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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):
February 19, 2026
Paramount Skydance Corporation
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-42791 |
|
99-3917985 |
(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) |
| x |
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
Symbol(s) |
|
Name of each exchange
on which registered |
| Class B Common Stock, $0.001 par value |
|
PSKY |
|
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 7.01 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 “Transaction”).
The expiration of the HSR waiting period means there is no statutory
impediment in the U.S. to closing Paramount’s proposed acquisition of WBD. The completion of the Transaction remains subject to
certain other conditions, including entry into a definitive merger agreement with WBD, shareholder approval and regulatory clearance in
other relevant jurisdictions.
Paramount continues to engage constructively with antitrust enforcers
and other regulators around the world to secure regulatory clearances and approvals necessary for the Transaction. Paramount also secured
clearance for the Transaction from the foreign investment authorities in Germany on January 27, 2026.
The information in this Item 7.01 is being furnished and shall not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liability of that section, nor shall such information be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number |
|
Description |
| |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL
document). |
Cautionary Note Regarding Forward-Looking Statements
This communication contains both historical and forward-looking statements,
including statements related to Paramount Skydance Corporation's ("Paramount") future financial results and performance,
potential achievements, anticipated reporting segments and industry changes and developments. All statements that are not statements of
historical fact are, or may be deemed to be, "forward-looking statements". Similarly, statements that describe Paramount's objectives,
plans or goals are or may be forward-looking statements. These forward-looking statements reflect Paramount's current expectations
concerning future results and events; generally can be identified by the use of statements that include phrases such as "believe,"
"expect," "anticipate," "intend," "plan," "foresee," "likely," "will,"
"may," "could," "estimate" or other similar words or phrases; and involve known and unknown risks, uncertainties
and other factors that are difficult to predict and which may cause Paramount's actual results, performance or achievements
to be different from any future results, performance or achievements expressed or implied by these statements. These risks, uncertainties
and other factors include, among others: the outcome of the tender offer by Paramount and Prince Sub Inc. (the
"Tender Offer") to purchase for cash all of the outstanding Series A common stock of Warner Bros. Discovery, Inc. ("WBD")
or any discussions between Paramount and WBD with respect to a possible transaction (including, without limitation, by means
of the Tender Offer, the "Potential Transaction"), including the possibility that the Tender Offer will not be successful, that
the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different
from those described herein; the conditions to the completion of the Potential Transaction or the previously announced transaction between WBD and
Netflix, Inc. ("Netflix") pursuant to the Agreement and Plan of Merger, dated December 4, 2025 (as it may be amended
or supplemented), among Netflix, Nightingale Sub, Inc., WBD and New Topco 25, Inc. (the "Proposed Netflix Transaction"),
including the receipt of any required stockholder and regulatory approvals for either transaction, the proposed financing for the Potential
Transaction, the indebtedness Paramount expects to incur in connection with the Potential Transaction and the total indebtedness
of the combined company; the possibility that Paramount may be unable to achieve expected synergies and operating efficiencies
within the expected timeframes or at all and to successfully integrate the operations of WBD with those of Paramount, and the possibility
that such integration may be more difficult, time-consuming or costly than expected or that operating costs and business disruption (including,
without limitation, disruptions in relationships with employees, customers or suppliers) may be greater than expected in connection with
the Potential Transaction; risks related to Paramount's streaming business; the adverse impact on Paramount'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, including cost increases; the unpredictable nature of consumer behavior, as
well as evolving technologies and distribution models; risks related to Paramount's decisions to make investments in new businesses,
products, services and technologies, and the evolution of Paramount's business strategy; the potential for loss of carriage
or other reduction in or the impact of negotiations for the distribution of Paramount's content; damage to Paramount's reputation
or brands; losses due to asset impairment charges for goodwill, intangible assets, FCC licenses and content; liabilities related to discontinued
operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business
continuity, cybersecurity, privacy and data protection and similar risks; content infringement; domestic and global political, economic
and regulatory factors affecting Paramount's businesses generally, including tariffs and other changes in trade policies; the
inability to hire or retain key employees or secure creative talent; disruptions to Paramount's operations as a result of labor
disputes; the risks and costs associated with the integration of, and Paramount's ability to integrate, the businesses of Paramount
Global and Skydance Media, LLC successfully and to achieve anticipated synergies; volatility in the prices of Paramount's Class
B Common Stock; potential conflicts of interest arising from Paramount's ownership structure with a controlling stockholder;
and other factors described in Paramount's news releases and filings with the Securities and Exchange Commission (the "SEC"),
including but not limited to Paramount's most recent Annual Report on Form 10-K and Paramount's reports on Form 10-Q
and Form 8-K. There may be additional risks, uncertainties and factors that Paramount does not currently view as material or
that are not necessarily known. The forward-looking statements included in this communication are made only as of the date of this report,
and Paramount does not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events
or circumstances.
Additional Information
This communication does not constitute an offer to buy or a solicitation
of an offer to sell securities. This communication relates to a proposal that Paramount has made for an acquisition of WBD,
the Tender Offer that Paramount, through Prince Sub Inc., its wholly owned subsidiary, has made to WBD stockholders, Paramount's solicitation
of proxies against the Proposed Netflix Transaction and other proposals to be voted on by WBD stockholders at the special meeting of WBD
stockholders to be held to approve the Proposed Netflix Transaction (the "Netflix Merger Solicitation") and/or Paramount’s
intention to solicit proxies to elect its slate of director nominees at the 2026 annual meeting of stockholders of WBD. The Tender Offer
is being made pursuant to a tender offer statement on Schedule TO (including the offer to purchase, the letter of transmittal and other
related offer documents), filed with the SEC on December 8, 2025. These materials, as may be amended from time to time,
contain important information, including the terms and conditions of the offer. Subject to future developments, Paramount (and,
if a negotiated transaction is agreed, WBD) may file additional documents with the SEC. This communication is not a substitute for
any proxy statement, tender offer statement, or other document Paramount and/or WBD may file with the SEC in connection
with the Potential Transaction.
Paramount, Prince Sub Inc. and the other participants in
the Netflix Merger Solicitation have filed a definitive proxy statement and the accompanying BLUE proxy card with the SEC on February
17, 2026 in connection with the Netflix Merger Solicitation (the "Special Meeting Definitive Proxy Statement"). Paramount
may file other proxy solicitation materials in connection therewith or with the 2026 annual meeting of WBD stockholders, or other documents
with the SEC.
PARAMOUNT STRONGLY ADVISES ALL STOCKHOLDERS OF WBD TO READ THE SPECIAL
MEETING DEFINITIVE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATED TO THE PARTICIPANTS IN THE APPLICABLE PROXY SOLICITATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO
CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, PARAMOUNT AND THE OTHER PARTICIPANTS IN SUCH PROXY
SOLICITATIONS WILL PROVIDE COPIES OF THE APPLICABLE PROXY STATEMENTS WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR SUCH
COPIES SHOULD BE DIRECTED TO THE APPLICABLE PROXY SOLICITOR.
Participants in the Solicitation
The participants in the Netflix Merger Solicitation are Paramount, Prince
Sub Inc., certain directors and executive officers of Paramount and Prince Sub Inc., Lawrence Ellison, RedBird
Capital Management and The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended. Additional information about the
participants in the Netflix Merger Solicitation is available in the Special Meeting Definitive Proxy Statement.
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: February 20, 2026
