[sheet: Cover]

Field	Value
Transaction	Block Secondary Offering of 1,500,000 Ordinary Shares of Aurelius Global Media Group PLC
Selling Shareholder	Crestwood Venture Partners III, L.P.
Sole Bookrunner / Underwriter	Meridian Zanthor & Co.
Issuer	Aurelius Global Media Group PLC
Issuer's Counsel	Calderwood & Harkness LLP
Selling Shareholder's Counsel	Whitford & Dane LLP
Underwriter's Counsel	Hargreaves Finch LLP
Independent Auditor	Pemberton & Associates LLP
Transfer Agent & Registrar	Continental Hollowell Asset Advisors
Public Offering Price	$32.00 per share
Underwriting discount	$0.48 per share (1.5%)
Net Price to Selling Shareholder	$31.52 per share
Aggregate Deal Value	$48,000,000
Aggregate Net Proceeds to Selling Shareholder	$47,280,000
Shares Offered	1,500,000 ordinary shares (par value £0.10)
Nasdaq Ticker	AGMG
CUSIP	G0583R 107
ISIN	GB00BKZM4P19
Registration Statement	Form F-3, File No. 333-278415
Pricing Date	March 12, 2026 (4:15 PM ET)
Prospectus Supplement Filing Deadline	March 13, 2026 (Rule 424(b)(7))
Expected Closing / Settlement Date	March 16, 2026 (T+2)
Lock-Up Expiration	May 15, 2026 (60 calendar days post-closing)
C&H Matter Number	04781.00026

Responsible Partner	Theodore Langston
Billing Partner	Vivienne St. Claire
Lead Associate	Brendan Walsh
Working Associate	Natasha Forbes
Governing Law (Block Trade Agreement)	State of Delaware
Date of Checklist	March 12, 2026 (updated through closing)

[sheet: Closing Checklist]

Item No.

A. TRANSACTION DOCUMENTS

A-1	Transaction Documents	Block Trade Agreement (Execution Version) — among Crestwood Venture Partners III, L.P. (Selling Shareholder), Meridian Zanthor & Co. (Underwriter), and Aurelius Global Media Group PLC (Issuer); sale of 1,500,000 ordinary shares at $32.00/share; underwriting discount $0.48/share; net proceeds to seller $47,280,000; governed by Delaware law	Calderwood & Harkness LLP / All parties	Executed	March 12, 2026	March 12, 2026	Executed at 4:15 PM ET on March 12, 2026. Originals held by C&H.
A-2	Transaction Documents	Lock-Up Agreement — Crestwood Venture Partners III, L.P. (by Crestwood Capital Management LLC, its general partner, acting through Derek Calloway) in favor of Meridian Zanthor & Co.; restricts disposition of remaining 2,750,000 shares for 60 calendar days post-closing (expiring May 15, 2026); customary exceptions for affiliate transfers, pledges under existing credit facilities, and pre-existing 10b5-1 plans (none currently in effect); governed by Delaware law	Calderwood & Harkness LLP / Whitford & Dane LLP	Executed	March 12, 2026	March 12, 2026	Executed concurrently with Block Trade Agreement
A-3	Transaction Documents	Issuer Support and Cooperation Letter — side letter dated March 5, 2026 from Aurelius (signed by Jonathan Pryce-Harlow, General Counsel) to Crestwood VP III (Attn: Derek Calloway) confirming issuer cooperation obligations under Section 2.2 of the Registration Rights Agreement dated June 14, 2021 (demand registration #2 of 3); confirms expense allocation (issuer expenses est. $226,496; underwriting discount and W&D fees borne by selling shareholder)	Calderwood & Harkness LLP	Executed	March 5, 2026	March 5, 2026	Delivered prior to marketing. Cross-references RRA dated June 14, 2021.
A-4	Transaction Documents	Registration Rights Agreement dated June 14, 2021 (for reference) — between Aurelius and Crestwood VP III; executed at IPO; provides demand registration rights (up to 3 demands; this offering is demand #2) and piggyback rights	N/A (existing agreement)	Final	N/A	N/A	On file. This offering constitutes demand #2 of 3 permitted under Section 2.2.

B. SEC FILINGS

B-1	SEC Filings	Registration Statement on Form F-3 (File No. 333-278415) — shelf registration statement; filed August 29, 2025; declared effective by SEC September 22, 2025; total shelf capacity at filing $1,500,000,000; prior takedowns $750,000,000 (November 2025 primary offering); remaining capacity pre-offering $750,000,000; remaining capacity post-offering $702,000,000	N/A (previously filed)	Effective	N/A	September 22, 2025	CIK: 0001923487. Confirmed no stop order issued or proceedings initiated or threatened by SEC.
B-2	SEC Filings	Prospectus Supplement (Rule 424(b)(7)) — supplement to base prospectus under Form F-3; describes offering of 1,500,000 ordinary shares by Crestwood VP III at $32.00/share; includes selling shareholder disclosure (pre-offering: 4,250,000 shares / ~4.49%; post-offering: 2,750,000 shares / ~2.91% of 94,600,000 outstanding shares); plan of distribution (firm-commitment block trade with Meridian Zanthor as sole bookrunner); use of proceeds ($0 to issuer); incorporates by reference Form 20-F for FY 2025 (filed February 28, 2026)	Calderwood & Harkness LLP / Meridian Zanthor & Co.	Final	March 13, 2026	Filing deadline: March 13, 2026 per Rule 424(b)(7). To be filed on EDGAR.
B-3	SEC Filings	Form 20-F for Fiscal Year Ended December 31, 2025 (incorporated by reference) — filed February 28, 2026; FY 2025 Revenue $1.87 billion; Adjusted EBITDA $312 million; Net Income $147 million; 94,600,000 shares outstanding as of December 31, 2025	N/A (previously filed by Aurelius)	Filed	N/A	February 28, 2026	Incorporated by reference into the Registration Statement and Prospectus Supplement

C. ISSUER CLOSING DELIVERABLES

C-1	Issuer Closing Deliverables	Officer's Certificate — certificate of Marcus Halford (CEO) and Elena Marchetti (CFO) certifying: (i) reps and warranties true and correct as of closing date; (ii) issuer obligations performed; (iii) no stop order on Form F-3 (File No. 333-278415); (iv) no Material Adverse Effect since most recent financial statements	Calderwood & Harkness LLP (drafting) / Aurelius (execution)	Final	March 16, 2026	To be delivered at closing to Meridian Zanthor & Co.
C-2	Issuer Closing Deliverables	Calderwood & Harkness LLP 10b-5 Negative Assurance Letter — addressed to Meridian Zanthor & Co.; covers Registration Statement (as of effective date) and Prospectus Supplement (as of its date and closing date); based on participation in preparation and bring-down due diligence session; signed by Theodore Langston	Calderwood & Harkness LLP	Final	March 16, 2026	Delivered at closing
C-3	Issuer Closing Deliverables	Calderwood & Harkness LLP Corporate / Validity Opinion — addressed to Meridian Zanthor & Co.; opines on: (i) due incorporation and valid existence under laws of England and Wales; (ii) corporate power and authority; (iii) due authorization, execution, delivery and enforceability of Block Trade Agreement (subject to customary qualifications); (iv) 1,500,000 shares validly issued, fully paid and non-assessable; (v) Form F-3 effective, no stop order; signed by Theodore Langston	Calderwood & Harkness LLP	Final	March 16, 2026	Delivered at closing
C-4	Issuer Closing Deliverables	Transfer Agent Instruction Letter — letter dated March 16, 2026 on Aurelius letterhead to Continental Hollowell Asset Advisors (Attn: Lisa Harmon, VP Corporate Actions, 17 Ashbury Asset Advisors, New York, NY 10004); instructs transfer of 1,500,000 shares (CUSIP G0583R 107) from Crestwood VP III DTC participant account to Meridian Zanthor DTC participant account, free of legend or restriction, upon confirmation of settlement funds receipt; signed by Jonathan Pryce-Harlow	Calderwood & Harkness LLP (drafting) / Aurelius (execution)	Final	March 16, 2026	To be delivered to Continental Hollowell Asset Advisors at or prior to closing
C-5	Issuer Closing Deliverables	Good Standing Certificate / Certificate of Incorporation on the Register — Companies House confirmation for Aurelius Global Media Group PLC (Companies House No. 10458329), confirming company is on the register and not struck off	Aurelius / Calderwood & Harkness LLP	Final	March 16, 2026	England and Wales confirmation statement
C-6	Issuer Closing Deliverables	Secretary's Certificate — certificate of Jonathan Pryce-Harlow (General Counsel & Company Secretary) attaching certified copies of board resolutions authorizing execution of Block Trade Agreement and issuer cooperation, articles of association, and incumbency of officers	Calderwood & Harkness LLP (drafting) / Aurelius (execution)	Final	March 16, 2026	Delivered at closing

D. SELLING SHAREHOLDER CLOSING DELIVERABLES

D-1	Selling Shareholder Closing Deliverables	Selling Shareholder Questionnaire and Power of Attorney — completed by Crestwood VP III (signed by Priya Nandakumar, CFO of Crestwood Capital Management LLC, general partner); beneficial ownership: pre-offering 4,250,000 shares, offering 1,500,000 shares, post-offering 2,750,000 shares (~2.91%); reps re: no material relationships with Issuer (other than RRA), no FINRA-affiliated persons; limited POA appointing Jonathan Pryce-Harlow as attorney-in-fact for prospectus supplement and SEC filings	Whitford & Dane LLP / Calderwood & Harkness LLP	Executed	March 10, 2026	March 10, 2026	Received prior to marketing. Crestwood VP III EIN: 84-3291056.
D-2	Selling Shareholder Closing Deliverables	Selling Shareholder Officer's Certificate — certificate of Derek Calloway (Managing Partner, Crestwood Capital Management LLC, as GP of Crestwood VP III) certifying: (i) reps and warranties in Block Trade Agreement true and correct as of closing; (ii) good title to shares, free of liens; (iii) valid authorization	Whitford & Dane LLP (drafting) / Crestwood VP III (execution)	Final	March 16, 2026	Delivered at closing to Meridian Zanthor
D-3	Selling Shareholder Closing Deliverables	Selling Shareholder Legal Opinion (Whitford & Dane LLP) — addressed to Meridian Zanthor & Co.; opines on valid existence of Crestwood VP III, authority of general partner, valid execution and delivery of Block Trade Agreement and Lock-Up Agreement	Whitford & Dane LLP	Final	March 16, 2026	Delivered at closing
D-4	Selling Shareholder Closing Deliverables	IRS Form W-9 — Crestwood Venture Partners III, L.P.; EIN 84-3291056	Whitford & Dane LLP / Crestwood VP III	Final	March 16, 2026	Required for settlement

E. UNDERWRITER CLOSING DELIVERABLES

E-1	Underwriter Closing Deliverables	Hargreaves Finch LLP 10b-5 Negative Assurance Letter — addressed to Meridian Zanthor & Co.; covers Registration Statement and Prospectus Supplement; signed by Catherine Yuen, Lead Partner	Hargreaves Finch LLP	Final	March 16, 2026	Underwriter's counsel deliverable
E-2	Underwriter Closing Deliverables	Meridian Zanthor & Co. Cross-Receipt — confirmation of receipt of shares and delivery of aggregate purchase price ($47,280,000 net to selling shareholder) less underwriting discount ($720,000)	Meridian Zanthor & Co. / Hargreaves Finch LLP	Final	March 16, 2026	DTC delivery vs. payment

F. THIRD-PARTY DELIVERABLES

F-1	Third-Party Deliverables	Pemberton & Associates LLP Initial Comfort Letter — addressed to Meridian Zanthor & Co.; covering financial data in prospectus supplement and incorporated documents (Form 20-F for FY 2025); delivered at pricing; engagement partner David Kingsley, CPA	Pemberton & Associates LLP	Delivered	March 12, 2026	March 12, 2026	Initial comfort letter delivered at pricing. Fee: $35,000 (borne by Issuer).
F-2	Third-Party Deliverables	Pemberton & Associates LLP Bring-Down Comfort Letter — addressed to Meridian Zanthor & Co.; bring-down as of closing date; confirms no material changes to financial data since initial comfort letter	Pemberton & Associates LLP	Final	March 16, 2026	Delivered at closing
F-3	Third-Party Deliverables	Continental Hollowell Asset Advisors — DTC Settlement Confirmation — confirmation from transfer agent (Lisa Harmon, VP) that 1,500,000 shares (CUSIP G0583R 107) have been transferred from Crestwood VP III DTC participant account to Meridian Zanthor DTC participant account	Continental Hollowell Asset Advisors	Pending	March 16, 2026	Transfer agent fee: $2,750 (borne by Issuer)
F-4	Third-Party Deliverables	Nasdaq Market Notification — confirmation that no issues with continued listing of AGMG ordinary shares on Nasdaq Global Select Market in connection with the offering	Aurelius / Calderwood & Harkness LLP	Final	March 16, 2026	Federal covered securities; no blue sky compliance required

G. SETTLEMENT / POST-CLOSING ITEMS

G-1	Settlement / Post-Closing	Funds-Flow Wire Instructions — wire transfer instructions for payment of aggregate purchase price from Meridian Zanthor to Crestwood VP III ($47,280,000 net proceeds); underwriting discount retained by Meridian Zanthor ($720,000)	Whitford & Dane LLP / Meridian Zanthor & Co.	Final	March 16, 2026	Wire to be initiated on closing date
G-2	Settlement / Post-Closing	Issuer Expense Payments — SEC filing fee ($5,246), printing/EDGAR expenses ($8,500 est.), Pemberton comfort letter fee ($35,000), transfer agent fee ($2,750), C&H legal fees (capped at $175,000 plus disbursements); total estimated issuer expenses $226,496	Aurelius / Elena Marchetti (CFO)	Pending	Post-closing	Per RRA and Issuer Support Letter; underwriting discount ($720,000) and W&D fees (est. $60,000) borne by selling shareholder
G-3	Settlement / Post-Closing	Bring-Down Due Diligence Session — Calderwood & Harkness internal memo summarizing videoconference session on March 15, 2026 with Aurelius management (Marcus Halford, Elena Marchetti, Jonathan Pryce-Harlow), Meridian Zanthor (Samantha Reeves), and Hargreaves Finch (Catherine Yuen); confirmed no MAC since Form 20-F filing, no pending litigation, no undisclosed material contracts, no stop order, no MNPI not in prospectus supplement	Calderwood & Harkness LLP (Brendan Walsh / Natasha Forbes)	Final	March 15, 2026	March 15, 2026	Attorney Work Product / Attorney-Client Privileged. Filed in matter file.
G-4	Settlement / Post-Closing	Closing Binder Compilation — compilation of fully executed transaction documents, certificates, opinions, comfort letters, and closing checklist for distribution to all parties	Calderwood & Harkness LLP	Pending	Post-closing	To be distributed within 10 business days of closing
G-5	Settlement / Post-Closing	Lock-Up Monitoring — calendar reminder for lock-up expiration on May 15, 2026 (60 calendar days from closing March 16, 2026); Crestwood VP III restricted from disposing of remaining 2,750,000 shares until expiration	Calderwood & Harkness LLP / Meridian Zanthor & Co.	Pending	May 15, 2026	Lock-up exceptions: affiliate transfers, pledges under existing credit facilities, pre-existing 10b5-1 plans (none in effect)

[sheet: Key Contacts]

Party / Role	Entity	Contact Name	Title	Address	Notes
Issuer — CEO	Aurelius Global Media Group PLC	Marcus Halford	Chief Executive Officer	45 Broadwick Street, London W1F 9BN, United Kingdom	Officer's Certificate signatory
Issuer — CFO	Aurelius Global Media Group PLC	Elena Marchetti	Chief Financial Officer	45 Broadwick Street, London W1F 9BN, United Kingdom	Officer's Certificate signatory; expense payments
Issuer — General Counsel	Aurelius Global Media Group PLC	Jonathan Pryce-Harlow	General Counsel & Company Secretary	45 Broadwick Street, London W1F 9BN, United Kingdom	Transfer agent instruction letter signatory; POA appointee; Secretary's Certificate
Issuer's Counsel — Responsible Partner	Calderwood & Harkness LLP	Theodore Langston	Responsible Partner, Capital Markets	One Liberty Plaza, 50th Floor, New York, NY 10006	Signatory on 10b-5 letter and corporate/validity opinion
Issuer's Counsel — Billing Partner	Calderwood & Harkness LLP	Vivienne St. Claire	Billing Partner, Capital Markets	One Liberty Plaza, 50th Floor, New York, NY 10006	Fee cap: $175,000 plus disbursements
Issuer's Counsel — Lead Associate	Calderwood & Harkness LLP	Brendan Walsh	Lead Associate, Capital Markets	One Liberty Plaza, 50th Floor, New York, NY 10006	Day-to-day transaction management
Issuer's Counsel — Working Associate	Calderwood & Harkness LLP	Natasha Forbes	Working Associate, Capital Markets	One Liberty Plaza, 50th Floor, New York, NY 10006	Document drafting and due diligence
Selling Shareholder — Managing Partner	Crestwood Capital Management LLC (GP of Crestwood Venture Partners III, L.P.)	Derek Calloway	Managing Partner	200 Clarendon Street, Suite 3100, Boston, MA 02116	Lock-Up Agreement signatory
Selling Shareholder — CFO	Crestwood Capital Management LLC (GP of Crestwood Venture Partners III, L.P.)	Priya Nandakumar	Chief Financial Officer	200 Clarendon Street, Suite 3100, Boston, MA 02116	Questionnaire and POA signatory
Selling Shareholder's Counsel	Whitford & Dane LLP	Gregory Whitford	Lead Partner	100 Federal Street, Suite 2800, Boston, MA 02110	Selling shareholder opinion; est. fees $60,000
Underwriter	Meridian Zanthor & Co.	Samantha Reeves	Managing Director, Equity Capital Markets	399 Park Avenue, 22nd Floor, New York, NY 10022	Sole Bookrunner; lead banker
Underwriter's Counsel	Hargreaves Finch LLP	Catherine Yuen	Lead Partner	600 Third Avenue, 31st Floor, New York, NY 10016	10b-5 letter; due diligence
Independent Auditor	Pemberton & Associates LLP	David Kingsley, CPA	Engagement Partner	1251 Avenue of the Americas, 19th Floor, New York, NY 10020 / 12 Finsbury Circus, London EC2M 7EB	Comfort letters (initial and bring-down)
Transfer Agent & Registrar	Continental Hollowell Asset Advisors	Lisa Harmon	Vice President, Corporate Actions	17 Ashbury Asset Advisors, New York, NY 10004	DTC settlement; share transfer
D&O Insurance Carrier	Northgate Indemnity Corp.	280 Trumbull Street, Hartford, CT 06103	Policy No. NGI-DO-2025-08841
Corporate Broker (UK)	Ashford Greystone Securities Ltd.	7 Lothbury, London EC2R 7HH, United Kingdom	UK corporate broker for Aurelius

[sheet: Timeline]

Date	Event	Responsible Party	Status	Notes
2017	Crestwood VP III original Series C preferred investment (£18,000,000) in Aurelius	Crestwood VP III	Completed	Converted to ordinary shares upon 2021 IPO
June 14, 2021	Registration Rights Agreement executed at IPO	Aurelius / Crestwood VP III	Completed	Provides up to 3 demand registrations; piggyback rights
August 29, 2025	Form F-3 shelf registration statement filed (File No. 333-278415); total shelf capacity $1,500,000,000	Aurelius / Calderwood & Harkness LLP	Completed	CIK: 0001923487
September 22, 2025	Form F-3 declared effective by SEC	SEC	Completed
November 2025	Prior primary shelf takedown ($750,000,000)	Aurelius	Completed	Remaining shelf capacity reduced to $750,000,000
December 31, 2025	Aurelius fiscal year end; share count record date (94,600,000 shares outstanding)	Aurelius	Completed	Approx. market cap ~$3.03B (30-day VWAP ~$32.05)
February 9, 2026	Matter opened at Calderwood & Harkness LLP (Matter No. 04781.00026)	Calderwood & Harkness LLP	Completed
February 27, 2026	Aurelius Q4/FY 2025 earnings release	Aurelius	Completed	Revenue $1.87B; Adj. EBITDA $312M; Net Income $147M
February 28, 2026	Form 20-F for FY 2025 filed with SEC	Aurelius / Pemberton & Associates LLP	Completed	Incorporated by reference into Registration Statement
March 5, 2026	Issuer Support and Cooperation Letter executed	Aurelius / Calderwood & Harkness LLP	Completed	Confirms issuer cooperation and expense allocation
March 10, 2026	Selling Shareholder Questionnaire and POA received	Crestwood VP III / Whitford & Dane LLP	Completed
March 10–11, 2026	Wall-crossing / marketing period — Meridian Zanthor wall-crossed select institutional investors	Meridian Zanthor & Co.	Completed
March 12, 2026	Pricing and execution of Block Trade Agreement (4:15 PM ET); Nasdaq last sale $32.18 (Discount to market ~0.56%); initial comfort letter delivered by Pemberton & Associates	All parties	Completed	Public offering price: $32.00/share
March 13, 2026	Prospectus Supplement filing deadline (Rule 424(b)(7))	Calderwood & Harkness LLP	Pending	To be filed on EDGAR
March 15, 2026	Bring-down due diligence session (videoconference)	Calderwood & Harkness LLP / Aurelius / Meridian Zanthor / Hargreaves Finch	Completed	No MAC; no pending litigation; no MNPI
March 16, 2026	Closing / Settlement (T+2) — delivery of all closing deliverables; DTC settlement of 1,500,000 shares; payment of $47,280,000 net proceeds to Crestwood VP III	All parties	Pending	Expected closing date
May 15, 2026	Lock-up expiration (60 calendar days post-closing)	Crestwood VP III / Meridian Zanthor & Co.	Upcoming	Crestwood VP III may dispose of remaining 2,750,000 shares after this date

[sheet: Cover]
Field | Value
Transaction | Block Secondary Offering of 1,500,000 Ordinary Shares of Aurelius Global Media Group PLC
Selling Shareholder | Crestwood Venture Partners III, L.P.
Sole Bookrunner / Underwriter | Meridian Zanthor & Co.
Issuer | Aurelius Global Media Group PLC
Issuer's Counsel | Calderwood & Harkness LLP
Selling Shareholder's Counsel | Whitford & Dane LLP
Underwriter's Counsel | Hargreaves Finch LLP
Independent Auditor | Pemberton & Associates LLP
Transfer Agent & Registrar | Continental Hollowell Asset Advisors
Public Offering Price | $32.00 per share
Underwriting discount | $0.48 per share (1.5%)
Net Price to Selling Shareholder | $31.52 per share
Aggregate Deal Value | $48,000,000
Aggregate Net Proceeds to Selling Shareholder | $47,280,000
Shares Offered | 1,500,000 ordinary shares (par value £0.10)
Nasdaq Ticker | AGMG
CUSIP | G0583R 107
ISIN | GB00BKZM4P19
Registration Statement | Form F-3, File No. 333-278415
Pricing Date | March 12, 2026 (4:15 PM ET)
Prospectus Supplement Filing Deadline | March 13, 2026 (Rule 424(b)(7))
Expected Closing / Settlement Date | March 16, 2026 (T+2)
Lock-Up Expiration | May 15, 2026 (60 calendar days post-closing)
C&H Matter Number | 04781.00026
Responsible Partner | Theodore Langston
Billing Partner | Vivienne St. Claire
Lead Associate | Brendan Walsh
Working Associate | Natasha Forbes
Governing Law (Block Trade Agreement) | State of Delaware
Date of Checklist | March 12, 2026 (updated through closing)
[sheet: Closing Checklist]
Item No. | Category | Document Description | Responsible Party | Status | Due Date | Delivery Date | Notes
A. TRANSACTION DOCUMENTS
A-1 | Transaction Documents | Block Trade Agreement (Execution Version) — among Crestwood Venture Partners III, L.P. (Selling Shareholder), Meridian Zanthor & Co. (Underwriter), and Aurelius Global Media Group PLC (Issuer); sale of 1,500,000 ordinary shares at $32.00/share; underwriting discount $0.48/share; net proceeds to seller $47,280,000; governed by Delaware law | Calderwood & Harkness LLP / All parties | Executed | March 12, 2026 | March 12, 2026 | Executed at 4:15 PM ET on March 12, 2026. Originals held by C&H.
A-2 | Transaction Documents | Lock-Up Agreement — Crestwood Venture Partners III, L.P. (by Crestwood Capital Management LLC, its general partner, acting through Derek Calloway) in favor of Meridian Zanthor & Co.; restricts disposition of remaining 2,750,000 shares for 60 calendar days post-closing (expiring May 15, 2026); customary exceptions for affiliate transfers, pledges under existing credit facilities, and pre-existing 10b5-1 plans (none currently in effect); governed by Delaware law | Calderwood & Harkness LLP / Whitford & Dane LLP | Executed | March 12, 2026 | March 12, 2026 | Executed concurrently with Block Trade Agreement
A-3 | Transaction Documents | Issuer Support and Cooperation Letter — side letter dated March 5, 2026 from Aurelius (signed by Jonathan Pryce-Harlow, General Counsel) to Crestwood VP III (Attn: Derek Calloway) confirming issuer cooperation obligations under Section 2.2 of the Registration Rights Agreement dated June 14, 2021 (demand registration #2 of 3); confirms expense allocation (issuer expenses est. $226,496; underwriting discount and W&D fees borne by selling shareholder) | Calderwood & Harkness LLP | Executed | March 5, 2026 | March 5, 2026 | Delivered prior to marketing. Cross-references RRA dated June 14, 2021.
A-4 | Transaction Documents | Registration Rights Agreement dated June 14, 2021 (for reference) — between Aurelius and Crestwood VP III; executed at IPO; provides demand registration rights (up to 3 demands; this offering is demand #2) and piggyback rights | N/A (existing agreement) | Final | N/A | N/A | On file. This offering constitutes demand #2 of 3 permitted under Section 2.2.
B. SEC FILINGS
B-1 | SEC Filings | Registration Statement on Form F-3 (File No. 333-278415) — shelf registration statement; filed August 29, 2025; declared effective by SEC September 22, 2025; total shelf capacity at filing $1,500,000,000; prior takedowns $750,000,000 (November 2025 primary offering); remaining capacity pre-offering $750,000,000; remaining capacity post-offering $702,000,000 | N/A (previously filed) | Effective | N/A | September 22, 2025 | CIK: 0001923487. Confirmed no stop order issued or proceedings initiated or threatened by SEC.
B-2 | SEC Filings | Prospectus Supplement (Rule 424(b)(7)) — supplement to base prospectus under Form F-3; describes offering of 1,500,000 ordinary shares by Crestwood VP III at $32.00/share; includes selling shareholder disclosure (pre-offering: 4,250,000 shares / ~4.49%; post-offering: 2,750,000 shares / ~2.91% of 94,600,000 outstanding shares); plan of distribution (firm-commitment block trade with Meridian Zanthor as sole bookrunner); use of proceeds ($0 to issuer); incorporates by reference Form 20-F for FY 2025 (filed February 28, 2026) | Calderwood & Harkness LLP / Meridian Zanthor & Co. | Final | March 13, 2026 | Filing deadline: March 13, 2026 per Rule 424(b)(7). To be filed on EDGAR.
B-3 | SEC Filings | Form 20-F for Fiscal Year Ended December 31, 2025 (incorporated by reference) — filed February 28, 2026; FY 2025 Revenue $1.87 billion; Adjusted EBITDA $312 million; Net Income $147 million; 94,600,000 shares outstanding as of December 31, 2025 | N/A (previously filed by Aurelius) | Filed | N/A | February 28, 2026 | Incorporated by reference into the Registration Statement and Prospectus Supplement
C. ISSUER CLOSING DELIVERABLES
C-1 | Issuer Closing Deliverables | Officer's Certificate — certificate of Marcus Halford (CEO) and Elena Marchetti (CFO) certifying: (i) reps and warranties true and correct as of closing date; (ii) issuer obligations performed; (iii) no stop order on Form F-3 (File No. 333-278415); (iv) no Material Adverse Effect since most recent financial statements | Calderwood & Harkness LLP (drafting) / Aurelius (execution) | Final | March 16, 2026 | To be delivered at closing to Meridian Zanthor & Co.
C-2 | Issuer Closing Deliverables | Calderwood & Harkness LLP 10b-5 Negative Assurance Letter — addressed to Meridian Zanthor & Co.; covers Registration Statement (as of effective date) and Prospectus Supplement (as of its date and closing date); based on participation in preparation and bring-down due diligence session; signed by Theodore Langston | Calderwood & Harkness LLP | Final | March 16, 2026 | Delivered at closing
C-3 | Issuer Closing Deliverables | Calderwood & Harkness LLP Corporate / Validity Opinion — addressed to Meridian Zanthor & Co.; opines on: (i) due incorporation and valid existence under laws of England and Wales; (ii) corporate power and authority; (iii) due authorization, execution, delivery and enforceability of Block Trade Agreement (subject to customary qualifications); (iv) 1,500,000 shares validly issued, fully paid and non-assessable; (v) Form F-3 effective, no stop order; signed by Theodore Langston | Calderwood & Harkness LLP | Final | March 16, 2026 | Delivered at closing
C-4 | Issuer Closing Deliverables | Transfer Agent Instruction Letter — letter dated March 16, 2026 on Aurelius letterhead to Continental Hollowell Asset Advisors (Attn: Lisa Harmon, VP Corporate Actions, 17 Ashbury Asset Advisors, New York, NY 10004); instructs transfer of 1,500,000 shares (CUSIP G0583R 107) from Crestwood VP III DTC participant account to Meridian Zanthor DTC participant account, free of legend or restriction, upon confirmation of settlement funds receipt; signed by Jonathan Pryce-Harlow | Calderwood & Harkness LLP (drafting) / Aurelius (execution) | Final | March 16, 2026 | To be delivered to Continental Hollowell Asset Advisors at or prior to closing
C-5 | Issuer Closing Deliverables | Good Standing Certificate / Certificate of Incorporation on the Register — Companies House confirmation for Aurelius Global Media Group PLC (Companies House No. 10458329), confirming company is on the register and not struck off | Aurelius / Calderwood & Harkness LLP | Final | March 16, 2026 | England and Wales confirmation statement
C-6 | Issuer Closing Deliverables | Secretary's Certificate — certificate of Jonathan Pryce-Harlow (General Counsel & Company Secretary) attaching certified copies of board resolutions authorizing execution of Block Trade Agreement and issuer cooperation, articles of association, and incumbency of officers | Calderwood & Harkness LLP (drafting) / Aurelius (execution) | Final | March 16, 2026 | Delivered at closing
D. SELLING SHAREHOLDER CLOSING DELIVERABLES
D-1 | Selling Shareholder Closing Deliverables | Selling Shareholder Questionnaire and Power of Attorney — completed by Crestwood VP III (signed by Priya Nandakumar, CFO of Crestwood Capital Management LLC, general partner); beneficial ownership: pre-offering 4,250,000 shares, offering 1,500,000 shares, post-offering 2,750,000 shares (~2.91%); reps re: no material relationships with Issuer (other than RRA), no FINRA-affiliated persons; limited POA appointing Jonathan Pryce-Harlow as attorney-in-fact for prospectus supplement and SEC filings | Whitford & Dane LLP / Calderwood & Harkness LLP | Executed | March 10, 2026 | March 10, 2026 | Received prior to marketing. Crestwood VP III EIN: 84-3291056.
D-2 | Selling Shareholder Closing Deliverables | Selling Shareholder Officer's Certificate — certificate of Derek Calloway (Managing Partner, Crestwood Capital Management LLC, as GP of Crestwood VP III) certifying: (i) reps and warranties in Block Trade Agreement true and correct as of closing; (ii) good title to shares, free of liens; (iii) valid authorization | Whitford & Dane LLP (drafting) / Crestwood VP III (execution) | Final | March 16, 2026 | Delivered at closing to Meridian Zanthor
D-3 | Selling Shareholder Closing Deliverables | Selling Shareholder Legal Opinion (Whitford & Dane LLP) — addressed to Meridian Zanthor & Co.; opines on valid existence of Crestwood VP III, authority of general partner, valid execution and delivery of Block Trade Agreement and Lock-Up Agreement | Whitford & Dane LLP | Final | March 16, 2026 | Delivered at closing
D-4 | Selling Shareholder Closing Deliverables | IRS Form W-9 — Crestwood Venture Partners III, L.P.; EIN 84-3291056 | Whitford & Dane LLP / Crestwood VP III | Final | March 16, 2026 | Required for settlement
E. UNDERWRITER CLOSING DELIVERABLES
E-1 | Underwriter Closing Deliverables | Hargreaves Finch LLP 10b-5 Negative Assurance Letter — addressed to Meridian Zanthor & Co.; covers Registration Statement and Prospectus Supplement; signed by Catherine Yuen, Lead Partner | Hargreaves Finch LLP | Final | March 16, 2026 | Underwriter's counsel deliverable
E-2 | Underwriter Closing Deliverables | Meridian Zanthor & Co. Cross-Receipt — confirmation of receipt of shares and delivery of aggregate purchase price ($47,280,000 net to selling shareholder) less underwriting discount ($720,000) | Meridian Zanthor & Co. / Hargreaves Finch LLP | Final | March 16, 2026 | DTC delivery vs. payment
F. THIRD-PARTY DELIVERABLES
F-1 | Third-Party Deliverables | Pemberton & Associates LLP Initial Comfort Letter — addressed to Meridian Zanthor & Co.; covering financial data in prospectus supplement and incorporated documents (Form 20-F for FY 2025); delivered at pricing; engagement partner David Kingsley, CPA | Pemberton & Associates LLP | Delivered | March 12, 2026 | March 12, 2026 | Initial comfort letter delivered at pricing. Fee: $35,000 (borne by Issuer).
F-2 | Third-Party Deliverables | Pemberton & Associates LLP Bring-Down Comfort Letter — addressed to Meridian Zanthor & Co.; bring-down as of closing date; confirms no material changes to financial data since initial comfort letter | Pemberton & Associates LLP | Final | March 16, 2026 | Delivered at closing
F-3 | Third-Party Deliverables | Continental Hollowell Asset Advisors — DTC Settlement Confirmation — confirmation from transfer agent (Lisa Harmon, VP) that 1,500,000 shares (CUSIP G0583R 107) have been transferred from Crestwood VP III DTC participant account to Meridian Zanthor DTC participant account | Continental Hollowell Asset Advisors | Pending | March 16, 2026 | Transfer agent fee: $2,750 (borne by Issuer)
F-4 | Third-Party Deliverables | Nasdaq Market Notification — confirmation that no issues with continued listing of AGMG ordinary shares on Nasdaq Global Select Market in connection with the offering | Aurelius / Calderwood & Harkness LLP | Final | March 16, 2026 | Federal covered securities; no blue sky compliance required
G. SETTLEMENT / POST-CLOSING ITEMS
G-1 | Settlement / Post-Closing | Funds-Flow Wire Instructions — wire transfer instructions for payment of aggregate purchase price from Meridian Zanthor to Crestwood VP III ($47,280,000 net proceeds); underwriting discount retained by Meridian Zanthor ($720,000) | Whitford & Dane LLP / Meridian Zanthor & Co. | Final | March 16, 2026 | Wire to be initiated on closing date
G-2 | Settlement / Post-Closing | Issuer Expense Payments — SEC filing fee ($5,246), printing/EDGAR expenses ($8,500 est.), Pemberton comfort letter fee ($35,000), transfer agent fee ($2,750), C&H legal fees (capped at $175,000 plus disbursements); total estimated issuer expenses $226,496 | Aurelius / Elena Marchetti (CFO) | Pending | Post-closing | Per RRA and Issuer Support Letter; underwriting discount ($720,000) and W&D fees (est. $60,000) borne by selling shareholder
G-3 | Settlement / Post-Closing | Bring-Down Due Diligence Session — Calderwood & Harkness internal memo summarizing videoconference session on March 15, 2026 with Aurelius management (Marcus Halford, Elena Marchetti, Jonathan Pryce-Harlow), Meridian Zanthor (Samantha Reeves), and Hargreaves Finch (Catherine Yuen); confirmed no MAC since Form 20-F filing, no pending litigation, no undisclosed material contracts, no stop order, no MNPI not in prospectus supplement | Calderwood & Harkness LLP (Brendan Walsh / Natasha Forbes) | Final | March 15, 2026 | March 15, 2026 | Attorney Work Product / Attorney-Client Privileged. Filed in matter file.
G-4 | Settlement / Post-Closing | Closing Binder Compilation — compilation of fully executed transaction documents, certificates, opinions, comfort letters, and closing checklist for distribution to all parties | Calderwood & Harkness LLP | Pending | Post-closing | To be distributed within 10 business days of closing
G-5 | Settlement / Post-Closing | Lock-Up Monitoring — calendar reminder for lock-up expiration on May 15, 2026 (60 calendar days from closing March 16, 2026); Crestwood VP III restricted from disposing of remaining 2,750,000 shares until expiration | Calderwood & Harkness LLP / Meridian Zanthor & Co. | Pending | May 15, 2026 | Lock-up exceptions: affiliate transfers, pledges under existing credit facilities, pre-existing 10b5-1 plans (none in effect)
[sheet: Key Contacts]
Party / Role | Entity | Contact Name | Title | Address | Notes
Issuer — CEO | Aurelius Global Media Group PLC | Marcus Halford | Chief Executive Officer | 45 Broadwick Street, London W1F 9BN, United Kingdom | Officer's Certificate signatory
Issuer — CFO | Aurelius Global Media Group PLC | Elena Marchetti | Chief Financial Officer | 45 Broadwick Street, London W1F 9BN, United Kingdom | Officer's Certificate signatory; expense payments
Issuer — General Counsel | Aurelius Global Media Group PLC | Jonathan Pryce-Harlow | General Counsel & Company Secretary | 45 Broadwick Street, London W1F 9BN, United Kingdom | Transfer agent instruction letter signatory; POA appointee; Secretary's Certificate
Issuer's Counsel — Responsible Partner | Calderwood & Harkness LLP | Theodore Langston | Responsible Partner, Capital Markets | One Liberty Plaza, 50th Floor, New York, NY 10006 | Signatory on 10b-5 letter and corporate/validity opinion
Issuer's Counsel — Billing Partner | Calderwood & Harkness LLP | Vivienne St. Claire | Billing Partner, Capital Markets | One Liberty Plaza, 50th Floor, New York, NY 10006 | Fee cap: $175,000 plus disbursements
Issuer's Counsel — Lead Associate | Calderwood & Harkness LLP | Brendan Walsh | Lead Associate, Capital Markets | One Liberty Plaza, 50th Floor, New York, NY 10006 | Day-to-day transaction management
Issuer's Counsel — Working Associate | Calderwood & Harkness LLP | Natasha Forbes | Working Associate, Capital Markets | One Liberty Plaza, 50th Floor, New York, NY 10006 | Document drafting and due diligence
Selling Shareholder — Managing Partner | Crestwood Capital Management LLC (GP of Crestwood Venture Partners III, L.P.) | Derek Calloway | Managing Partner | 200 Clarendon Street, Suite 3100, Boston, MA 02116 | Lock-Up Agreement signatory
Selling Shareholder — CFO | Crestwood Capital Management LLC (GP of Crestwood Venture Partners III, L.P.) | Priya Nandakumar | Chief Financial Officer | 200 Clarendon Street, Suite 3100, Boston, MA 02116 | Questionnaire and POA signatory
Selling Shareholder's Counsel | Whitford & Dane LLP | Gregory Whitford | Lead Partner | 100 Federal Street, Suite 2800, Boston, MA 02110 | Selling shareholder opinion; est. fees $60,000
Underwriter | Meridian Zanthor & Co. | Samantha Reeves | Managing Director, Equity Capital Markets | 399 Park Avenue, 22nd Floor, New York, NY 10022 | Sole Bookrunner; lead banker
Underwriter's Counsel | Hargreaves Finch LLP | Catherine Yuen | Lead Partner | 600 Third Avenue, 31st Floor, New York, NY 10016 | 10b-5 letter; due diligence
Independent Auditor | Pemberton & Associates LLP | David Kingsley, CPA | Engagement Partner | 1251 Avenue of the Americas, 19th Floor, New York, NY 10020 / 12 Finsbury Circus, London EC2M 7EB | Comfort letters (initial and bring-down)
Transfer Agent & Registrar | Continental Hollowell Asset Advisors | Lisa Harmon | Vice President, Corporate Actions | 17 Ashbury Asset Advisors, New York, NY 10004 | DTC settlement; share transfer
D&O Insurance Carrier | Northgate Indemnity Corp. | 280 Trumbull Street, Hartford, CT 06103 | Policy No. NGI-DO-2025-08841
Corporate Broker (UK) | Ashford Greystone Securities Ltd. | 7 Lothbury, London EC2R 7HH, United Kingdom | UK corporate broker for Aurelius
[sheet: Timeline]
Date | Event | Responsible Party | Status | Notes
2017 | Crestwood VP III original Series C preferred investment (£18,000,000) in Aurelius | Crestwood VP III | Completed | Converted to ordinary shares upon 2021 IPO
June 14, 2021 | Registration Rights Agreement executed at IPO | Aurelius / Crestwood VP III | Completed | Provides up to 3 demand registrations; piggyback rights
August 29, 2025 | Form F-3 shelf registration statement filed (File No. 333-278415); total shelf capacity $1,500,000,000 | Aurelius / Calderwood & Harkness LLP | Completed | CIK: 0001923487
September 22, 2025 | Form F-3 declared effective by SEC | SEC | Completed
November 2025 | Prior primary shelf takedown ($750,000,000) | Aurelius | Completed | Remaining shelf capacity reduced to $750,000,000
December 31, 2025 | Aurelius fiscal year end; share count record date (94,600,000 shares outstanding) | Aurelius | Completed | Approx. market cap ~$3.03B (30-day VWAP ~$32.05)
February 9, 2026 | Matter opened at Calderwood & Harkness LLP (Matter No. 04781.00026) | Calderwood & Harkness LLP | Completed
February 27, 2026 | Aurelius Q4/FY 2025 earnings release | Aurelius | Completed | Revenue $1.87B; Adj. EBITDA $312M; Net Income $147M
February 28, 2026 | Form 20-F for FY 2025 filed with SEC | Aurelius / Pemberton & Associates LLP | Completed | Incorporated by reference into Registration Statement
March 5, 2026 | Issuer Support and Cooperation Letter executed | Aurelius / Calderwood & Harkness LLP | Completed | Confirms issuer cooperation and expense allocation
March 10, 2026 | Selling Shareholder Questionnaire and POA received | Crestwood VP III / Whitford & Dane LLP | Completed
March 10–11, 2026 | Wall-crossing / marketing period — Meridian Zanthor wall-crossed select institutional investors | Meridian Zanthor & Co. | Completed
March 12, 2026 | Pricing and execution of Block Trade Agreement (4:15 PM ET); Nasdaq last sale $32.18 (Discount to market ~0.56%); initial comfort letter delivered by Pemberton & Associates | All parties | Completed | Public offering price: $32.00/share
March 13, 2026 | Prospectus Supplement filing deadline (Rule 424(b)(7)) | Calderwood & Harkness LLP | Pending | To be filed on EDGAR
March 15, 2026 | Bring-down due diligence session (videoconference) | Calderwood & Harkness LLP / Aurelius / Meridian Zanthor / Hargreaves Finch | Completed | No MAC; no pending litigation; no MNPI
March 16, 2026 | Closing / Settlement (T+2) — delivery of all closing deliverables; DTC settlement of 1,500,000 shares; payment of $47,280,000 net proceeds to Crestwood VP III | All parties | Pending | Expected closing date
May 15, 2026 | Lock-up expiration (60 calendar days post-closing) | Crestwood VP III / Meridian Zanthor & Co. | Upcoming | Crestwood VP III may dispose of remaining 2,750,000 shares after this date

[sheet: Cover]

A. TRANSACTION DOCUMENTS

B. SEC FILINGS

C. ISSUER CLOSING DELIVERABLES

D. SELLING SHAREHOLDER CLOSING DELIVERABLES

E. UNDERWRITER CLOSING DELIVERABLES

F. THIRD-PARTY DELIVERABLES

G. SETTLEMENT / POST-CLOSING ITEMS

Record

Parties

Dates

Amounts