Celyad Oncology: Publication of a Transparency Notification Received From Fortress Investment Group LLC (Article 14 §1 of the Law of 2 May 2007)

MONT-SAINT-GUIBERT, Belgium--(BUSINESS WIRE)--Regulatory News:

Celyad Oncology SA (Euronext: CYAD) (“Celyad Oncology” or the “Company”) today announced, in accordance with Article 14 of the Belgian Law of 2 May 2007 regarding the publication of major shareholdings in issuers whose securities are admitted to trading on a regulated market (the “Transparency Law”), that it received a notification of transparency dated November 20, 2025, indicating that CFIP CLYD (UK) Limited, an affiliate of Fortress Investment Group LLC, has passively crossed above the 65% threshold, holding 49,050,641 voting rights, i.e. 67.77% of Celyad Oncology’s voting rights.

Content of the Notification:

• Reason of the Notification:
  Passive crossing of a threshold

• Notification by:
  A parent undertaking or a controlling person

• Persons subject to the notification requirement:
  Fortress Investment Group LLC - 1345 Avenue of the Americas, New York, NY 10105 United States
  CFIP CLYD (UK) Limited - 7 Clarges Street, 4th Floor, London W1J 8AE, United Kingdom

• Date on which the threshold is crossed:
  November 14, 2025

• Threshold that is crossed (in %):
  65

• Denominator:
  72,383,166

• Notified details:

A) Voting Rights	Previous notification	After the Transaction
	# of voting rights	# of voting rights		% of voting rights
Holders of voting rights		Linked to the securities	Not linked to the securities	Linked to the securities	Not linked to the securities
Fortress Investment Group LLC	0	0	0	0.00 %	0.00 %
CFIP CLYD (UK) Limited	34,146,795	49,050,641	0	67.77%	0.00 %
Subtotal	34,146,795	49,050,641		67.77%
	TOTAL	49,050,641	0	67.77%	0.00 %

B) Equivalent financial instruments	After the transaction
Holders of equivalent financial instruments	Type of financial instrument	Expiration date	Exercise period or date	# of voting rights that may be acquired if the instrument is exercised	% of voting rights	Settlement
	TOTAL			0	0.00%

TOTAL (A & B)	# of voting rights	% of voting rights
CALCULATE	49,050,641	67.77%

• Full chain of controlled undertakings through which the holdings is effectively held:

• CFIP CLYD (UK) Limited (“CFIP UK”), a UK limited liability company directly holds 49,050,641 voting rights in the issuer.
• CFIP CLYD LLC, a Delaware limited liability company (“CFIP”), is the parent of CFIP UK.
• FIP II UB Investments LP, a Delaware limited partnership (“FIP II”), holds 50% of the membership interests in CFIP.
• FIP Fund II GP LLC, a Delaware limited liability company (“FIP II GP”), is the general partner of FIP II.
• Hybrid GP Holdings LLC, a Delaware limited liability company (“Hybrid GP”), is the parent of FIP II GP and indirectly controls the general partners of certain investment funds that hold membership interests in CFIP.
• FIG LLC, a Delaware limited liability company (“FIG LLC”), is an investment advisor registered with the US Securities and Exchange Commission and indirectly controls the investment advisers to certain investment funds that hold membership interests in CFIP.
• Fortress Operating Entity I LP, a Delaware limited partnership (“FOE I”), is (i) the sole owner of FIG LLC and (ii) the managing member of, and holds the majority of equity interest in, Hybrid GP.
• FIG Blue LLC (formerly known as FIG Corp.), a Delaware limited liability company (“FIG Blue”) is the general partner of FOE I.
• Fortress Investment Group LLC, a Delaware limited liability company (“Fortress”) is the sole owner of FIG Blue. Fortress, acting through the investment advisers owned and controlled by FIG LLC, holds discretionary authority over the funds that indirectly hold the membership interests in CFIP, and can exercise the voting rights associated therewith without any instruction from its clients. Fortress is not a controlled entity.

• Additional information:
  This transparency notification relates to the passive upward crossing of the 65% threshold. This results from the fact that the shares that were issued by Celyad on 14 November 2023 in the context of a private placement (the 2023 Private Placement) bear double voting rights as from 14 November 2025. CFIP CLYD (UK) Limited had on 14 November 2023 subscribed to 14,903,846 new shares in Celyad and these shares now bear double voting rights, bringing the total number of shares with double voting right in Celyad held by CFIP CLYD (UK) Limited to 22,858,654 and the total number of voting rights held by CFIP CLYD (UK) Limited to 49,050,641.

Miscellaneous

• The Press Release may be consulted on the website of Celyad Oncology:
  https://celyad.com/newsroom/

• The notification can be consulted on the website of Celyad Oncology:
  https://celyad.com/investors/regulated-information/

• Contact person(s): Any transparency notification must be sent to our Company by email to the attention of Matthew Kane, Chief Executive Officer (CEO): [e-mail]

About Celyad Oncology

Celyad Oncology is a biotechnology company focused primarily on unlocking the potential of its intellectual property. The Company is headquartered in Mont Saint-Guibert, Belgium. For more information, visit www.celyad.com.

Forward-looking statements

This release may contain forward-looking statements, including, without limitation, statements regarding beliefs about and expectations for the Company’s updated strategic business model, including associated potential benefits, transactions and partnerships, statements regarding the potential value of the Company’s IP, statements regarding the Company’s financial statements and cash runway, statements regarding the Company’s future fundraising plans, statements regarding the Company’s hiring plans, and statements regarding the continuation of the Company’s existence. The words “will,” “potential,” “continue,” “target,” “project,” “should” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this release are based on management’s current expectations and beliefs and are subject to a number of known and unknown risks, uncertainties and important factors which might cause actual events, results, financial condition, performance or achievements of Celyad Oncology to differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks related to the material uncertainty about the Company’s ability to continue as a going concern; the Company’s ability to realize the expected benefits of its updated strategic business model; the Company’s ability to develop its IP assets and enter into partnerships with outside parties; the Company’s ability to enforce its patents and other IP rights; the possibility that the Company may infringe on the patents or IP rights of others and be required to defend against patent or other IP rights suits; the possibility that the Company may not successfully defend itself against claims of patent infringement or other IP rights suits, which could result in substantial claims for damages against the Company; the possibility that the Company may become involved in lawsuits to protect or enforce its patents, which could be expensive, time-consuming, and unsuccessful; the Company’s ability to protect its IP rights throughout the world; the potential for patents held by the Company to be found invalid or unenforceable; and other risks identified in the latest Annual Report of Celyad Oncology. These forward-looking statements speak only as of the date of publication of this document and Celyad Oncology’s actual results may differ materially from those expressed or implied by these forward-looking statements. Celyad Oncology expressly disclaims any obligation to update any such forward-looking statements in this document to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based, unless required by law or regulation.

Source: Celyad Oncology SA