Mont-Saint-Guibert, Belgium, September 11, 2025, 06:30 pm CET – regulated information – 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 September 08, 2025, indicating that CFIP CLYD (UK) Limited, an affiliate of Fortress Investment Group LLC, has passively crossed below the 60% threshold, holding 34,146,795 voting rights, i.e. 59.41% 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:
September 04, 2025
- Threshold that is crossed (in %):
60
- Denominator:
57,479,320
- 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 | 32,691,987 | 34,146,795 | 0 | 59.41% | 0.00 % |
| Subtotal | 32,691,987 | 34,146,795 | 59.41% | ||
| TOTAL | 34,146,795 | 0 | 59.41% | 0.00 % | |
| TOTAL (A & B) | # of voting rights | % of voting rights |
| CALCULATE | 34,146,795 | 59.41% |
- 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 34,146,795 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.
- Additional information:
This transparency notification relates to the passive downward crossing of the 60% threshold. This results from the fact that the shares that were issued by Celyad Oncology on 4 September 2023 in the context of a private placement (the “2023 Private Placement”) bear double voting rights as from 4 September 2025.
CFIP CLYD (UK) Limited had on 4 September 2023 subscribed to 1,454,808 new shares in Celyad Oncology and these shares now bear double voting rights, bringing the total number of shares with double voting right in Celyad Oncology held by CFIP CLYD (UK) Limited to 7,954,808 and the total number of voting rights held by CFIP CLYD (UK) Limited to 34,146,795. As another shareholder of Celyad Oncology had subscribed to a larger stake in the 2023 Private Placement and because all such shares equally bear double voting rights as from 4 September 2025, CFIP CLYD (UK) Limited’s overall percentage of voting rights in Celyad Oncology has decreased to 59.41%.
