Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in the Explanatory Note and

Senior Secured Second Lien Exchange Notes Supplemental Indentures On October 9, 2026, in connection with the settlement of the Exchange Offers, the Company issued (a) an aggregate of $11,983,970,000 in senior secured second lien notes denominated in U.S. dollars, consisting of (i) $1,343,925,000 aggregate principal amount of 6.304% Senior Secured Second Lien Notes due 2029 (the “6.304% 2029 Notes”), (ii) $654,158,000 aggregate principal amount of 6.250% Senior Secured Second Lien Notes due 20…

of this Current Report on Form 8-K is incorporated by reference herein. (a) Financial statements of businesses or funds acquired . The audited consolidated financial statements and notes thereto contained in WBD’s Annual Report on Form 10-K for the year ended December 31, 2025 were previously incorporated by reference to the Company’s Current Report on Form 8-K, filed on July 31, 2026, pursuant to Item 9.01(a) of Form 8-K. The interim unaudited condensed consolidated financial statements of W…

Unregistered Sales of Equity Securities. The information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference herein. As previously disclosed in the Company’s Current Report on Form 8-K filed on April 7, 2026, the rights to subscribe for shares of Class B Common Stock under the subscription agreements entered into on February 27, 2026, between the Company and each of the Trust and RedBird, respectively, were assigned to a syndicate of investors that…

Termination of a Material Definitive Agreement. The information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference herein. On the Closing Date, in connection with the consummation of the Merger, the Company repaid all loans and terminated all credit commitments outstanding under that certain Amended and Restated Credit Agreement, dated as of January 23, 2020, by and among the Company, Paramount Global, a Delaware corporation, the subsidiary borrow…

Completion of Acquisition or Disposition of Assets. The information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference herein. Effect on Capital Stock of the Merger At the Effective Time, each share of Series A common stock, par value $0.01 per share of WBD (the “WBD Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares of WBD Common Stock canceled for no consideration in accordance with the Merger Agreem…

The provided text is only the standard Item 5.02 header and a fragment of an explanatory note, containing no specific details about a person, role, or actual management change.

Director — Robert A. Kotick: The filing discloses the appointment of two new directors, Robert A. Kotick and Laurene Powell Jobs, to the Board of Directors following a merger, which is a governance change rather than an executive departure.

Entry into a Material Definitive Agreement. The information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference herein. First Lien Senior Secured Notes and Second Lien Senior Secured Notes On October 5, 2026, the Company issued (a) an aggregate of $41.4 billion in senior secured notes denominated in U.S. dollars, consisting of (1) $30.0 billion of first lien senior secured notes consisting of (i) $3.5 billion aggregate principal amount of 6.300% Se…

The filing discloses the anticipated closing date of a merger/acquisition (Item 8.01), not a management change under Item 5.02.

Other Events. States Consent Decree On September 21, 2026, the Company and WBD entered into a Consent Decree (the “States Consent Decree”) with the State of California, the State of Arizona, the State of Colorado, the State of Connecticut, the Commonwealth of Massachusetts, the State of Minnesota, the State of Nevada, the State of New Jersey, the State of New Mexico, the State of New York, the State of Oregon and the State of Washington (collectively, the “Plaintiff States”). The Plaintiff St…

of this Current Report on Form 8-K, NYSE rules, including its exemption from certain corporate governance requirements; and risks associated with the lack of voting rights of the Class B Common Stock. A further list and description of these risks, uncertainties and other factors and the general risks associated with the Company can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”…

Results of Operations and Financial Condition. On August 4, 2026, Paramount Skydance Corporation issued a Shareholder Letter announcing its financial results for the second quarter ended June 30, 2026. A copy of the Shareholder Letter is furnished herewith as Exhibit 99 and is incorporated by reference herein in its entirety. The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934…

Other Events On July 31, 2026, Paramount Skydance Corporation (the “Company”) filed a Current Report on Form 8-K (the “Original Report”) to file, among other things, the unaudited pro forma financial statements included as Exhibit 99.3 thereto. The Company is filing this Amendment No. 1 on Form 8-K/A (the “Amendment”) to amend Exhibit 99.3 of the Original Report in order to correct certain information included in the table on page 5 of such Exhibit 99.3. The table below updates and supersedes…

Regulation FD Disclosure. As previously disclosed, Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), Paramount Skydance Corporation, a Delaware corporation (“PSKY”), and Prince Sub Inc., a Delaware corporation and wholly owned subsidiary of PSKY (“Merger Sub”), entered into an Agreement and Plan of Merger on February 27, 2026, pursuant to which, and subject to the terms and conditions therein, at the effective time of the Merger, Merger Sub will merge with and into WBD, with WBD s…

Regulation FD Disclosure. As previously disclosed, Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), Paramount Skydance Corporation, a Delaware corporation (“PSKY”), and Prince Sub Inc., a Delaware corporation and wholly owned subsidiary of PSKY (“Merger Sub”), entered into an Agreement and Plan of Merger on February 27, 2026, pursuant to which, and subject to the terms and conditions therein, at the effective time of the Merger, Merger Sub will merge with and into WBD, with WBD s…

Regulation FD Disclosure. As previously disclosed, Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), Paramount Skydance Corporation, a Delaware corporation (“PSKY”), and Prince Sub Inc., a Delaware corporation and wholly owned subsidiary of PSKY (“Merger Sub”), entered into an Agreement and Plan of Merger on February 27, 2026, pursuant to which, and subject to the terms and conditions therein, at the effective time of the Merger, Merger Sub will merge with and into WBD, with WBD s…

Regulation FD Disclosure. As previously disclosed, Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), Paramount Skydance Corporation, a Delaware corporation (“PSKY”), and Prince Sub Inc., a Delaware corporation and wholly owned subsidiary of PSKY (“Merger Sub”), entered into an Agreement and Plan of Merger on February 27, 2026, pursuant to which, and subject to the terms and conditions therein, at the effective time of the Merger, Merger Sub will merge with and into WBD, with WBD s…

Regulation FD Disclosure. As previously disclosed, Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), Paramount Skydance Corporation, a Delaware corporation (“PSKY”), and Prince Sub Inc., a Delaware corporation and wholly owned subsidiary of PSKY (“Merger Sub”), entered into an Agreement and Plan of Merger on February 27, 2026, pursuant to which, and subject to the terms and conditions therein, at the effective time of the Merger, Merger Sub will merge with and into WBD, with WBD s…

Regulation FD Disclosure. The WBD Notes Transactions On May 19, 2026, Paramount Skydance Corporation (“Paramount”) issued a press release announcing that it had commenced (i) offers to purchase (the “Tender Offers”) for cash, upon the terms and subject to the conditions set forth in the related offer to purchase (the “Offer to Purchase”), any and all of the identified notes in certain series of debt securities issued by Discovery Global Holdings, Inc. (formerly WarnerMedia Holdings, Inc.) (th…

Other Events. Paramount Skydance Corporation (the “Company”) is filing this Current Report on Form 8-K to recast historical segment information for the period from August 7, 2025-December 31, 2025 as set forth in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the Securities and Exchange Commission (“SEC”) on February 25, 2026. As previously disclosed and as reflected in our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 202…

Results of Operations and Financial Condition. On May 4, 2026, Paramount Skydance Corporation issued a Shareholder Letter announcing its financial results for the first quarter ended March 31, 2026. A copy of the Shareholder Letter is furnished herewith as Exhibit 99 and is incorporated by reference herein in its entirety. The information furnished pursuant to this Item 2.02, including Exhibit 99, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, a…

President and Director — Jeffrey Shell: Mr. Shell ceased to serve as an employee and director with a separation agreement.

Entry into a Material Definitive Agreement. New Pro Rata Credit Agreement On April 7, 2026, PSKY entered into a Credit Agreement (the “Pro Rata Credit Agreement”) among PSKY, Citibank, N.A. as administrative agent and collateral agent, BofA Securities, Inc., Citibank, N.A., Apollo Global Funding, LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners, Bank of America, N.A., as syndication agent, Apollo Global Funding, LLC, Deutsche Ba…

Other Events. Background On February 27, 2026, PSKY and Warner Bros. Discovery, Inc. (“WBD”) entered into a merger agreement (the “Merger Agreement”) providing for the acquisition by PSKY of WBD for $31 per share in cash, plus, if applicable, a ticking fee. Concurrently with the execution of the Merger Agreement, The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended (the “Trust”), and Mr. Lawrence J. Ellison (together with the Trust, the “Ellison Parties”) entered into a Guarante…