Paramount Skydance Corp 8-K Filing

FAQ

Key Financial Figures

• $0.001 — hich registered Class B Common Stock, $0.001 par value PSKY The Nasdaq Stock Mar
• $31 — for the acquisition by PSKY of WBD for $31 per share in cash, plus, if applicable,
• $45,720,000,000 — Amended Notes Payment Amount, (iii) the $45,720,000,000 equity funding of the Merger Considerat
• $16.02 — (the "PIPE Investments") at a price of $16.02 per share, for an aggregate amount of u
• $46,720,000,000 — share, for an aggregate amount of up to $46,720,000,000 from the Trust (such amount, together w
• $250,000,000 — t Amount, the "Ellison Commitment") and $250,000,000 from RedBird (the "RedBird Commitment"
• $12.00 — ling of $16.02 per share and a floor of $12.00 per share (such price, the "Syndication
• $30.00 — Class B Common Stock equals or exceeds $30.00 for at least 20 trading days during any

Filing Documents

• tm2611206d1_8k.htm (8-K) — 51KB
• tm2611206d1_ex3-1.htm (EX-3.1) — 10KB
• 0001104659-26-040178.txt ( ) — 233KB
• psky-20260405.xsd (EX-101.SCH) — 3KB
• psky-20260405_lab.xml (EX-101.LAB) — 33KB
• psky-20260405_pre.xml (EX-101.PRE) — 22KB
• tm2611206d1_8k_htm.xml (XML) — 3KB

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in

01 under the header "Background" and "Equity Syndication" of this Current Report on Form 8-K is incorporated

Item 8.01 under the header "Background" and "Equity Syndication" of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On April 7, 2026, Paramount Skydance Corporation ("PSKY") filed a Certificate of Amendment (the "Certificate of Amendment") to PSKY's Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to (i) increase the number of authorized shares of PSKY Class B Common Stock from 5,500,000,000 to 7,000,000,000 shares and (ii) permit the PSKY Board of Directors (the "PSKY Board") to declare and pay a dividend to the holders of PSKY Class B Common Stock without being required to declare and pay a corresponding dividend to the holders of PSKY Class A Common Stock, subject to the prior written consent or approval of the holders of all of the outstanding shares of PSKY Class A Common Stock. The PSKY Board and the Class A stockholders of PSKY previously approved the Certificate of Amendment. The Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. The information set forth in

03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07

Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.

01 Other Events

Item 8.01 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 Guarantee in favor of WBD (the "Ellison Guarantee"), to jointly and severally guarantee the payment of (i) the Netflix Termination Fee, (ii) the Amended Notes Payment Amount, (iii) the $45,720,000,000 equity funding of the Merger Consideration, plus the Contingent Equity Amount (each of the foregoing as defined in the Merger Agreement) (to the extent applicable), (iv) all damages payable by PSKY, Merger Sub (as defined in the Merger Agreement) or the Ellison Parties due to a breach of the Merger Agreement or the Subscription Agreement (as defined below) with the Ellison Parties or the fraud of PSKY, Merger Sub or the Ellison Parties with respect to the Merger Agreement or the Trust's Subscription Agreement (as defined below), (v) the Regulatory Termination Fee (as defined in the Merger Agreement) and (vi) certain other costs and expenses payable under the Merger Agreement. In addition, concurrently with the execution of the Merger Agreement, each of (i) the Ellison Parties and (ii) RedBird Capital Partners Fund IV (Master), L.P. ("RedBird" and, together with the Trust, the "Equity Investors") entered into subscription agreements (collectively, the "Subscription Agreements") providing for a private placement investment in PSKY Class B Common Stock (the "PIPE Investments") at a price of $16.02 per share, for an aggregate amount of up to $46,720,000,000 from the Trust (such amount, together with any Ticking Consideration (as defined in the Merger Agreement), plus any Conting

Forward-Looking Statements

Forward-Looking Statements This communication contains "forward-looking statements" regarding the potential acquisition of WBD. The reader is cautioned not to rely on these forward-looking unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of PSKY or WBD. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the acquisition will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained; uncertainty as to the percentage of WBD stockholders that will vote to approve the proposed transaction at the applicable WBD stockholder meeting; the possibility that the transaction will not be completed in the expected timeframe or at all; potential adverse effects to the businesses of PSKY or WBD during the pendency of the transaction, such as employee departures or distraction of management from business operations; the risk of stockholder litigation relating to the transaction, including resulting expense or delay; the potential that the expected benefits and opportunities of the acquisition, if completed, may not be realized or may take longer to realize than expected; potential dilution as a result of the issuance of shares in the PIPE Investment, the Rights Offering and the Warrants; risks related to PSKY's streaming business; the adverse impact on PSKY's advertising revenues as a result of changes in consumer behavior, advertising market conditions and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to PSKY's decisions to invest in new businesses, products, services and technologies, and t

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description of Exhibit 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Paramount Skydance Corporation. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PARAMOUNT SKYDANCE CORPORATION By: /s/ Stephanie Kyoko McKinnon Name: Stephanie Kyoko McKinnon Title: General Counsel and Secretary Date: April 7, 2026

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