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Filed Pursuant to Rule 424(b)(7) Registration Statement File No. 333-278415 CIK: 0001923487 Filing Date: March 13, 2026

PROSPECTUS SUPPLEMENT (To Prospectus dated September 22, 2025)

This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is subject to completion. This preliminary prospectus supplement is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. This preliminary prospectus supplement is a draft to be filed with the Securities and Exchange Commission pursuant to Rule 424(b)(7) of the Securities Act of 1933, as amended.

Aurelius Global Media Group PLC

1,500,000 Ordinary Shares

Par Value £0.10 Per Share

CUSIP: G0583R 107 ISIN: GB00BKZM4P19

The selling shareholder named in this prospectus supplement is offering 1,500,000 ordinary shares, par value £0.10 per share, of Aurelius Global Media Group PLC. We will not receive any proceeds from the sale of ordinary shares by the selling shareholder. See "Use of Proceeds."

Summary of Key Offering Terms

Selling Shareholder: Crestwood Venture Partners III, L.P.

Note: Aurelius Global Media Group PLC will not receive any proceeds from this offering.

Our ordinary shares are listed on the Nasdaq Global Select Market under the ticker symbol "AGMG." On March 12, 2026, the last reported sale price of the ordinary shares on the Nasdaq Global Select Market was $32.18 per share. The public offering price of $32.00 per share represents a discount of approximately 0.56% to the last reported sale price.

Investing in our ordinary shares involves risks. See "Risk Factors" beginning on page S-8 of this prospectus supplement and in the documents incorporated by reference herein.

Aurelius Global Media Group PLC is a "foreign private issuer" as defined under Rule 3b-4 of the Securities Exchange Act of 1934, as amended. As a foreign private issuer, we follow certain home country corporate governance practices in lieu of certain requirements of the Nasdaq Global Select Market and are exempt from certain rules under the Securities Exchange Act of 1934 applicable to domestic U.S. registrants, including the proxy solicitation rules under Section 14 of the Exchange Act, the short-swing profit reporting and recovery provisions of Section 16 of the Exchange Act, and the requirements of Regulation FD. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq and the Exchange Act.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Sole Bookrunner

Meridian Zanthor & Co.

The date of this prospectus supplement is March 13, 2026.

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement relates to the offer and sale of 1,500,000 ordinary shares, par value £0.10 per share, of Aurelius Global Media Group PLC ("Aurelius," the "Company," "we," "us," or "our") by Crestwood Venture Partners III, L.P. (the "selling shareholder"). This prospectus supplement supplements and should be read together with the accompanying base prospectus dated September 22, 2025 (the "base prospectus"), which forms part of our Registration Statement on Form F-3 (File No. 333-278415), originally filed with the Securities and Exchange Commission (the "SEC") on August 29, 2025 and declared effective on September 22, 2025 (the "Registration Statement"). This prospectus supplement is part of the Registration Statement. This prospectus supplement adds to, updates, and changes information contained in the base prospectus. To the extent that any information in this prospectus supplement differs from, is inconsistent with, or supplements information contained in the base prospectus or in any document incorporated by reference herein or therein that was filed or furnished prior to the date of this prospectus supplement, the information in this prospectus supplement will control.

Shelf Registration Statement. Our Registration Statement on Form F-3 was originally filed with the SEC on August 29, 2025 and declared effective on September 22, 2025. The Registration Statement registered up to an aggregate of $1,500,000,000 of our securities for issuance and sale. Prior to this offering, we had previously undertaken one takedown from the shelf: in November 2025, we completed a primary offering of ordinary shares with aggregate gross proceeds of $750,000,000. Following that prior offering, the remaining capacity under the shelf registration statement was $750,000,000. This offering constitutes a secondary offering of ordinary shares with an aggregate public offering price of $48,000,000. Following the completion of this offering, the remaining capacity under the shelf registration statement will be approximately $702,000,000.

Information Incorporated by Reference. Certain important information is incorporated by reference into this prospectus supplement and the base prospectus from documents that we have filed with or furnished to the SEC. The information incorporated by reference is an important part of this prospectus supplement and the Registration Statement. For a description of the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus, see "Incorporation of Certain Documents by Reference" below. You may obtain copies of these documents, without charge, as described in "Where You Can Find More Information."

No Offer in Restricted Jurisdictions. Neither we, the selling shareholder, nor the underwriter is making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus supplement or the accompanying base prospectus is accurate as of any date other than the respective dates thereof or that any information incorporated by reference herein is accurate as of any date other than the date of the document so incorporated. Our business, financial condition, results of operations, and prospects may have changed since those dates.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense.

Unless the context otherwise requires, references in this prospectus supplement to "Aurelius," the "Company," "we," "us," and "our" refer to Aurelius Global Media Group PLC and its consolidated subsidiaries, and references to "ordinary shares" refer to the ordinary shares, par value £0.10 per share, of Aurelius Global Media Group PLC. All references to "$" or "dollars" are to United States dollars, and all references to "£" or "pounds" are to British pounds sterling, unless otherwise indicated. Certain monetary amounts and other figures set forth in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them.

FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying base prospectus, and the documents incorporated by reference herein and therein contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements relate to our current expectations, estimates, forecasts, and projections about our business, financial condition, results of operations, prospects, strategies, and plans, as well as the industry in which we operate. In some cases, you can identify forward-looking statements by the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," "seek," "aim," "forecast," and similar expressions, and variations and negatives of these words.

These forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions, and are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the following:

• increased competition in the media, entertainment, and e-commerce sectors in which we operate, including from established global competitors with greater resources;

• rapid technological changes affecting content distribution, digital advertising, and direct-to-consumer retail platforms;

• regulatory developments, changes in applicable laws, and shifts in government policy across the 14 countries in which we operate, including with respect to data privacy, content regulation, and taxation;

• fluctuations in currency exchange rates, particularly the British pound sterling relative to the U.S. dollar and the euro, which can materially affect our reported financial results;

• general economic conditions and consumer confidence, including the potential impact of macroeconomic slowdowns, inflation, and interest rate changes on consumer spending and advertising budgets;

• our ability to attract and retain subscribers, customers, and audiences for our streaming content, digital advertising platforms, and e-commerce operations;

• increases in content acquisition, production, and licensing costs, as well as the ability to secure attractive content;

• conditions in the digital advertising market, including shifts in advertiser demand, changes in pricing models, and the impact of ad-blocking technologies;

• our ability to attract, retain, and motivate key personnel, including senior management and creative talent;

• the integration and performance of any businesses, technologies, or assets that we may acquire;

• cybersecurity risks, data breaches, and service disruptions;

• the outcome of pending or future litigation, regulatory proceedings, and governmental investigations; and

• the other risks and uncertainties described in "Risk Factors" in this prospectus supplement and in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026, as well as in other documents incorporated by reference herein.

These forward-looking statements are made as of the date of this prospectus supplement. We qualify all of the forward-looking statements contained or incorporated by reference in this prospectus supplement by the foregoing cautionary statements. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by applicable law.

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. To the extent that any statements made in this prospectus supplement or in documents incorporated by reference herein contain information that is not historical, such statements are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and are intended to be covered by the safe harbor created thereby.

SUMMARY

This summary highlights selected information contained elsewhere in this prospectus supplement, the accompanying base prospectus, and the documents incorporated by reference herein and therein. It does not contain all of the information that may be important to you in making an investment decision. Before investing in our ordinary shares, you should read this entire prospectus supplement, the accompanying base prospectus, and the documents incorporated by reference herein and therein carefully, including the sections entitled "Risk Factors" and the financial statements and related notes incorporated by reference from our Annual Report on Form 20-F for the fiscal year ended December 31, 2025.

The Company. Aurelius Global Media Group PLC is a public limited company incorporated under the laws of England and Wales (Companies House No. 10458329), with principal executive offices located at 45 Broadwick Street, London W1F 9BN, United Kingdom. We operate a diversified media, entertainment, and e-commerce platform spanning streaming content, digital advertising, and direct-to-consumer retail across 14 countries on four continents.

Our ordinary shares are listed on the Nasdaq Global Select Market under the ticker symbol "AGMG." As of December 31, 2025, approximately 94,600,000 ordinary shares were outstanding. Based on the 30-day volume-weighted average price of approximately $32.05 as of March 12, 2026, our approximate market capitalization was $3.03 billion.

For the fiscal year ended December 31, 2025, as reported in our Annual Report on Form 20-F filed with the SEC on February 28, 2026, we recorded revenue of $1.87 billion, Adjusted EBITDA of $312 million, and net income of $147 million.

Our Chief Executive Officer is Marcus Halford. Our Chief Financial Officer is Elena Marchetti. Our General Counsel and Company Secretary is Jonathan Pryce-Harlow. Our U.S. Employer Identification Number (EIN) is 98-1437625.

The Offering — Summary Terms

The following table summarizes the principal terms of this offering. For a more detailed description of the terms, see "The Offering."

THE OFFERING

This offering is a registered block secondary offering conducted as a shelf takedown under our existing Registration Statement on Form F-3 (File No. 333-278415), which was originally filed with the SEC on August 29, 2025 and declared effective on September 22, 2025. The selling shareholder, Crestwood Venture Partners III, L.P., is offering 1,500,000 ordinary shares, par value £0.10 per share, of Aurelius Global Media Group PLC.

The underwriter, Meridian Zanthor & Co., is purchasing all 1,500,000 ordinary shares from the selling shareholder on a firm-commitment basis pursuant to the Block Trade Agreement dated March 12, 2026. The underwriter is purchasing the shares at a per-share price of $31.52, which reflects the public offering price of $32.00 per share less an underwriting discount of $0.48 per share, or 1.5% of the public offering price. On an aggregate basis, the total public offering price is $48,000,000, the total underwriting discount is $720,000, and the total net proceeds to the selling shareholder (before expenses) are $47,280,000.

The pricing date was March 12, 2026, and the Block Trade Agreement was executed after market close at 4:15 PM Eastern Time. The expected closing and settlement date is March 16, 2026 (T+2).

No overallotment option or greenshoe has been granted in connection with this offering.

We are not selling any shares in this offering and will not receive any of the proceeds from the sale of the ordinary shares by the selling shareholder. We will, however, bear certain expenses related to this offering, estimated at approximately $226,496, pursuant to the Registration Rights Agreement dated June 14, 2021, between us and the selling shareholder. See "Use of Proceeds."

RISK FACTORS

Investing in our ordinary shares involves a high degree of risk. You should carefully consider the following risk factors, together with the risk factors described in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026, which are incorporated by reference herein, and all other information contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus, before deciding whether to invest in our ordinary shares. If any of the following risks actually occur, our business, financial condition, results of operations, and prospects could be materially and adversely affected. In that event, the market price of our ordinary shares could decline, and you could lose all or part of your investment.

Risks Related to This Offering and Ownership of Our Ordinary Shares

Future sales of ordinary shares may depress the market price of our ordinary shares.

Following the completion of this offering, the selling shareholder, Crestwood Venture Partners III, L.P., will continue to hold 2,750,000 ordinary shares, representing approximately 2.91% of our outstanding ordinary shares (based on 94,600,000 ordinary shares outstanding as of December 31, 2025). The selling shareholder has agreed to a lock-up period of 60 calendar days following the closing date of this offering, which expires on May 15, 2026. Upon the expiration of the lock-up period, the selling shareholder will be free to sell, transfer, or otherwise dispose of its remaining ordinary shares, subject to applicable securities laws. In addition, the sole bookrunner, Meridian Zanthor & Co., may, in its sole discretion and at any time, release all or any portion of the shares subject to the lock-up agreement.

Furthermore, the selling shareholder retains registration rights under the Registration Rights Agreement dated June 14, 2021, entered into in connection with our initial public offering. Under Section 2.2 of the Registration Rights Agreement, the selling shareholder has demand registration rights, of which this offering constitutes demand #2 of the 3 demands permitted under the agreement, as well as piggyback registration rights. The selling shareholder may therefore exercise its remaining demand registration right or participate in future registered offerings of our ordinary shares. Future sales or the perception that future sales of a substantial number of our ordinary shares could occur may adversely affect the prevailing market price of our ordinary shares and could impair our ability to raise capital through future offerings of equity or equity-linked securities. We cannot predict the effect, if any, that future sales of ordinary shares by the selling shareholder or other shareholders, or the availability of ordinary shares for sale, will have on the market price of our ordinary shares.

The market price of our ordinary shares may be volatile.

The market price of our ordinary shares has fluctuated, and may continue to fluctuate, significantly in response to a number of factors, many of which are beyond our control. These factors include, but are not limited to:

• actual or anticipated variations in our quarterly or annual operating results;

• changes in financial estimates or investment recommendations by securities analysts who cover our ordinary shares;

• announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments;

• developments in the media, entertainment, and e-commerce industries, including competitive dynamics, technological innovation, and shifts in consumer preferences;

• general market conditions and investor sentiment, including as a result of macroeconomic developments, geopolitical events, or public health concerns;

• fluctuations in currency exchange rates, particularly the British pound sterling against the U.S. dollar, which can affect our reported financial results and the perceived value of our ordinary shares;

• additions or departures of key management personnel;

• actual or anticipated changes in laws, regulations, or government policies applicable to our business in any of the 14 countries in which we operate;

• sales of large blocks of our ordinary shares by significant shareholders; and

• changes in accounting standards, policies, or interpretations.

In addition, the stock market in general, and the stocks of media, entertainment, and technology companies in particular, have experienced significant price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the affected companies. These broad market and industry fluctuations may adversely affect the market price of our ordinary shares, regardless of our actual operating performance. In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. Such litigation, if instituted against us, could result in very substantial costs and a diversion of our management's attention and resources, which could harm our business.

We are a foreign private issuer and are exempt from certain SEC and Nasdaq requirements applicable to domestic U.S. registrants, which may result in less information and fewer protections being available to investors.

We are a "foreign private issuer" as defined under Rule 3b-4 of the Exchange Act. As a foreign private issuer, we are exempt from certain provisions of the Exchange Act, including:

• the rules under Section 14 of the Exchange Act requiring the filing of proxy statements in connection with shareholders' meetings;

• the provisions of Section 16 of the Exchange Act requiring our officers, directors, and shareholders holding more than 10% of our outstanding ordinary shares to file reports regarding their ownership and trading activity in our ordinary shares and to disgorge any profits from short-swing transactions; and

• the provisions of Regulation FD, which restrict the selective disclosure of material nonpublic information by issuers.

In addition, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic U.S. registrants whose securities are registered under the Exchange Act. We file annual reports on Form 20-F and furnish current reports on Form 6-K, rather than filing annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. Furthermore, as a foreign private issuer, we are permitted to follow certain English corporate governance practices in lieu of certain requirements of the Nasdaq Global Select Market listing standards, including with respect to the composition and responsibilities of our board committees and the requirements for shareholder approval of certain transactions.

As a result of the foregoing, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers and that are subject to all of the corporate governance requirements of the Nasdaq Global Select Market and the periodic reporting and other requirements of the Exchange Act applicable to domestic U.S. registrants. We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.

It may be difficult for investors to enforce judgments obtained in U.S. courts against us or our non-U.S. officers and directors.

We are a public limited company incorporated under the laws of England and Wales. Certain of our officers and directors reside outside the United States, and a substantial portion of our assets and the assets of certain of our officers and directors are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or such persons, or to enforce judgments obtained in U.S. courts against us or such persons, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. There is doubt as to whether courts in England and Wales would enforce judgments of U.S. courts obtained in actions against us or our officers or directors based upon the civil liability provisions of the U.S. federal securities laws or original actions brought in England and Wales based upon U.S. federal securities laws. See "Enforceability of Civil Liabilities."

Incorporation of Risk Factors by Reference

In addition to the risks described above, you should carefully consider the risk factors described in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026, which are incorporated by reference into this prospectus supplement and the accompanying base prospectus. Those risk factors address, among other things, risks related to our business, operations, and industry, as well as risks related to our indebtedness, intellectual property, regulatory environment, and international operations. Additional risk factors may be included in subsequent filings that we make with or furnish to the SEC, which may also be incorporated by reference into this prospectus supplement and the accompanying base prospectus. See "Incorporation of Certain Documents by Reference."

USE OF PROCEEDS

All 1,500,000 ordinary shares offered hereby are being sold by the selling shareholder, Crestwood Venture Partners III, L.P. We will not receive any of the proceeds from the sale of ordinary shares by the selling shareholder in this offering.

The aggregate net proceeds to the selling shareholder from this offering, after deducting the underwriting discount of $720,000 (representing $0.48 per share, or 1.5% of the public offering price of $32.00 per share), will be approximately $47,280,000. The selling shareholder will also bear its own counsel fees, estimated at approximately $60,000.

Issuer Expenses. Pursuant to the terms of the Registration Rights Agreement dated June 14, 2021, we will bear certain expenses incurred in connection with this offering, estimated at approximately $226,496 in the aggregate. These expenses consist of the following:

The underwriting discount of $720,000 and the selling shareholder's counsel fees (estimated at $60,000, payable to Whitford & Dane LLP) are borne by the selling shareholder and are not included in the issuer expenses described above.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2025, the most recent fiscal year-end. Because this is a secondary offering in which the selling shareholder is selling 1,500,000 ordinary shares that are already outstanding, there is no change in the number of ordinary shares outstanding or in our capitalization as a result of this offering. The 1,500,000 ordinary shares being sold by the selling shareholder are already reflected in our outstanding share count. Following the completion of this offering, the total number of ordinary shares outstanding will remain 94,600,000.

For a complete description of our balance sheet, capitalization, and indebtedness, you should refer to our audited consolidated financial statements and the notes thereto contained in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026, which is incorporated by reference herein. See "Incorporation of Certain Documents by Reference" and "Where You Can Find More Information."

SELLING SHAREHOLDER

The following table and related notes set forth information as of the date of this prospectus supplement with respect to the selling shareholder and the ordinary shares beneficially owned by the selling shareholder that may be offered pursuant to this prospectus supplement. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.

Background on Crestwood Venture Partners III, L.P.

Crestwood Venture Partners III, L.P. ("Crestwood VP III") is a Delaware limited partnership that operates as a growth-equity fund focused on investments in media, technology, and consumer sectors. The general partner of Crestwood VP III is Crestwood Capital Management LLC, a Delaware limited liability company. The principal address of Crestwood VP III is 200 Clarendon Street, Suite 3100, Boston, MA 02116. Derek Calloway serves as Managing Partner and Priya Nandakumar serves as Chief Financial Officer of Crestwood Capital Management LLC.

Crestwood VP III originally invested £18,000,000 in Aurelius's Series C preferred financing round in 2017. The Series C preferred shares held by Crestwood VP III converted into ordinary shares upon the completion of Aurelius's initial public offering in 2021. Crestwood VP III's U.S. Employer Identification Number (EIN) is 84-3291056.

Registration Rights Agreement

We and Crestwood VP III are parties to a Registration Rights Agreement dated June 14, 2021, entered into in connection with our initial public offering (the "Registration Rights Agreement"). Under Section 2.2 of the Registration Rights Agreement, Crestwood VP III has demand registration rights entitling it to require us to register the resale of its ordinary shares under the Securities Act, subject to certain conditions and limitations. Crestwood VP III is permitted up to 3 demand registrations under the Registration Rights Agreement; this offering constitutes demand #2 of the 3 permitted demands. In addition, Crestwood VP III has piggyback registration rights, which entitle it to include its ordinary shares in certain registered offerings that we may conduct in the future.

The Registration Rights Agreement requires us to cooperate with shelf takedowns initiated by Crestwood VP III, to provide customary issuer support (including the delivery of comfort letters, legal opinions, and officer certificates), and to bear certain issuer expenses in connection with any registered offering effected pursuant to the agreement, excluding underwriting discounts and commissions and the selling shareholder's own legal expenses. The Registration Rights Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles thereof.

Beneficial Ownership Table

^(1)^ Based on 94,600,000 ordinary shares outstanding as of December 31, 2025. The selling shareholder's pre-offering beneficial ownership percentage was approximately 4.49% (4,250,000 ÷ 94,600,000). The selling shareholder's post-offering beneficial ownership percentage is approximately 2.91% (2,750,000 ÷ 94,600,000).

^(2)^ Crestwood Capital Management LLC, as the general partner of Crestwood Venture Partners III, L.P., has sole voting and investment power with respect to the ordinary shares held by Crestwood VP III. Derek Calloway, as Managing Partner of Crestwood Capital Management LLC, may be deemed to have beneficial ownership of such shares. Mr. Calloway disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The address of Crestwood Venture Partners III, L.P. is 200 Clarendon Street, Suite 3100, Boston, MA 02116.

Material Relationships. Except for (i) the Registration Rights Agreement dated June 14, 2021 and (ii) the selling shareholder's status as a shareholder of Aurelius, neither Crestwood VP III nor any of its affiliates has had any material relationship with us or any of our predecessors or affiliates within the past three years. No director or officer of Aurelius is affiliated with Crestwood VP III or Crestwood Capital Management LLC.

PLAN OF DISTRIBUTION

Block Trade Structure

The selling shareholder is offering 1,500,000 ordinary shares through Meridian Zanthor & Co. ("Meridian Zanthor"), which is acting as sole bookrunner on a firm-commitment basis. Meridian Zanthor's principal offices are located at 399 Park Avenue, 22nd Floor, New York, NY 10022.

Pursuant to the Block Trade Agreement dated March 12, 2026 (the "Block Trade Agreement"), among the selling shareholder, Aurelius, and Meridian Zanthor, the underwriter has agreed to purchase all 1,500,000 ordinary shares from the selling shareholder at a price of $31.52 per share, which reflects the public offering price of $32.00 per share less the underwriting discount of $0.48 per share (representing 1.5% of the public offering price). The aggregate underwriting discount payable by the selling shareholder to Meridian Zanthor is $720,000.

The obligation of Meridian Zanthor to purchase the ordinary shares from the selling shareholder is subject to the satisfaction of the conditions set forth in the Block Trade Agreement, including, among others: (i) the accuracy of the representations and warranties of the selling shareholder and Aurelius in the Block Trade Agreement; (ii) the delivery to the underwriter of customary legal opinions from counsel to the issuer and counsel to the selling shareholder; (iii) the delivery of a comfort letter from Pemberton & Associates LLP, Aurelius's independent registered public accounting firm; (iv) the delivery of officer certificates from Aurelius; and (v) the absence of any material adverse change in the business, properties, financial condition, or results of operations of Aurelius since the date of the most recent financial statements incorporated by reference herein.

Pricing. The public offering price of $32.00 per share was determined by negotiation among the selling shareholder, Aurelius, and Meridian Zanthor. On March 12, 2026, the pricing date, the last reported sale price of the ordinary shares on the Nasdaq Global Select Market was $32.18 per share. The public offering price of $32.00 per share represents a discount of approximately 0.56% to the last reported sale price on the pricing date.

The Block Trade Agreement was executed at 4:15 PM Eastern Time on March 12, 2026, after the close of trading on the Nasdaq Global Select Market. Factors considered by the parties in determining the public offering price included: the prevailing market price of the ordinary shares, the size of the block of shares being offered, current market conditions, recent trading volumes, demand from institutional investors, and other factors deemed relevant.

Marketing / Wall-Crossing

During the period of March 10–11, 2026, Meridian Zanthor wall-crossed a select number of institutional investors to gauge demand for the block offering. Wall-crossed investors were informed of the potential offering and the approximate size of the block, and were provided with material non-public information regarding the offering on a confidential basis, subject to their agreement to abide by customary wall-crossing protocols, including restrictions on trading in the ordinary shares while in possession of such material non-public information. The offering was conducted on an accelerated basis following the wall-crossing period, and the Block Trade Agreement was executed on March 12, 2026 after the close of trading.

Settlement. Settlement of this offering is expected to occur on March 16, 2026, which is the second business day following the pricing date (T+2). Delivery of the ordinary shares will be made through the facilities of The Depository Trust Company ("DTC") against payment in immediately available funds. The ordinary shares are held through DTC in the form of uncertificated shares, and beneficial ownership interests are recorded on the books of DTC participants.

Lock-Up. In connection with this offering, the selling shareholder has agreed, pursuant to a separate lock-up agreement (the "Lock-Up Agreement"), not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale of, or otherwise transfer or dispose of, directly or indirectly, any of its remaining 2,750,000 ordinary shares, or any securities convertible into or exercisable or exchangeable for ordinary shares, for a period of 60 calendar days following the closing date of this offering (i.e., from March 16, 2026 through and including May 15, 2026), without the prior written consent of Meridian Zanthor, subject to customary exceptions.

The customary exceptions to the Lock-Up Agreement include: (i) transfers to affiliates of the selling shareholder (provided that such affiliates agree to be bound by the terms of the Lock-Up Agreement for the remainder of the lock-up period); (ii) pledges of ordinary shares pursuant to existing credit facilities in place as of the date of the Lock-Up Agreement; and (iii) sales of ordinary shares pursuant to a trading plan established in compliance with Rule 10b5-1 under the Exchange Act, provided that no such trading plan is currently in effect as of the date of this prospectus supplement.

Meridian Zanthor may, in its sole discretion and at any time without notice, release all or any portion of the ordinary shares subject to the Lock-Up Agreement. There are no existing agreements between Meridian Zanthor and the selling shareholder that would require the release of shares subject to the Lock-Up Agreement during the lock-up period.

Issuer Lock-Up. We have not entered into a lock-up agreement in connection with this offering. This offering is a secondary offering in which the selling shareholder is selling ordinary shares that are already outstanding. We are cooperating with this offering pursuant to our obligations under the Registration Rights Agreement dated June 14, 2021.

Overallotment Option. No overallotment option or greenshoe has been granted to the underwriter in connection with this offering.

Listing. Our ordinary shares are listed on the Nasdaq Global Select Market under the ticker symbol "AGMG." No application will be made to list any additional securities on any exchange in connection with this offering, as no new shares are being issued.

Regulation M. In connection with this offering, the underwriter may engage in transactions that stabilize, maintain, or otherwise affect the price of the ordinary shares in accordance with Regulation M under the Exchange Act. These transactions may include:

• Stabilizing transactions. The underwriter may make bids for or purchases of the ordinary shares for the purpose of pegging, fixing, or maintaining the price of the ordinary shares, so long as stabilizing bids do not exceed a specified maximum.

• Short sales and covering transactions. The underwriter may sell more shares of our ordinary shares in connection with this offering than it has committed to purchase from the selling shareholder, creating a short position. The underwriter may close out any such short position by purchasing shares in the open market. In determining the source of shares to close out any such short position, the underwriter will consider, among other things, the price of shares available for purchase in the open market.

• Penalty bids. The underwriter may impose penalty bids, under which selling concessions allowed to broker-dealers participating in the offering may be reclaimed if the shares initially sold by such broker-dealers are subsequently repurchased by the underwriter in stabilizing or covering transactions.

• Passive market making. In connection with this offering, the underwriter and any selling group member may engage in passive market making transactions in the ordinary shares on the Nasdaq Global Select Market in accordance with Rule 103 of Regulation M. Passive market making generally is permitted prior to the completion of the distribution of our ordinary shares, subject to the conditions set forth in Rule 103.

These stabilizing transactions, short sales, covering transactions, penalty bids, and passive market making transactions may cause the price of the ordinary shares to be higher than it would otherwise be in the absence of such transactions. The underwriter is not required to engage in any of these transactions and, if commenced, may discontinue any of them at any time. Neither we nor the underwriter makes any representation or prediction as to the direction or magnitude of any effect that these transactions may have on the price of the ordinary shares.

Indemnification. Pursuant to the Block Trade Agreement, the selling shareholder has agreed to indemnify and hold harmless the underwriter against certain losses, claims, damages, and liabilities, including liabilities arising under the Securities Act, related to any untrue statement or alleged untrue statement of a material fact or omission of a material fact required to be stated in or necessary to make the statements in this prospectus supplement not misleading, in each case to the extent that such statement or omission was made in reliance upon information furnished by the selling shareholder for inclusion herein. Similarly, Aurelius has agreed to indemnify and hold harmless the underwriter against certain losses, claims, damages, and liabilities, including liabilities arising under the Securities Act, related to any untrue statement or alleged untrue statement of a material fact or omission of a material fact in this prospectus supplement, the accompanying base prospectus, or any document incorporated by reference herein or therein, except to the extent that such statement or omission was made in reliance upon information furnished by the selling shareholder or the underwriter. The Block Trade Agreement also provides for contribution among the parties in the event that indemnification is unavailable or insufficient to hold harmless the indemnified parties.

Selling Restrictions. The ordinary shares offered hereby are being offered and sold only in the United States and in certain other jurisdictions where such offers and sales are permitted. The following selling restrictions apply to offers and sales of the ordinary shares outside the United States:

European Economic Area. In relation to each Member State of the European Economic Area (the "EEA"), no ordinary shares have been offered or will be offered to the public in that Member State prior to the publication of a prospectus in relation to the ordinary shares that has been approved by the competent authority of that Member State or, where appropriate, approved by the competent authority of another Member State and notified to the competent authority of that Member State, all in accordance with the Prospectus Regulation, except that an offer of ordinary shares may be made to the public in that Member State at any time under the following exemptions under the Prospectus Regulation: (a) to any legal entity which is a qualified investor as defined under the Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation) per Member State, subject to obtaining the prior consent of the underwriter; or (c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of ordinary shares shall require us, the selling shareholder, or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. For the purposes of this provision, the expression "offer to the public" and "Prospectus Regulation" have the meanings given to them in the Regulation (EU) 2017/1129.

United Kingdom. In the United Kingdom, no ordinary shares have been offered or will be offered to the public in the United Kingdom prior to the publication of a prospectus in relation to the ordinary shares that has been approved by the Financial Conduct Authority in accordance with the UK Prospectus Regulation, except that an offer of ordinary shares may be made to the public in the United Kingdom at any time under the following exemptions under the UK Prospectus Regulation: (a) to any legal entity which is a qualified investor as defined under the UK Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the underwriter; or (c) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000, as amended, provided that no such offer of ordinary shares shall require us, the selling shareholder, or any underwriter to publish a prospectus pursuant to Section 85 of the Financial Services and Markets Act 2000 or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression "UK Prospectus Regulation" means the Regulation (EU) 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.

Canada. The ordinary shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are "accredited investors," as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are "permitted clients," as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.

Hong Kong. The ordinary shares have not been offered or sold and will not be offered or sold in Hong Kong by means of any document other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made thereunder, or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong).

Japan. The ordinary shares have not been and will not be registered under the Financial Instruments and Exchange Act of Japan and may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term includes any person resident in Japan, including any corporation or other entity organized under the laws of Japan), except pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Act and in compliance with any other applicable laws, regulations, and ministerial guidelines of Japan.

Underwriter's Address and Contact

Meridian Zanthor & Co. 399 Park Avenue, 22nd Floor New York, NY 10022

Attention: Samantha Reeves, Managing Director, Equity Capital Markets

Expenses. The following table summarizes the estimated expenses of this offering:

MATERIAL TAX CONSIDERATIONS

The following is a summary of certain material U.S. federal income tax and United Kingdom tax consequences of the acquisition, ownership, and disposition of our ordinary shares. This summary does not purport to be a complete analysis of all potential tax consequences and does not address state, local, or other non-U.S./non-UK tax considerations (except as specifically noted below). This summary is based on the tax laws of the United States and the United Kingdom as in effect on the date of this prospectus supplement, including the U.S. Internal Revenue Code of 1986, as amended (the "Code"), U.S. Treasury regulations, rulings, and judicial decisions, and UK tax legislation and published practice of Her Majesty's Revenue and Customs ("HMRC"), all as in effect on the date of this prospectus supplement and all of which are subject to change, possibly with retroactive effect. This summary is for general information only and does not constitute legal or tax advice. Investors are urged to consult their own tax advisors regarding the specific tax consequences to them of the acquisition, ownership, and disposition of our ordinary shares, including the applicability and effect of U.S. federal, state, local, UK, and other non-U.S. tax laws.

Material U.S. Federal Income Tax Considerations

The following is a summary of certain material U.S. federal income tax consequences of the acquisition, ownership, and disposition of our ordinary shares that may be relevant to U.S. holders (as defined below) who acquire ordinary shares in this offering and hold such shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address all aspects of U.S. federal income taxation that may be relevant to particular investors in light of their individual circumstances or to investors subject to special treatment under U.S. federal income tax law, including, without limitation, banks or other financial institutions, insurance companies, tax-exempt organizations, regulated investment companies, real estate investment trusts, broker-dealers, traders in securities who elect to use a mark-to-market method of accounting, persons who hold ordinary shares as part of a straddle, hedging, conversion, or other integrated transaction, U.S. holders whose functional currency is not the U.S. dollar, persons subject to the alternative minimum tax, persons who acquired ordinary shares through the exercise or cancellation of employee stock options or otherwise as compensation, and persons who actually or constructively own 10% or more of the total voting power or value of our shares. This summary does not address U.S. federal estate, gift, or other non-income tax considerations, or the Medicare contribution tax on net investment income.

For purposes of this summary, a "U.S. holder" is a beneficial owner of ordinary shares that is, for U.S. federal income tax purposes: (i) an individual citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source; or (iv) a trust (a) whose administration is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

Dividends. Subject to the passive foreign investment company ("PFIC") rules discussed below, distributions paid on our ordinary shares, to the extent made out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), generally will constitute dividends for U.S. federal income tax purposes and will be includible in a U.S. holder's gross income as ordinary income on the date of receipt by the U.S. holder. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits, it will be treated first as a tax-free return of capital to the extent of the U.S. holder's adjusted tax basis in the ordinary shares and thereafter as capital gain. We do not intend to calculate earnings and profits under U.S. federal income tax principles. Accordingly, a U.S. holder should expect that a distribution will generally be treated as a dividend for U.S. federal income tax purposes. Dividends paid by us generally will not be eligible for the dividends-received deduction available to corporations under the Code.

Subject to certain holding period and other requirements, dividends received by non-corporate U.S. holders (including individuals) with respect to our ordinary shares may be treated as "qualified dividend income" and taxed at the preferential rates applicable to long-term capital gains, provided that we are not a PFIC for the taxable year in which the dividend is paid or the preceding taxable year, and provided further that certain other conditions are met, including that the ordinary shares are readily tradeable on an established securities market in the United States. Our ordinary shares are listed on the Nasdaq Global Select Market, which is an established securities market in the United States for these purposes. We believe that dividends paid on our ordinary shares should be eligible for the reduced rate applicable to qualified dividend income, although no assurance can be given in this regard.

Gain on Sale or Other Taxable Disposition. Subject to the PFIC rules discussed below, a U.S. holder generally will recognize capital gain or loss on the sale, exchange, or other taxable disposition of our ordinary shares in an amount equal to the difference between the amount realized on the disposition and the U.S. holder's adjusted tax basis in the ordinary shares. Such gain or loss generally will be long-term capital gain or loss if the U.S. holder's holding period for the ordinary shares exceeds one year at the time of the disposition. Long-term capital gains recognized by non-corporate U.S. holders (including individuals) are generally subject to tax at preferential rates. The deductibility of capital losses is subject to limitations.

Passive Foreign Investment Company ("PFIC") Status. A non-U.S. corporation will be classified as a PFIC for any taxable year if either: (i) 75% or more of its gross income for such taxable year consists of "passive income" (including dividends, interest, rents, royalties, gains from the disposition of certain assets, and certain other categories of income); or (ii) 50% or more of the average value of its assets during such taxable year produce, or are held for the production of, passive income. Based on our income, assets, activities, and market capitalization for the fiscal year ended December 31, 2025, we do not believe that we were a PFIC for our fiscal year ended December 31, 2025. Based on our current and projected income, assets, and activities, we do not expect to become a PFIC in the current or foreseeable future taxable years. However, because PFIC status is a factual determination that is made annually based on the composition of a company's income and assets, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year. If we were to be classified as a PFIC for any taxable year during which a U.S. holder holds ordinary shares, certain adverse U.S. federal income tax consequences could apply to the U.S. holder. U.S. holders should consult their own tax advisors regarding the application of the PFIC rules.

Information Reporting and Backup Withholding. Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting and may be subject to backup withholding, unless (i) the U.S. holder is a corporation or other exempt recipient and, when required, demonstrates this fact, or (ii) in the case of backup withholding, the U.S. holder provides a correct taxpayer identification number on IRS Form W-9 and certifies that it is not subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be credited against a U.S. holder's U.S. federal income tax liability, and a U.S. holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing an appropriate claim for refund with the Internal Revenue Service.

FATCA. Provisions of the Code commonly referred to as the Foreign Account Tax Compliance Act ("FATCA") generally impose a 30% withholding tax on payments of dividends on our ordinary shares to a "foreign financial institution" (as defined for FATCA purposes) or a "non-financial foreign entity" (as defined for FATCA purposes) (including, in some cases, when such foreign financial institution or non-financial foreign entity is acting as an intermediary), unless: (i) in the case of a foreign financial institution, such institution has entered into an agreement with the U.S. government to collect and provide the Internal Revenue Service with certain information regarding its U.S. account holders (including certain equity and debt holders); (ii) in the case of a non-financial foreign entity, such entity provides the withholding agent with a certification identifying its direct and indirect U.S. owners; or (iii) such foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. FATCA withholding on payments of gross proceeds from the sale or other disposition of our ordinary shares was eliminated by proposed U.S. Treasury regulations. Investors should consult their own tax advisors regarding the implications of FATCA with respect to their ownership of our ordinary shares.

Material UK Tax Considerations

The following is a summary of certain material UK tax consequences for holders of our ordinary shares who are not resident in the United Kingdom for UK tax purposes ("non-UK holders"). This summary is based on UK tax legislation and the published practice of HMRC as in effect on the date of this prospectus supplement, which may be subject to change, possibly with retroactive effect. This summary is for general information only and does not constitute legal or tax advice.

Stamp Duty and Stamp Duty Reserve Tax ("SDRT"). No UK stamp duty or SDRT should be payable on the transfer of our ordinary shares through the DTC system, provided that the ordinary shares are held and transferred within the DTC system in the form of interests in a securities entitlement held by Cede & Co. (as nominee for DTC), on the basis that such transfers do not involve the transfer of, or an agreement to transfer, ordinary shares registered on the UK register. To the extent that a transfer involves the delivery of shares in a form that constitutes an instrument of transfer, stamp duty may be payable at the rate of 0.5% of the consideration paid, rounded up to the nearest £5.

Dividends. Under current UK law, no UK withholding tax is imposed on dividends paid by a UK company. Accordingly, if we were to pay dividends on our ordinary shares, such dividends would be paid without deduction or withholding for or on account of UK income tax.

Capital Gains. A non-UK holder should not be subject to UK taxation on capital gains arising on the sale or other disposition of our ordinary shares, provided that: (i) the non-UK holder is not resident in the United Kingdom for UK tax purposes; and (ii) the non-UK holder does not carry on a trade, profession, or vocation in the United Kingdom through a branch or agency (or, in the case of a company, through a permanent establishment) to which the ordinary shares are attributable.

Recommendation to Consult Tax Advisors

The foregoing discussion of U.S. federal income tax and UK tax considerations is not exhaustive and does not address state, local, or other non-U.S./non-UK tax considerations that may be relevant to particular investors. The tax treatment of an investment in our ordinary shares may vary depending on an investor's particular tax situation. Investors are urged to consult their own tax advisors regarding the specific tax consequences to them of the acquisition, ownership, and disposition of our ordinary shares, including the applicability and effect of U.S. federal, state, local, UK, and other non-U.S. tax laws.

LEGAL MATTERS

Certain legal matters in connection with this offering, including the validity of the ordinary shares being offered hereby and certain matters of English law, will be passed upon for us by Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, NY 10006. Calderwood & Harkness LLP is providing the corporate/validity opinion and the 10b-5 negative assurance letter in connection with this offering.

Certain legal matters in connection with this offering will be passed upon for the selling shareholder by Whitford & Dane LLP, 100 Federal Street, Suite 2800, Boston, MA 02110.

Certain legal matters in connection with this offering will be passed upon for the underwriter by Hargreaves Finch LLP, 600 Third Avenue, 31st Floor, New York, NY 10016.

EXPERTS

The consolidated financial statements of Aurelius Global Media Group PLC appearing in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026, have been audited by Pemberton & Associates LLP, an independent r

Filed Pursuant to Rule 424(b)(7) Registration Statement File No. 333-278415 CIK: 0001923487 Filing Date: March 13, 2026
PROSPECTUS SUPPLEMENT (To Prospectus dated September 22, 2025)
This preliminary prospectus supplement relates to an effective registration statement under the Securities Act of 1933, as amended, but is subject to completion. This preliminary prospectus supplement is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. This preliminary prospectus supplement is a draft to be filed with the Securities and Exchange Commission pursuant to Rule 424(b)(7) of the Securities Act of 1933, as amended.
Aurelius Global Media Group PLC
1,500,000 Ordinary Shares
Par Value £0.10 Per Share
CUSIP: G0583R 107 ISIN: GB00BKZM4P19
The selling shareholder named in this prospectus supplement is offering 1,500,000 ordinary shares, par value £0.10 per share, of Aurelius Global Media Group PLC. We will not receive any proceeds from the sale of ordinary shares by the selling shareholder. See "Use of Proceeds."
Summary of Key Offering Terms
Selling Shareholder: Crestwood Venture Partners III, L.P.
Note: Aurelius Global Media Group PLC will not receive any proceeds from this offering.
Our ordinary shares are listed on the Nasdaq Global Select Market under the ticker symbol "AGMG." On March 12, 2026, the last reported sale price of the ordinary shares on the Nasdaq Global Select Market was $32.18 per share. The public offering price of $32.00 per share represents a discount of approximately 0.56% to the last reported sale price.
Investing in our ordinary shares involves risks. See "Risk Factors" beginning on page S-8 of this prospectus supplement and in the documents incorporated by reference herein.
Aurelius Global Media Group PLC is a "foreign private issuer" as defined under Rule 3b-4 of the Securities Exchange Act of 1934, as amended. As a foreign private issuer, we follow certain home country corporate governance practices in lieu of certain requirements of the Nasdaq Global Select Market and are exempt from certain rules under the Securities Exchange Act of 1934 applicable to domestic U.S. registrants, including the proxy solicitation rules under Section 14 of the Exchange Act, the short-swing profit reporting and recovery provisions of Section 16 of the Exchange Act, and the requirements of Regulation FD. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq and the Exchange Act.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Sole Bookrunner
Meridian Zanthor & Co.
The date of this prospectus supplement is March 13, 2026.
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement relates to the offer and sale of 1,500,000 ordinary shares, par value £0.10 per share, of Aurelius Global Media Group PLC ("Aurelius," the "Company," "we," "us," or "our") by Crestwood Venture Partners III, L.P. (the "selling shareholder"). This prospectus supplement supplements and should be read together with the accompanying base prospectus dated September 22, 2025 (the "base prospectus"), which forms part of our Registration Statement on Form F-3 (File No. 333-278415), originally filed with the Securities and Exchange Commission (the "SEC") on August 29, 2025 and declared effective on September 22, 2025 (the "Registration Statement"). This prospectus supplement is part of the Registration Statement. This prospectus supplement adds to, updates, and changes information contained in the base prospectus. To the extent that any information in this prospectus supplement differs from, is inconsistent with, or supplements information contained in the base prospectus or in any document incorporated by reference herein or therein that was filed or furnished prior to the date of this prospectus supplement, the information in this prospectus supplement will control.
Shelf Registration Statement. Our Registration Statement on Form F-3 was originally filed with the SEC on August 29, 2025 and declared effective on September 22, 2025. The Registration Statement registered up to an aggregate of $1,500,000,000 of our securities for issuance and sale. Prior to this offering, we had previously undertaken one takedown from the shelf: in November 2025, we completed a primary offering of ordinary shares with aggregate gross proceeds of $750,000,000. Following that prior offering, the remaining capacity under the shelf registration statement was $750,000,000. This offering constitutes a secondary offering of ordinary shares with an aggregate public offering price of $48,000,000. Following the completion of this offering, the remaining capacity under the shelf registration statement will be approximately $702,000,000.
Information Incorporated by Reference. Certain important information is incorporated by reference into this prospectus supplement and the base prospectus from documents that we have filed with or furnished to the SEC. The information incorporated by reference is an important part of this prospectus supplement and the Registration Statement. For a description of the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus, see "Incorporation of Certain Documents by Reference" below. You may obtain copies of these documents, without charge, as described in "Where You Can Find More Information."
No Offer in Restricted Jurisdictions. Neither we, the selling shareholder, nor the underwriter is making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information contained in or incorporated by reference in this prospectus supplement or the accompanying base prospectus is accurate as of any date other than the respective dates thereof or that any information incorporated by reference herein is accurate as of any date other than the date of the document so incorporated. Our business, financial condition, results of operations, and prospects may have changed since those dates.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying base prospectus. Any representation to the contrary is a criminal offense.
Unless the context otherwise requires, references in this prospectus supplement to "Aurelius," the "Company," "we," "us," and "our" refer to Aurelius Global Media Group PLC and its consolidated subsidiaries, and references to "ordinary shares" refer to the ordinary shares, par value £0.10 per share, of Aurelius Global Media Group PLC. All references to "$" or "dollars" are to United States dollars, and all references to "£" or "pounds" are to British pounds sterling, unless otherwise indicated. Certain monetary amounts and other figures set forth in this prospectus supplement have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying base prospectus, and the documents incorporated by reference herein and therein contain "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). These forward-looking statements relate to our current expectations, estimates, forecasts, and projections about our business, financial condition, results of operations, prospects, strategies, and plans, as well as the industry in which we operate. In some cases, you can identify forward-looking statements by the use of words such as "anticipate," "believe," "estimate," "expect," "intend," "may," "plan," "predict," "project," "target," "potential," "will," "would," "could," "should," "continue," "seek," "aim," "forecast," and similar expressions, and variations and negatives of these words.
These forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions, and are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. We caution you therefore against relying on any of these forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to, the following:
• increased competition in the media, entertainment, and e-commerce sectors in which we operate, including from established global competitors with greater resources;
• rapid technological changes affecting content distribution, digital advertising, and direct-to-consumer retail platforms;
• regulatory developments, changes in applicable laws, and shifts in government policy across the 14 countries in which we operate, including with respect to data privacy, content regulation, and taxation;
• fluctuations in currency exchange rates, particularly the British pound sterling relative to the U.S. dollar and the euro, which can materially affect our reported financial results;
• general economic conditions and consumer confidence, including the potential impact of macroeconomic slowdowns, inflation, and interest rate changes on consumer spending and advertising budgets;
• our ability to attract and retain subscribers, customers, and audiences for our streaming content, digital advertising platforms, and e-commerce operations;
• increases in content acquisition, production, and licensing costs, as well as the ability to secure attractive content;
• conditions in the digital advertising market, including shifts in advertiser demand, changes in pricing models, and the impact of ad-blocking technologies;
• our ability to attract, retain, and motivate key personnel, including senior management and creative talent;
• the integration and performance of any businesses, technologies, or assets that we may acquire;
• cybersecurity risks, data breaches, and service disruptions;
• the outcome of pending or future litigation, regulatory proceedings, and governmental investigations; and
• the other risks and uncertainties described in "Risk Factors" in this prospectus supplement and in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026, as well as in other documents incorporated by reference herein.
These forward-looking statements are made as of the date of this prospectus supplement. We qualify all of the forward-looking statements contained or incorporated by reference in this prospectus supplement by the foregoing cautionary statements. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by applicable law.
The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking statements. To the extent that any statements made in this prospectus supplement or in documents incorporated by reference herein contain information that is not historical, such statements are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, and are intended to be covered by the safe harbor created thereby.
SUMMARY
This summary highlights selected information contained elsewhere in this prospectus supplement, the accompanying base prospectus, and the documents incorporated by reference herein and therein. It does not contain all of the information that may be important to you in making an investment decision. Before investing in our ordinary shares, you should read this entire prospectus supplement, the accompanying base prospectus, and the documents incorporated by reference herein and therein carefully, including the sections entitled "Risk Factors" and the financial statements and related notes incorporated by reference from our Annual Report on Form 20-F for the fiscal year ended December 31, 2025.
The Company. Aurelius Global Media Group PLC is a public limited company incorporated under the laws of England and Wales (Companies House No. 10458329), with principal executive offices located at 45 Broadwick Street, London W1F 9BN, United Kingdom. We operate a diversified media, entertainment, and e-commerce platform spanning streaming content, digital advertising, and direct-to-consumer retail across 14 countries on four continents.
Our ordinary shares are listed on the Nasdaq Global Select Market under the ticker symbol "AGMG." As of December 31, 2025, approximately 94,600,000 ordinary shares were outstanding. Based on the 30-day volume-weighted average price of approximately $32.05 as of March 12, 2026, our approximate market capitalization was $3.03 billion.
For the fiscal year ended December 31, 2025, as reported in our Annual Report on Form 20-F filed with the SEC on February 28, 2026, we recorded revenue of $1.87 billion, Adjusted EBITDA of $312 million, and net income of $147 million.
Our Chief Executive Officer is Marcus Halford. Our Chief Financial Officer is Elena Marchetti. Our General Counsel and Company Secretary is Jonathan Pryce-Harlow. Our U.S. Employer Identification Number (EIN) is 98-1437625.
The Offering — Summary Terms
The following table summarizes the principal terms of this offering. For a more detailed description of the terms, see "The Offering."
THE OFFERING
This offering is a registered block secondary offering conducted as a shelf takedown under our existing Registration Statement on Form F-3 (File No. 333-278415), which was originally filed with the SEC on August 29, 2025 and declared effective on September 22, 2025. The selling shareholder, Crestwood Venture Partners III, L.P., is offering 1,500,000 ordinary shares, par value £0.10 per share, of Aurelius Global Media Group PLC.
The underwriter, Meridian Zanthor & Co., is purchasing all 1,500,000 ordinary shares from the selling shareholder on a firm-commitment basis pursuant to the Block Trade Agreement dated March 12, 2026. The underwriter is purchasing the shares at a per-share price of $31.52, which reflects the public offering price of $32.00 per share less an underwriting discount of $0.48 per share, or 1.5% of the public offering price. On an aggregate basis, the total public offering price is $48,000,000, the total underwriting discount is $720,000, and the total net proceeds to the selling shareholder (before expenses) are $47,280,000.
The pricing date was March 12, 2026, and the Block Trade Agreement was executed after market close at 4:15 PM Eastern Time. The expected closing and settlement date is March 16, 2026 (T+2).
No overallotment option or greenshoe has been granted in connection with this offering.
We are not selling any shares in this offering and will not receive any of the proceeds from the sale of the ordinary shares by the selling shareholder. We will, however, bear certain expenses related to this offering, estimated at approximately $226,496, pursuant to the Registration Rights Agreement dated June 14, 2021, between us and the selling shareholder. See "Use of Proceeds."
RISK FACTORS
Investing in our ordinary shares involves a high degree of risk. You should carefully consider the following risk factors, together with the risk factors described in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026, which are incorporated by reference herein, and all other information contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus, before deciding whether to invest in our ordinary shares. If any of the following risks actually occur, our business, financial condition, results of operations, and prospects could be materially and adversely affected. In that event, the market price of our ordinary shares could decline, and you could lose all or part of your investment.
Risks Related to This Offering and Ownership of Our Ordinary Shares
Future sales of ordinary shares may depress the market price of our ordinary shares.
Following the completion of this offering, the selling shareholder, Crestwood Venture Partners III, L.P., will continue to hold 2,750,000 ordinary shares, representing approximately 2.91% of our outstanding ordinary shares (based on 94,600,000 ordinary shares outstanding as of December 31, 2025). The selling shareholder has agreed to a lock-up period of 60 calendar days following the closing date of this offering, which expires on May 15, 2026. Upon the expiration of the lock-up period, the selling shareholder will be free to sell, transfer, or otherwise dispose of its remaining ordinary shares, subject to applicable securities laws. In addition, the sole bookrunner, Meridian Zanthor & Co., may, in its sole discretion and at any time, release all or any portion of the shares subject to the lock-up agreement.
Furthermore, the selling shareholder retains registration rights under the Registration Rights Agreement dated June 14, 2021, entered into in connection with our initial public offering. Under Section 2.2 of the Registration Rights Agreement, the selling shareholder has demand registration rights, of which this offering constitutes demand #2 of the 3 demands permitted under the agreement, as well as piggyback registration rights. The selling shareholder may therefore exercise its remaining demand registration right or participate in future registered offerings of our ordinary shares. Future sales or the perception that future sales of a substantial number of our ordinary shares could occur may adversely affect the prevailing market price of our ordinary shares and could impair our ability to raise capital through future offerings of equity or equity-linked securities. We cannot predict the effect, if any, that future sales of ordinary shares by the selling shareholder or other shareholders, or the availability of ordinary shares for sale, will have on the market price of our ordinary shares.
The market price of our ordinary shares may be volatile.
The market price of our ordinary shares has fluctuated, and may continue to fluctuate, significantly in response to a number of factors, many of which are beyond our control. These factors include, but are not limited to:
• actual or anticipated variations in our quarterly or annual operating results;
• changes in financial estimates or investment recommendations by securities analysts who cover our ordinary shares;
• announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures, or capital commitments;
• developments in the media, entertainment, and e-commerce industries, including competitive dynamics, technological innovation, and shifts in consumer preferences;
• general market conditions and investor sentiment, including as a result of macroeconomic developments, geopolitical events, or public health concerns;
• fluctuations in currency exchange rates, particularly the British pound sterling against the U.S. dollar, which can affect our reported financial results and the perceived value of our ordinary shares;
• additions or departures of key management personnel;
• actual or anticipated changes in laws, regulations, or government policies applicable to our business in any of the 14 countries in which we operate;
• sales of large blocks of our ordinary shares by significant shareholders; and
• changes in accounting standards, policies, or interpretations.
In addition, the stock market in general, and the stocks of media, entertainment, and technology companies in particular, have experienced significant price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the affected companies. These broad market and industry fluctuations may adversely affect the market price of our ordinary shares, regardless of our actual operating performance. In the past, securities class action litigation has often been brought against a company following a decline in the market price of its securities. Such litigation, if instituted against us, could result in very substantial costs and a diversion of our management's attention and resources, which could harm our business.
We are a foreign private issuer and are exempt from certain SEC and Nasdaq requirements applicable to domestic U.S. registrants, which may result in less information and fewer protections being available to investors.
We are a "foreign private issuer" as defined under Rule 3b-4 of the Exchange Act. As a foreign private issuer, we are exempt from certain provisions of the Exchange Act, including:
• the rules under Section 14 of the Exchange Act requiring the filing of proxy statements in connection with shareholders' meetings;
• the provisions of Section 16 of the Exchange Act requiring our officers, directors, and shareholders holding more than 10% of our outstanding ordinary shares to file reports regarding their ownership and trading activity in our ordinary shares and to disgorge any profits from short-swing transactions; and
• the provisions of Regulation FD, which restrict the selective disclosure of material nonpublic information by issuers.
In addition, we are not required to file periodic reports and financial statements with the SEC as frequently or as promptly as domestic U.S. registrants whose securities are registered under the Exchange Act. We file annual reports on Form 20-F and furnish current reports on Form 6-K, rather than filing annual reports on Form 10-K, quarterly reports on Form 10-Q, and current reports on Form 8-K. Furthermore, as a foreign private issuer, we are permitted to follow certain English corporate governance practices in lieu of certain requirements of the Nasdaq Global Select Market listing standards, including with respect to the composition and responsibilities of our board committees and the requirements for shareholder approval of certain transactions.
As a result of the foregoing, you may not have the same protections afforded to shareholders of companies that are not foreign private issuers and that are subject to all of the corporate governance requirements of the Nasdaq Global Select Market and the periodic reporting and other requirements of the Exchange Act applicable to domestic U.S. registrants. We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses.
It may be difficult for investors to enforce judgments obtained in U.S. courts against us or our non-U.S. officers and directors.
We are a public limited company incorporated under the laws of England and Wales. Certain of our officers and directors reside outside the United States, and a substantial portion of our assets and the assets of certain of our officers and directors are located outside the United States. As a result, it may be difficult for investors to effect service of process within the United States upon us or such persons, or to enforce judgments obtained in U.S. courts against us or such persons, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws. There is doubt as to whether courts in England and Wales would enforce judgments of U.S. courts obtained in actions against us or our officers or directors based upon the civil liability provisions of the U.S. federal securities laws or original actions brought in England and Wales based upon U.S. federal securities laws. See "Enforceability of Civil Liabilities."
Incorporation of Risk Factors by Reference
In addition to the risks described above, you should carefully consider the risk factors described in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026, which are incorporated by reference into this prospectus supplement and the accompanying base prospectus. Those risk factors address, among other things, risks related to our business, operations, and industry, as well as risks related to our indebtedness, intellectual property, regulatory environment, and international operations. Additional risk factors may be included in subsequent filings that we make with or furnish to the SEC, which may also be incorporated by reference into this prospectus supplement and the accompanying base prospectus. See "Incorporation of Certain Documents by Reference."
USE OF PROCEEDS
All 1,500,000 ordinary shares offered hereby are being sold by the selling shareholder, Crestwood Venture Partners III, L.P. We will not receive any of the proceeds from the sale of ordinary shares by the selling shareholder in this offering.
The aggregate net proceeds to the selling shareholder from this offering, after deducting the underwriting discount of $720,000 (representing $0.48 per share, or 1.5% of the public offering price of $32.00 per share), will be approximately $47,280,000. The selling shareholder will also bear its own counsel fees, estimated at approximately $60,000.
Issuer Expenses. Pursuant to the terms of the Registration Rights Agreement dated June 14, 2021, we will bear certain expenses incurred in connection with this offering, estimated at approximately $226,496 in the aggregate. These expenses consist of the following:
The underwriting discount of $720,000 and the selling shareholder's counsel fees (estimated at $60,000, payable to Whitford & Dane LLP) are borne by the selling shareholder and are not included in the issuer expenses described above.
CAPITALIZATION
The following table sets forth our capitalization as of December 31, 2025, the most recent fiscal year-end. Because this is a secondary offering in which the selling shareholder is selling 1,500,000 ordinary shares that are already outstanding, there is no change in the number of ordinary shares outstanding or in our capitalization as a result of this offering. The 1,500,000 ordinary shares being sold by the selling shareholder are already reflected in our outstanding share count. Following the completion of this offering, the total number of ordinary shares outstanding will remain 94,600,000.
For a complete description of our balance sheet, capitalization, and indebtedness, you should refer to our audited consolidated financial statements and the notes thereto contained in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026, which is incorporated by reference herein. See "Incorporation of Certain Documents by Reference" and "Where You Can Find More Information."
SELLING SHAREHOLDER
The following table and related notes set forth information as of the date of this prospectus supplement with respect to the selling shareholder and the ordinary shares beneficially owned by the selling shareholder that may be offered pursuant to this prospectus supplement. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.
Background on Crestwood Venture Partners III, L.P.
Crestwood Venture Partners III, L.P. ("Crestwood VP III") is a Delaware limited partnership that operates as a growth-equity fund focused on investments in media, technology, and consumer sectors. The general partner of Crestwood VP III is Crestwood Capital Management LLC, a Delaware limited liability company. The principal address of Crestwood VP III is 200 Clarendon Street, Suite 3100, Boston, MA 02116. Derek Calloway serves as Managing Partner and Priya Nandakumar serves as Chief Financial Officer of Crestwood Capital Management LLC.
Crestwood VP III originally invested £18,000,000 in Aurelius's Series C preferred financing round in 2017. The Series C preferred shares held by Crestwood VP III converted into ordinary shares upon the completion of Aurelius's initial public offering in 2021. Crestwood VP III's U.S. Employer Identification Number (EIN) is 84-3291056.
Registration Rights Agreement
We and Crestwood VP III are parties to a Registration Rights Agreement dated June 14, 2021, entered into in connection with our initial public offering (the "Registration Rights Agreement"). Under Section 2.2 of the Registration Rights Agreement, Crestwood VP III has demand registration rights entitling it to require us to register the resale of its ordinary shares under the Securities Act, subject to certain conditions and limitations. Crestwood VP III is permitted up to 3 demand registrations under the Registration Rights Agreement; this offering constitutes demand #2 of the 3 permitted demands. In addition, Crestwood VP III has piggyback registration rights, which entitle it to include its ordinary shares in certain registered offerings that we may conduct in the future.
The Registration Rights Agreement requires us to cooperate with shelf takedowns initiated by Crestwood VP III, to provide customary issuer support (including the delivery of comfort letters, legal opinions, and officer certificates), and to bear certain issuer expenses in connection with any registered offering effected pursuant to the agreement, excluding underwriting discounts and commissions and the selling shareholder's own legal expenses. The Registration Rights Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles thereof.
Beneficial Ownership Table
^(1)^ Based on 94,600,000 ordinary shares outstanding as of December 31, 2025. The selling shareholder's pre-offering beneficial ownership percentage was approximately 4.49% (4,250,000 ÷ 94,600,000). The selling shareholder's post-offering beneficial ownership percentage is approximately 2.91% (2,750,000 ÷ 94,600,000).
^(2)^ Crestwood Capital Management LLC, as the general partner of Crestwood Venture Partners III, L.P., has sole voting and investment power with respect to the ordinary shares held by Crestwood VP III. Derek Calloway, as Managing Partner of Crestwood Capital Management LLC, may be deemed to have beneficial ownership of such shares. Mr. Calloway disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The address of Crestwood Venture Partners III, L.P. is 200 Clarendon Street, Suite 3100, Boston, MA 02116.
Material Relationships. Except for (i) the Registration Rights Agreement dated June 14, 2021 and (ii) the selling shareholder's status as a shareholder of Aurelius, neither Crestwood VP III nor any of its affiliates has had any material relationship with us or any of our predecessors or affiliates within the past three years. No director or officer of Aurelius is affiliated with Crestwood VP III or Crestwood Capital Management LLC.
PLAN OF DISTRIBUTION
Block Trade Structure
The selling shareholder is offering 1,500,000 ordinary shares through Meridian Zanthor & Co. ("Meridian Zanthor"), which is acting as sole bookrunner on a firm-commitment basis. Meridian Zanthor's principal offices are located at 399 Park Avenue, 22nd Floor, New York, NY 10022.
Pursuant to the Block Trade Agreement dated March 12, 2026 (the "Block Trade Agreement"), among the selling shareholder, Aurelius, and Meridian Zanthor, the underwriter has agreed to purchase all 1,500,000 ordinary shares from the selling shareholder at a price of $31.52 per share, which reflects the public offering price of $32.00 per share less the underwriting discount of $0.48 per share (representing 1.5% of the public offering price). The aggregate underwriting discount payable by the selling shareholder to Meridian Zanthor is $720,000.
The obligation of Meridian Zanthor to purchase the ordinary shares from the selling shareholder is subject to the satisfaction of the conditions set forth in the Block Trade Agreement, including, among others: (i) the accuracy of the representations and warranties of the selling shareholder and Aurelius in the Block Trade Agreement; (ii) the delivery to the underwriter of customary legal opinions from counsel to the issuer and counsel to the selling shareholder; (iii) the delivery of a comfort letter from Pemberton & Associates LLP, Aurelius's independent registered public accounting firm; (iv) the delivery of officer certificates from Aurelius; and (v) the absence of any material adverse change in the business, properties, financial condition, or results of operations of Aurelius since the date of the most recent financial statements incorporated by reference herein.
Pricing. The public offering price of $32.00 per share was determined by negotiation among the selling shareholder, Aurelius, and Meridian Zanthor. On March 12, 2026, the pricing date, the last reported sale price of the ordinary shares on the Nasdaq Global Select Market was $32.18 per share. The public offering price of $32.00 per share represents a discount of approximately 0.56% to the last reported sale price on the pricing date.
The Block Trade Agreement was executed at 4:15 PM Eastern Time on March 12, 2026, after the close of trading on the Nasdaq Global Select Market. Factors considered by the parties in determining the public offering price included: the prevailing market price of the ordinary shares, the size of the block of shares being offered, current market conditions, recent trading volumes, demand from institutional investors, and other factors deemed relevant.
Marketing / Wall-Crossing
During the period of March 10–11, 2026, Meridian Zanthor wall-crossed a select number of institutional investors to gauge demand for the block offering. Wall-crossed investors were informed of the potential offering and the approximate size of the block, and were provided with material non-public information regarding the offering on a confidential basis, subject to their agreement to abide by customary wall-crossing protocols, including restrictions on trading in the ordinary shares while in possession of such material non-public information. The offering was conducted on an accelerated basis following the wall-crossing period, and the Block Trade Agreement was executed on March 12, 2026 after the close of trading.
Settlement. Settlement of this offering is expected to occur on March 16, 2026, which is the second business day following the pricing date (T+2). Delivery of the ordinary shares will be made through the facilities of The Depository Trust Company ("DTC") against payment in immediately available funds. The ordinary shares are held through DTC in the form of uncertificated shares, and beneficial ownership interests are recorded on the books of DTC participants.
Lock-Up. In connection with this offering, the selling shareholder has agreed, pursuant to a separate lock-up agreement (the "Lock-Up Agreement"), not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale of, or otherwise transfer or dispose of, directly or indirectly, any of its remaining 2,750,000 ordinary shares, or any securities convertible into or exercisable or exchangeable for ordinary shares, for a period of 60 calendar days following the closing date of this offering (i.e., from March 16, 2026 through and including May 15, 2026), without the prior written consent of Meridian Zanthor, subject to customary exceptions.
The customary exceptions to the Lock-Up Agreement include: (i) transfers to affiliates of the selling shareholder (provided that such affiliates agree to be bound by the terms of the Lock-Up Agreement for the remainder of the lock-up period); (ii) pledges of ordinary shares pursuant to existing credit facilities in place as of the date of the Lock-Up Agreement; and (iii) sales of ordinary shares pursuant to a trading plan established in compliance with Rule 10b5-1 under the Exchange Act, provided that no such trading plan is currently in effect as of the date of this prospectus supplement.
Meridian Zanthor may, in its sole discretion and at any time without notice, release all or any portion of the ordinary shares subject to the Lock-Up Agreement. There are no existing agreements between Meridian Zanthor and the selling shareholder that would require the release of shares subject to the Lock-Up Agreement during the lock-up period.
Issuer Lock-Up. We have not entered into a lock-up agreement in connection with this offering. This offering is a secondary offering in which the selling shareholder is selling ordinary shares that are already outstanding. We are cooperating with this offering pursuant to our obligations under the Registration Rights Agreement dated June 14, 2021.
Overallotment Option. No overallotment option or greenshoe has been granted to the underwriter in connection with this offering.
Listing. Our ordinary shares are listed on the Nasdaq Global Select Market under the ticker symbol "AGMG." No application will be made to list any additional securities on any exchange in connection with this offering, as no new shares are being issued.
Regulation M. In connection with this offering, the underwriter may engage in transactions that stabilize, maintain, or otherwise affect the price of the ordinary shares in accordance with Regulation M under the Exchange Act. These transactions may include:
• Stabilizing transactions. The underwriter may make bids for or purchases of the ordinary shares for the purpose of pegging, fixing, or maintaining the price of the ordinary shares, so long as stabilizing bids do not exceed a specified maximum.
• Short sales and covering transactions. The underwriter may sell more shares of our ordinary shares in connection with this offering than it has committed to purchase from the selling shareholder, creating a short position. The underwriter may close out any such short position by purchasing shares in the open market. In determining the source of shares to close out any such short position, the underwriter will consider, among other things, the price of shares available for purchase in the open market.
• Penalty bids. The underwriter may impose penalty bids, under which selling concessions allowed to broker-dealers participating in the offering may be reclaimed if the shares initially sold by such broker-dealers are subsequently repurchased by the underwriter in stabilizing or covering transactions.
• Passive market making. In connection with this offering, the underwriter and any selling group member may engage in passive market making transactions in the ordinary shares on the Nasdaq Global Select Market in accordance with Rule 103 of Regulation M. Passive market making generally is permitted prior to the completion of the distribution of our ordinary shares, subject to the conditions set forth in Rule 103.
These stabilizing transactions, short sales, covering transactions, penalty bids, and passive market making transactions may cause the price of the ordinary shares to be higher than it would otherwise be in the absence of such transactions. The underwriter is not required to engage in any of these transactions and, if commenced, may discontinue any of them at any time. Neither we nor the underwriter makes any representation or prediction as to the direction or magnitude of any effect that these transactions may have on the price of the ordinary shares.
Indemnification. Pursuant to the Block Trade Agreement, the selling shareholder has agreed to indemnify and hold harmless the underwriter against certain losses, claims, damages, and liabilities, including liabilities arising under the Securities Act, related to any untrue statement or alleged untrue statement of a material fact or omission of a material fact required to be stated in or necessary to make the statements in this prospectus supplement not misleading, in each case to the extent that such statement or omission was made in reliance upon information furnished by the selling shareholder for inclusion herein. Similarly, Aurelius has agreed to indemnify and hold harmless the underwriter against certain losses, claims, damages, and liabilities, including liabilities arising under the Securities Act, related to any untrue statement or alleged untrue statement of a material fact or omission of a material fact in this prospectus supplement, the accompanying base prospectus, or any document incorporated by reference herein or therein, except to the extent that such statement or omission was made in reliance upon information furnished by the selling shareholder or the underwriter. The Block Trade Agreement also provides for contribution among the parties in the event that indemnification is unavailable or insufficient to hold harmless the indemnified parties.
Selling Restrictions. The ordinary shares offered hereby are being offered and sold only in the United States and in certain other jurisdictions where such offers and sales are permitted. The following selling restrictions apply to offers and sales of the ordinary shares outside the United States:
European Economic Area. In relation to each Member State of the European Economic Area (the "EEA"), no ordinary shares have been offered or will be offered to the public in that Member State prior to the publication of a prospectus in relation to the ordinary shares that has been approved by the competent authority of that Member State or, where appropriate, approved by the competent authority of another Member State and notified to the competent authority of that Member State, all in accordance with the Prospectus Regulation, except that an offer of ordinary shares may be made to the public in that Member State at any time under the following exemptions under the Prospectus Regulation: (a) to any legal entity which is a qualified investor as defined under the Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation) per Member State, subject to obtaining the prior consent of the underwriter; or (c) in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of ordinary shares shall require us, the selling shareholder, or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation. For the purposes of this provision, the expression "offer to the public" and "Prospectus Regulation" have the meanings given to them in the Regulation (EU) 2017/1129.
United Kingdom. In the United Kingdom, no ordinary shares have been offered or will be offered to the public in the United Kingdom prior to the publication of a prospectus in relation to the ordinary shares that has been approved by the Financial Conduct Authority in accordance with the UK Prospectus Regulation, except that an offer of ordinary shares may be made to the public in the United Kingdom at any time under the following exemptions under the UK Prospectus Regulation: (a) to any legal entity which is a qualified investor as defined under the UK Prospectus Regulation; (b) to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of the underwriter; or (c) in any other circumstances falling within Section 86 of the Financial Services and Markets Act 2000, as amended, provided that no such offer of ordinary shares shall require us, the selling shareholder, or any underwriter to publish a prospectus pursuant to Section 85 of the Financial Services and Markets Act 2000 or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression "UK Prospectus Regulation" means the Regulation (EU) 2017/1129 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018.
Canada. The ordinary shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are "accredited investors," as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are "permitted clients," as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations.
Hong Kong. The ordinary shares have not been offered or sold and will not be offered or sold in Hong Kong by means of any document other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made thereunder, or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong).
Japan. The ordinary shares have not been and will not be registered under the Financial Instruments and Exchange Act of Japan and may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term includes any person resident in Japan, including any corporation or other entity organized under the laws of Japan), except pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Act and in compliance with any other applicable laws, regulations, and ministerial guidelines of Japan.
Underwriter's Address and Contact
Meridian Zanthor & Co. 399 Park Avenue, 22nd Floor New York, NY 10022
Attention: Samantha Reeves, Managing Director, Equity Capital Markets
Expenses. The following table summarizes the estimated expenses of this offering:
MATERIAL TAX CONSIDERATIONS
The following is a summary of certain material U.S. federal income tax and United Kingdom tax consequences of the acquisition, ownership, and disposition of our ordinary shares. This summary does not purport to be a complete analysis of all potential tax consequences and does not address state, local, or other non-U.S./non-UK tax considerations (except as specifically noted below). This summary is based on the tax laws of the United States and the United Kingdom as in effect on the date of this prospectus supplement, including the U.S. Internal Revenue Code of 1986, as amended (the "Code"), U.S. Treasury regulations, rulings, and judicial decisions, and UK tax legislation and published practice of Her Majesty's Revenue and Customs ("HMRC"), all as in effect on the date of this prospectus supplement and all of which are subject to change, possibly with retroactive effect. This summary is for general information only and does not constitute legal or tax advice. Investors are urged to consult their own tax advisors regarding the specific tax consequences to them of the acquisition, ownership, and disposition of our ordinary shares, including the applicability and effect of U.S. federal, state, local, UK, and other non-U.S. tax laws.
Material U.S. Federal Income Tax Considerations
The following is a summary of certain material U.S. federal income tax consequences of the acquisition, ownership, and disposition of our ordinary shares that may be relevant to U.S. holders (as defined below) who acquire ordinary shares in this offering and hold such shares as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This summary does not address all aspects of U.S. federal income taxation that may be relevant to particular investors in light of their individual circumstances or to investors subject to special treatment under U.S. federal income tax law, including, without limitation, banks or other financial institutions, insurance companies, tax-exempt organizations, regulated investment companies, real estate investment trusts, broker-dealers, traders in securities who elect to use a mark-to-market method of accounting, persons who hold ordinary shares as part of a straddle, hedging, conversion, or other integrated transaction, U.S. holders whose functional currency is not the U.S. dollar, persons subject to the alternative minimum tax, persons who acquired ordinary shares through the exercise or cancellation of employee stock options or otherwise as compensation, and persons who actually or constructively own 10% or more of the total voting power or value of our shares. This summary does not address U.S. federal estate, gift, or other non-income tax considerations, or the Medicare contribution tax on net investment income.
For purposes of this summary, a "U.S. holder" is a beneficial owner of ordinary shares that is, for U.S. federal income tax purposes: (i) an individual citizen or resident of the United States; (ii) a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income tax regardless of its source; or (iv) a trust (a) whose administration is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) that has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
Dividends. Subject to the passive foreign investment company ("PFIC") rules discussed below, distributions paid on our ordinary shares, to the extent made out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), generally will constitute dividends for U.S. federal income tax purposes and will be includible in a U.S. holder's gross income as ordinary income on the date of receipt by the U.S. holder. To the extent that the amount of any distribution exceeds our current and accumulated earnings and profits, it will be treated first as a tax-free return of capital to the extent of the U.S. holder's adjusted tax basis in the ordinary shares and thereafter as capital gain. We do not intend to calculate earnings and profits under U.S. federal income tax principles. Accordingly, a U.S. holder should expect that a distribution will generally be treated as a dividend for U.S. federal income tax purposes. Dividends paid by us generally will not be eligible for the dividends-received deduction available to corporations under the Code.
Subject to certain holding period and other requirements, dividends received by non-corporate U.S. holders (including individuals) with respect to our ordinary shares may be treated as "qualified dividend income" and taxed at the preferential rates applicable to long-term capital gains, provided that we are not a PFIC for the taxable year in which the dividend is paid or the preceding taxable year, and provided further that certain other conditions are met, including that the ordinary shares are readily tradeable on an established securities market in the United States. Our ordinary shares are listed on the Nasdaq Global Select Market, which is an established securities market in the United States for these purposes. We believe that dividends paid on our ordinary shares should be eligible for the reduced rate applicable to qualified dividend income, although no assurance can be given in this regard.
Gain on Sale or Other Taxable Disposition. Subject to the PFIC rules discussed below, a U.S. holder generally will recognize capital gain or loss on the sale, exchange, or other taxable disposition of our ordinary shares in an amount equal to the difference between the amount realized on the disposition and the U.S. holder's adjusted tax basis in the ordinary shares. Such gain or loss generally will be long-term capital gain or loss if the U.S. holder's holding period for the ordinary shares exceeds one year at the time of the disposition. Long-term capital gains recognized by non-corporate U.S. holders (including individuals) are generally subject to tax at preferential rates. The deductibility of capital losses is subject to limitations.
Passive Foreign Investment Company ("PFIC") Status. A non-U.S. corporation will be classified as a PFIC for any taxable year if either: (i) 75% or more of its gross income for such taxable year consists of "passive income" (including dividends, interest, rents, royalties, gains from the disposition of certain assets, and certain other categories of income); or (ii) 50% or more of the average value of its assets during such taxable year produce, or are held for the production of, passive income. Based on our income, assets, activities, and market capitalization for the fiscal year ended December 31, 2025, we do not believe that we were a PFIC for our fiscal year ended December 31, 2025. Based on our current and projected income, assets, and activities, we do not expect to become a PFIC in the current or foreseeable future taxable years. However, because PFIC status is a factual determination that is made annually based on the composition of a company's income and assets, there can be no assurance that we will not be a PFIC for the current taxable year or any future taxable year. If we were to be classified as a PFIC for any taxable year during which a U.S. holder holds ordinary shares, certain adverse U.S. federal income tax consequences could apply to the U.S. holder. U.S. holders should consult their own tax advisors regarding the application of the PFIC rules.
Information Reporting and Backup Withholding. Payments of dividends and sales proceeds that are made within the United States or through certain U.S.-related financial intermediaries generally are subject to information reporting and may be subject to backup withholding, unless (i) the U.S. holder is a corporation or other exempt recipient and, when required, demonstrates this fact, or (ii) in the case of backup withholding, the U.S. holder provides a correct taxpayer identification number on IRS Form W-9 and certifies that it is not subject to backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be credited against a U.S. holder's U.S. federal income tax liability, and a U.S. holder may obtain a refund of any excess amounts withheld under the backup withholding rules by timely filing an appropriate claim for refund with the Internal Revenue Service.
FATCA. Provisions of the Code commonly referred to as the Foreign Account Tax Compliance Act ("FATCA") generally impose a 30% withholding tax on payments of dividends on our ordinary shares to a "foreign financial institution" (as defined for FATCA purposes) or a "non-financial foreign entity" (as defined for FATCA purposes) (including, in some cases, when such foreign financial institution or non-financial foreign entity is acting as an intermediary), unless: (i) in the case of a foreign financial institution, such institution has entered into an agreement with the U.S. government to collect and provide the Internal Revenue Service with certain information regarding its U.S. account holders (including certain equity and debt holders); (ii) in the case of a non-financial foreign entity, such entity provides the withholding agent with a certification identifying its direct and indirect U.S. owners; or (iii) such foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. FATCA withholding on payments of gross proceeds from the sale or other disposition of our ordinary shares was eliminated by proposed U.S. Treasury regulations. Investors should consult their own tax advisors regarding the implications of FATCA with respect to their ownership of our ordinary shares.
Material UK Tax Considerations
The following is a summary of certain material UK tax consequences for holders of our ordinary shares who are not resident in the United Kingdom for UK tax purposes ("non-UK holders"). This summary is based on UK tax legislation and the published practice of HMRC as in effect on the date of this prospectus supplement, which may be subject to change, possibly with retroactive effect. This summary is for general information only and does not constitute legal or tax advice.
Stamp Duty and Stamp Duty Reserve Tax ("SDRT"). No UK stamp duty or SDRT should be payable on the transfer of our ordinary shares through the DTC system, provided that the ordinary shares are held and transferred within the DTC system in the form of interests in a securities entitlement held by Cede & Co. (as nominee for DTC), on the basis that such transfers do not involve the transfer of, or an agreement to transfer, ordinary shares registered on the UK register. To the extent that a transfer involves the delivery of shares in a form that constitutes an instrument of transfer, stamp duty may be payable at the rate of 0.5% of the consideration paid, rounded up to the nearest £5.
Dividends. Under current UK law, no UK withholding tax is imposed on dividends paid by a UK company. Accordingly, if we were to pay dividends on our ordinary shares, such dividends would be paid without deduction or withholding for or on account of UK income tax.
Capital Gains. A non-UK holder should not be subject to UK taxation on capital gains arising on the sale or other disposition of our ordinary shares, provided that: (i) the non-UK holder is not resident in the United Kingdom for UK tax purposes; and (ii) the non-UK holder does not carry on a trade, profession, or vocation in the United Kingdom through a branch or agency (or, in the case of a company, through a permanent establishment) to which the ordinary shares are attributable.
Recommendation to Consult Tax Advisors
The foregoing discussion of U.S. federal income tax and UK tax considerations is not exhaustive and does not address state, local, or other non-U.S./non-UK tax considerations that may be relevant to particular investors. The tax treatment of an investment in our ordinary shares may vary depending on an investor's particular tax situation. Investors are urged to consult their own tax advisors regarding the specific tax consequences to them of the acquisition, ownership, and disposition of our ordinary shares, including the applicability and effect of U.S. federal, state, local, UK, and other non-U.S. tax laws.
LEGAL MATTERS
Certain legal matters in connection with this offering, including the validity of the ordinary shares being offered hereby and certain matters of English law, will be passed upon for us by Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, NY 10006. Calderwood & Harkness LLP is providing the corporate/validity opinion and the 10b-5 negative assurance letter in connection with this offering.
Certain legal matters in connection with this offering will be passed upon for the selling shareholder by Whitford & Dane LLP, 100 Federal Street, Suite 2800, Boston, MA 02110.
Certain legal matters in connection with this offering will be passed upon for the underwriter by Hargreaves Finch LLP, 600 Third Avenue, 31st Floor, New York, NY 10016.
EXPERTS
The consolidated financial statements of Aurelius Global Media Group PLC appearing in our Annual Report on Form 20-F for the fiscal year ended December 31, 2025, filed with the SEC on February 28, 2026, have been audited by Pemberton & Associates LLP, an independent r