incremental costs directly related to effectuating the Separation and primarily include legal, audit and advisory fees. Transaction-related costs are incremental costs incurred in anticipation of the Separation and primarily include IT separation and implementation costs, advisory fees and other one-time costs.
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
(in millions) (in millions)
Transaction costs $ — $ 16 $ 2 $ 27
Transaction-related costs — 16 3 17
Total transaction and transaction-related costs $ — $ 32 $ 5 $ 44
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Liquidity and Capital Resources
June 30, December 31,
2026 2025
(in millions)
Cash and cash equivalents $ 1,478 $ 55
Restricted cash $ — $ 1,034
Total long-term debt $ 2,954 $ 983
We generate significant cash flows from operating activities. Prior to the Separation, we operated within Comcast’s cash management structure, which used a centralized approach to cash management and financing of our operations. This arrangement is not reflective of the manner in which we would have financed our operations had we been an independent, publicly traded company prior to the Separation.
In connection with the Separation, we issued $3.0 billion of total debt, including the Senior Notes issued in October 2025 and borrowings under the Term Loans drawn at the time of the Separation. In addition, we entered into a $750 million Revolving Credit Facility in connection with the Separation, which remains undrawn. During the first quarter of 2026, we entered into variable-to-fixed interest rate swaps totaling $1.0 billion, which effectively converted a portion of our variable-rate borrowings to fixed rates. As a result, as of June 30, 2026, approximately 67% of the aggregate principal amount of our total debt portfolio consisted of fixed-rate indebtedness, including the effect of interest rate swap agreements designated as hedges and approximately 33% remained variable.
Our Term Loan A Facility and the Revolving Credit Facility contain a financial covenant that requires us to maintain a maximum consolidated first lien net leverage ratio, as defined in the credit agreement governing the Term Loan A Facility and the Revolving Credit Facility, of not greater than 3.50:1.00, beginning with our third quarter of 2026. As of June 30, 2026, no events of default occurred in connection with our debt obligations. See Note 5 to the condensed consolidated and combined financial statements for additional information relating to our debt obligations.
At the time of the Separation, a portion of the proceeds from our borrowings, including the restricted cash on our balance sheet as of December 31, 2025, was used to fund a cash payment to Comcast of $2.25 billion as consideration for assets that were contributed to us in connection with the Separation. We also received a separate $70 million payment from NBCUniversal in connection with the Separation. Certain net working capital amounts, including outstanding advertising sales receivables, were retained by Comcast following the Separation, which negatively impacted net cash provided by operating activities in 2026.
We believe that our available cash and cash flows from our operating activities, along with our borrowing capacity and access to capital markets, taken as a whole, will provide adequate liquidity to meet our current and long-term obligations when due, including our third-party debt, and to fund capital expenditures, while also providing flexibility to fund investment opportunities that may arise, including the acquisition of Full Swing in August 2026. However, there can be no assurances that we will be able to obtain debt or equity financing on acceptable terms in the future.
We expect to utilize our cash flows to continue to invest across our business, whether through organic or inorganic growth strategies, as well as to repay our indebtedness over time and return value to our shareholders through dividends and repurchases of our common stock.
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Cash Flow Information
Six Months Ended June 30,
2026 2025
(in millions)
Net cash provided by operating activities $ 967 $ 1,113
Net cash used in investing activities $ (119) $ (77)
Net cash used in financing activities $ (462) $ (1,040)
Cash Provided by Operating Activities
Net cash provided by operating activities decreased for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to a net unfavorable change in net income after noncash adjustments, partially offset by an increase related to operating assets and liabilities. The increase related to operating assets and liabilities was primarily due to increases in accounts payable and other operating assets and liabilities resulting from liabilities incurred as a standalone entity, including income taxes payable, compared to periods prior to the Separation, during which we were allocated costs and participated in Comcast’s centralized cash management processes. These increases were partially offset by an increase in accounts receivable due to lower collections in the current year primarily as a result of Comcast retaining advertising sales receivables following the Separation.
As described above, prior to the Separation, we participated in Comcast’s centralized cash management process, and as a result, our results for the six months ended June 30, 2026 are not comparable to the amounts and timing of operating receipts and payments for the six months ended June 30, 2025. In addition, operating assets and liabilities in our combined statements of cash flows generally fluctuate based on the timing of amortization and related payments for our content costs and the timing of collections of receivables.
Cash Used in Investing Activities
Net cash used in investing activities increased during the six months ended June 30, 2026 as compared to the six months ended June 30, 2025, primarily due to cash spent for business acquisitions and investments during the six months ended June 30, 2026. These increases were partially offset by proceeds from the sale of our SportsEngine business.
Cash Used in Financing Activities
Net cash used in financing activities during the six months ended June 30, 2026 primarily included a $2.25 billion cash payment to Comcast as consideration for assets that were contributed to us in connection with the Separation, share repurchases of $200 million and dividends of $53 million, partially offset by net proceeds from the Term Loans of $1.97 billion and a $70 million payment we received from NBCUniversal at the time of the Separation. Net transfers to Comcast of $1.03 billion in the prior year period primarily resulted from cash generated from operating activities and swept to Comcast, partially offset by increased capital expenditures funded through Comcast’s centralized cash management program.
During the six months ended June 30, 2026, we repurchased 5,069,067 of our Class A common shares for approximately $200 million under our $1.0 billion share repurchase program authorized by our Board of Directors on March 3, 2026 (“2026 Share Repurchase Program”), through a combination of open market repurchases and a $100 million ASR program completed during the second quarter of 2026. As of June 30, 2026, the remaining repurchase availability under our share repurchase program was $800 million. In August 2026, we announced that we expect to enter into a $100 million ASR agreement commencing on August 7, 2026 to repurchase $100 million of Class A common stock under our 2026 Share Repurchase Program. We anticipate completing the transaction during the third quarter of 2026.
Under the 2026 Share Repurchase Program, repurchases can be made using a variety of methods, which may include open market purchases, block trades, privately negotiated transactions, accelerated share repurchase programs and/or Rule 10b5-1 or other non-discretionary trading plans. The timing, manner, price, and amount of any common share
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repurchases under the 2026 Share Repurchase Program are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price, and economic and market conditions. The 2026 Share Repurchase Program does not obligate the Company to acquire any specific number of common shares, and the program may be suspended, extended, modified or discontinued at any time.
On April 22, 2026, we paid our first quarter dividend of $0.375 per share. On May 14, 2026, our Board of Directors declared our second quarter dividend of $0.375 per share, which was paid on July 22, 2026. On August 6, 2026, our Board of Directors declared our third quarter dividend of $0.375 per share, payable on October 22, 2026 to shareholders of record as of the close of business on October 1, 2026.
Contractual Obligations
In May 2026, we entered into an amended lease agreement for corporate offices in New York City, New York. See Note 6 for additional information.
See the disclosure under the “Contractual Obligations” caption within the “Liquidity and Capital Resources” section of our Annual Report on Form 10-K for the year ended December 31, 2025 for information on our other material cash obligations.
Critical Accounting Estimates
The preparation of our condensed consolidated and combined financial statements requires us to make estimates that affect the reported amounts of assets, liabilities, revenue and expenses, and the related disclosure of contingent assets and contingent liabilities. We base our judgments on our historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making estimates about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
There have been no material changes to our critical accounting estimates as compared to those described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2025.
Recently Adopted and Recently Issued Accounting Pronouncements
See Note 1 to the condensed consolidated and combined financial statements for recently issued and recently adopted accounting standards.
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