[8-K] Paramount Global Reports Material Event

Rhea-AI Filing Summary

Vertical Aerospace Ltd. (NYSE: EVTL) is launching a $60 million primary offering of ordinary shares, with a 30-day option for underwriters to purchase up to an additional $9 million. Based on the July 7, 2025 closing price of $6.87, the base deal implies issuance of roughly 8.7 million new shares, or ~10% dilution to the 84.7 million shares outstanding. Proceeds are earmarked for continued R&D of the VX4 eVTOL and new hybrid-electric variant, expansion of testing and certification infrastructure, and general corporate purposes.

The company reports a preliminary cash balance of £62 million ($79 million) as of 30 June 2025; management projects the new capital will extend its cash runway to mid-2026. Vertical remains pre-revenue and flagged a going-concern uncertainty stemming from recurring losses and high development spend.

Recent operational milestones include: (i) wing-borne flight of the second full-scale VX4 prototype in May 2025; (ii) expanded DOA scope from the UK CAA and cooperation agreement with EASA; and (iii) Bristow Group upsizing pre-orders to up to 100 VX4 aircraft. All 1,000+ pre-orders remain non-binding.

Capital structure highlights: 39.4 million shares underlying 10%/12% PIK convertible notes due 2028; 22.4 million outstanding public/private warrants; and significant employee equity reserves. The prospectus describes potential dilution from this financing, future equity needs, option/warrant exercises, and conversion of notes.

Positive

• $60 million equity raise materially extends cash runway toward mid-2026, reducing near-term liquidity risk.
• Regulatory momentum: CAA design-organisation approval scope expanded and cooperative certification framework agreed with EASA.
• Bristow partnership deepened—pre-order doubled to up to 100 VX4 aircraft, supporting future demand narrative.

Negative

• Going-concern warning: Management admits material uncertainty beyond mid-2026; further capital raises are likely.
• Shareholder dilution: Offering adds ~10% to basic share count, on top of large warrant and convertible overhang.
• All 1,000+ aircraft pre-orders are non-binding, limiting revenue visibility and increasing cancellation risk.
• Convertible notes and high-coupon debt (10% cash / 12% PIK) introduce leverage and potential future dilution of 39.4 million shares.

Insights

Financial Analyst

TL;DR: Financing improves liquidity to mid-2026 but adds ~10% dilution and does not resolve long-term funding gap.

Liquidity: The $60 million raise (~$56 million net est.) adds to £62 million cash, giving ~£105 million ($134 million) pro-forma liquidity. Management believes this funds operations into 2H-26, but certification and industrialisation costs likely exceed this horizon. Additional raises appear inevitable.

Dilution & overhang: Including the green-shoe, share count could rise to ~93 million. When combined with 39 million shares tied to convertibles and 22 million warrants, fully-diluted share count exceeds 150 million, pressuring future EPS potential.

Balance-sheet risk: The 10% / 12% PIK secured notes carry >$100 million fair-value liability and convert at a discount, limiting recovery for common shareholders if execution falters.

Impact: Liquidity boost is welcome, but transaction is largely defensive; rating: neutral.

Aerospace Industry Specialist

TL;DR: Fresh capital supports prototype build-out and CAA/EASA certification momentum—strategically positive for program timelines.

This raise funds critical 2025-26 milestones: five flying VX4s, two static test articles and first hybrid-electric demonstrator. Sustained cash runway underpins continued engagement with regulators (CAA, EASA) and Tier-1 partners. The Bristow MOU expansion to 100 units reflects improving industry confidence, though orders remain cancellable.

The company has met Flightpath 2030 checkpoints so far—design organisation approval, piloted thrust-borne flight, and now wing-borne flight. Scaling to production (target 2028 entry-into-service) still hinges on capital intensity, but today’s offering mitigates immediate funding risk and signals commitment to schedule.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 2, 2025

Paramount Global

(Exact name of registrant as specified in its charter)

Delaware			001-09553			04-2949533
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification Number)

1515 Broadway
New York,			New York						10036
(Address of principal executive offices)									(Zip Code)

Registrant’s telephone number, including area code: (212) 258-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbols

Name of each exchange on which registered

Class A Common Stock, $0.001 par value

PARAA

The Nasdaq Stock Market LLC

Class B Common Stock, $0.001 par value

PARA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The final results of voting on each of the items presented at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Paramount Global (the “Company”), as certified by the Company’s independent inspector of election, are set forth below. Each of the directors nominated pursuant to Item 1, as well as Item 2 and Item 3, received the affirmative vote of the holders of a majority of the aggregate voting power of the Paramount Class A Common Stock present (whether in person or by proxy) and entitled to vote at the Annual Meeting, and was therefore approved pursuant to the Company’s bylaws. Item 4 did not receive the affirmative vote of the holders of a majority of the aggregate voting power of the Paramount Class A Common Stock present (whether in person or by proxy) and entitled to vote at the Annual Meeting, and was therefore not approved pursuant to the Company’s bylaws. A total of 37,924,121 shares of Class A Common Stock, representing approximately 93.17% of the Class A shares outstanding on the record date, were represented at the Annual Meeting.

1.			Election of Directors:
									For						Against						Abstentions						Broker Non-Votes
			Mary Boies						33,311,731						217,240						4,395,150						—
			Barbara M. Byrne						32,836,938						691,872						4,395,311						—
			Linda M. Griego						32,580,191						948,758						4,395,172						—
			Charles E. Ryan						33,309,807						218,237						4,396,077						—
			Shari E. Redstone						32,696,497						833,844						4,393,780						—
			Susan Schuman						32,606,440						922,273						4,395,408						—
			Roanne Sragow Licht						33,380,724						148,128						4,395,269						—

2.			The amendment and restatement of the Company’s Amended and Restated Long-Term Incentive Plan, primarily to increase the number of shares of the Company’s Class B Common Stock authorized for issuance under the plan:
			For						Against						Abstentions						Broker Non-Votes
			37,746,123						154,266						23,732						—

3.			The amendment and restatement of the Company’s 2015 Equity Plan for Outside Directors, primarily to extend the plan’s term:
			For						Against						Abstentions						Broker Non-Votes
			37,585,586						312,081						26,454						—

4.			A stockholder proposal, if properly presented at the Annual Meeting, requesting that the Company issue a report detailing the potential risks associated with omitting “viewpoint” and “ideology” from its equal employment opportunity policy:
			For						Against						Abstentions						Broker Non-Votes
			146,436						33,354,201						4,423,484						—

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 GLOBAL
By:			/s/ Caryn K. Groce
			Name:			Caryn K. Groce
			Title:			Executive Vice President,
						Acting General Counsel and Secretary

Date: July 8, 2025

FAQ

How much capital is Vertical Aerospace (EVTL) raising in the July 2025 offering?

The company is offering ordinary shares for $60 million, with a 30-day option for underwriters to buy up to an additional $9 million.

What will EVTL use the offering proceeds for?

Management plans to fund R&D, prototype testing, certification activities and general working capital.

How does the raise affect EVTL's cash runway?

Pro-forma cash plus net proceeds are expected to fund operations through the middle of 2026.

What recent technical milestones has Vert​ical achieved?

In May 2025 the VX4 prototype completed its first wing-borne flight; CAA expanded its DOA in July 2024.

Will existing shareholders be diluted?

Yes. The base deal increases share count by ~10%. Additional dilution may arise from 39.4 M convertible-note shares and 22.4 M warrants.

What ticker and exchange do Vertical's shares trade on?

Vertical Aerospace trades on the New York Stock Exchange under the symbol EVTL.