Transaction Details

Footnotes

8,359,510 options will become exercisable in 5 equal annual installments beginning on 6/12/2026 ("Time-Based Options"). The remaining 12,539,266 options may be earned upon achievement of specified stock prices ("Performance-Based Options"), as described in Mr. Zaslav's Employment Agreement dated 6/12/2025 ("2025 EA"). Performance-Based Options will become exercisable, to the extent the specified stock prices are met, in 5 equal annual installments beginning on 6/12/2026; provided, however, that no Performance-Based Options shall become exercisable, irrespective of whether the performance conditions are met, until the earlier to occur of (a) the completion of the separation transaction announced by Issuer on 6/9/2025 or (b) another "Qualifying Transaction", as defined in the 2025 EA. To the extent that the separation or a Qualifying Transaction does not occur prior to 12/31/2026, any then unvested Time-Based Options and all Performance-Based Options will be immediately forfeited.