News & Events

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…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 8, 2026, PSKY and Paramount Global entered into a Separation Agreement (the “Separation Agreement”) with Jeffrey Shell, President of PSKY and a member of PSKY’s Board of Directors, pursuant to which Mr. Shell ceased to serve as an employee of PSKY and as a member of the Board of Directors of PSKY, effective as of April 8, 2026. In connecti…

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…

Unregistered Sales of Equity Securities. The information set forth in

Entry into a Material Definitive Agreement. On February 27, 2026, 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 (the “Merger Agreement”), pursuant to which and subject to the terms and conditions therein, at the effective time of the Merger (as defined below) (the “Effective…

Regulation FD Disclosure On February 27, 2026, PSKY and WBD issued a joint press release announcing the execution of the Merger Agreement, the termination of the Netflix Merger Agreement and the termination of PSKY’s tender offer for all of the outstanding WBD Common Stock. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein. The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section…

Results of Operations and Financial Condition. On February 25, 2026, Paramount Skydance Corporation issued a Shareholder Letter announcing its financial results for the fourth quarter and year ended December 31, 2025. 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 Exch…

Regulation FD Disclosure. On February 19, 2026, at 11:59 p.m., Eastern Time, the 10-day statutory waiting period expired following Paramount Skydance Corporation’s (“Paramount”) certification of compliance with the Department of Justice's December 23, 2025 Second Request for Information under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), related to Paramount’s all-cash offer to purchase all the shares of Warner Bros. Discovery, Inc. (“WBD”) (the “Transa…

Other Events. On February 10, 2026, Paramount Skydance Corporation issued a press release (the “Press Release”) announcing (i) the submission of a revised offer letter to the board of directors of Warner Bros. Discovery, Inc. (“Warner Bros.”) for the acquisition of all the outstanding shares of Series A Common Stock, par value $0.01 per share, of Warner Bros. (the “Shares”) and (ii) the amendment and extension of its tender offer for all of the Shares. A copy of the Press Release is attached…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 13, 2026, the Board of Directors (“Board”) of Paramount Skydance Corporation (the “Company”) appointed Dennis Cinelli as the Company’s Chief Financial Officer (“CFO”), effective as of January 15, 2026 (the “Commencement Date”). Effective as of January 13, 2026, Mr. Cinelli resigned as a member of our Board and Audit Committee, and the Bo…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On September 12, 2025, the Board of Directors of Paramount Skydance Corporation (the “Company”) appointed Dennis Cinelli to serve as a member of the Company’s Board of Directors (the “Board”). Mr. Cinelli was also appointed to the Audit Committee of the Board, effective immediately. As of September 12, 2025, Sherry Lansing was no longer a member of…