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Celyad Oncology SA

Major Shareholding Notification Aug 13, 2025

3927_mrq_2025-08-13_59b966bf-a1e3-4043-a6cb-46624ded3f32.pdf

Major Shareholding Notification

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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, August 13, 2025, 06:30 pm CET - regulated information – Celyad Oncology SA (Euronext: CYAD) ("Celyad Oncology" or the "Company") today announces, 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 August 11, 2025, indicating that CFIP CLYD (UK) Limited, an affiliate of Fortress Investment Group LLC, has crossed the statutory threshold of 60%, holding 32,691,987 voting rights, i.e. 60.96% of Celyad Oncology's voting rights.

Content of the Notification:

  • Reason of the Notification: Acquisition or disposal of voting securities or voting rights
  • 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: August 5, 2025
  • Threshold that is crossed (in %): 60
  • Denominator: 53,630,280
  • Notified details:
A) Voting Rights Previous
notification
After the Transaction
# of voting rights # of voting rights % of voting rights
Holders of voting Linked to the Not linked to Linked to the Not linked to
rights securities the securities securities the securities
Fortress Investment 0 0 0 0.00
%
0.00
%
Group LLC
CFIP CLYD (UK) 29,358,654 32,691,987 0 60.96% 0.00 %
Limited
Subtotal 29,358,654 32,691,987 60.96%
TOTAL 32,691,987 0 60.96% 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 32,691,987 60.96%
  • Full chain of controlled undertakings through which the holdings is effectively held:
    • o CFIP CLYD (UK) Limited ("CFIP UK"), a UK limited liability company directly holds 32,691,987 voting rights in the issuer.
    • o CFIP CLYD LLC, a Delaware limited liability company ("CFIP"), is the parent of CFIP UK.
    • o FIP II UB Investments LP, a Delaware limited partnership ("FIP II"), holds 50% of the membership interests in CFIP.
    • o FIP Fund II GP LLC, a Delaware limited liability company ("FIP II GP"), is the general partner of FIP II.
    • o 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.
    • o 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.
    • o 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.
    • o FIG Blue LLC (formerly known as FIG Corp.), a Delaware limited liability company ("FIG Blue") is the general partner of FOE I.
    • o 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 covers the crossing of the 60% threshold due to a capital increase on 5 August 2025 whereby CFIP CLYD (UK) Limited received 3,333,333 additional shares of Celyad Oncology. As a result, CFIP CLYD (UK) currently holds 32,691,987 voting rights.

Miscellaneous

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

About Celyad Oncology

Celyad Oncology is a cutting-edge biotechnology company focused primarily on unlocking the potential of its proprietary CAR-T technology platforms and 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, timeconsuming, 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 forwardlooking 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.

Celyad Oncology Contacts:

Investor and Media Contact: David Georges VP Finance and Administration [email protected]

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