Paramount Skydance names Ynon Kreiz co-CEO for Oct. 5
If the WBD merger closes on October 6, eligible WBD shares would receive $31.01666668 in cash, without interest.
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Rhea-AI Filing Summary
Paramount Skydance Corporation (PSKY) appointed Ynon Kreiz as Co-Chief Executive Officer and a director, effective October 5, 2026; David Ellison will remain the sole principal executive officer following that date. The announcement says Kreiz will serve as Co-CEO of the anticipated combined company upon closing. His five-year employment agreement provides for annual salary of at least $3.5 million, rising to $5 million after the WBD closing, and a $1.5 million target annual bonus, rising to $4.9 million.
The agreement provides for a fully vested signing award of RSUs covering 2,625,000 Class B shares and a pre-closing award covering 1,250,000 shares, plus post-closing awards with a grant date value of up to $5.1 million and annual awards valued at $15 million, rising to $20.1 million for awards granted after closing. The merger is expected to close October 6, 2026, subject to customary closing conditions. At an October 6 closing, each eligible WBD share would convert to $31.01666668 in cash, without interest. Paramount’s announcement says the merger is expected to generate more than $6 billion in run-rate synergies.
Filing Explained
The employment agreement adds conditional severance: after termination without cause (other than death or disability) or resignation for good reason, subject to release and covenant conditions, Kreiz is entitled to cash equal to twice his salary plus target bonus over 24 months, specified equity vesting acceleration, and subsidized health and dental coverage for up to 24 months.
8-K Event Classification
Key Figures
Key Terms
restricted stock units financial
run-rate synergies financial
appraisal rights regulatory
qualifying termination financial
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 27, 2026, the Board of Directors (the “Board”) of Paramount Skydance Corporation, a Delaware corporation (the “Company”), appointed Ynon Kreiz as the Company’s Co-Chief Executive Officer and as a member of the Board, in each case, effective as of October 5, 2026 (the “Commencement Date”). David Ellison will remain the sole principal executive officer of the Company following the Commencement Date.
Mr. Kreiz, age 61, has served as Chairman of the Board and Chief Executive Officer of Mattel, Inc. since May 2018 and April 2018, respectively, and as a member of the Board of Directors of Mattel since 2017. During his tenure as Chairman and CEO, Mr. Kreiz led Mattel’s transformation into an IP-driven play and family entertainment company, gaining a deep understanding of Mattel's business and the toy industry. The Board believes Mr. Kreiz is qualified to serve on the Board due to his extensive leadership experience in the media and entertainment industry.
Prior to joining Mattel, Mr. Kreiz served as Chairman of the Board (June 2012 to May 2014) and Chief Executive Officer (May 2013 to January 2015) of Maker Studios, Inc., a global digital media and content network company. From June 2008 to June 2011, he served as Chairman of the Board and Chief Executive Officer of Endemol Group, one of the world's leading television production companies. From 2005 to 2007, Mr. Kreiz was a General Partner at Balderton Capital (formerly Benchmark Capital Europe), a venture capital firm, where he was active in early-stage technology and media investments. Earlier in his career, Mr. Kreiz co-founded Fox Kids Europe N.V., a children's entertainment company, and served as its Chairman of the Board and Chief Executive Officer from 1996 to 2002.
Mr. Kreiz has served on the board of directors of Warner Music Group Corp. since May 2016. He has also served on the Board of Governors of Tel Aviv University since 2024 and as a member of the Academy of Motion Picture Arts & Sciences’ Executive Branch since 2023. Mr. Kreiz has been a member of the Business Roundtable since March 2020 and has served on the Board of Advisors of the Anderson Graduate School of Management at UCLA since April 2015. In 2024, Mr. Kreiz was named one of TIME's 100 Most Influential People in the World and Entertainment Person of the Year by Cannes Lions.
In connection with his appointment as Co-Chief Executive Officer, on September 27, 2026, the Company and Paramount Global entered into an employment letter agreement (the “Letter Agreement”) with Mr. Kreiz, which provides for an initial five-year employment term beginning on the Commencement Date.
Pursuant to the Letter Agreement, Mr. Kreiz is entitled to (i) an annual base salary of no less than $3,500,000, which will increase to $5,000,000 upon the day following the closing of the transactions contemplated by the Agreement and Plan of Merger (the “Merger Agreement”), dated February 27, 2026, between the Company, Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), and Prince Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which Merger Sub will merge with and into WBD, with WBD surviving as a wholly owned subsidiary of the Company (the “WBD Closing”); and (ii) an annual bonus (the “Bonus”) targeted at $1,500,000, which will increase to $4,900,000 upon the day following the WBD Closing.
In addition, pursuant to the Letter Agreement, on or as soon as practicable following the Commencement Date, Mr. Kreiz will be granted (x) an award of fully-vested restricted stock units (“RSUs”) under the Company’s 2025 Incentive Award Plan (the “2025 Plan”) covering 2,625,000 shares of the Company’s Class B Common Stock (the “Signing Award”) and (y) an award of RSUs under the 2025 Plan covering 1,250,000 shares of the Company’s Class B Common Stock (the “Pre-Closing Award”). Within 15 days following the WBD Closing, Mr. Kreiz will be granted RSUs under the 2025 Plan (the “Post-Closing Award”) with an aggregate grant date value of up to $5,100,000, pro-rated based on the portion of the first year of employment remaining following the WBD Closing. Commencing on the first anniversary of the Commencement Date, Mr. Kreiz will be granted annual equity award(s) (“Annual Awards”) with an aggregate grant date value of $15,000,000, increasing to $20,100,000 for Annual Awards granted following the WBD Closing.
The Pre-Closing Award and Post-Closing Award will vest in equal quarterly installments over a three (3) year period (for the Pre-Closing Award) or over the remaining vesting schedule applicable to the Company equity award (other than the Signing Award) most recently granted to Mr. Kreiz (for the Post-Closing Award), subject to Mr. Kreiz’s continued employment with the Company through the applicable vesting date, and further subject to full accelerated vesting upon a change in control of the Company (as defined in the 2025 Plan).
The Letter Agreement provides that, if Mr. Kreiz’s employment is terminated by the Company without “cause” (other than due to his death or disability) or by Mr. Kreiz for “good reason” (each as defined in the Letter Agreement) (each, a “qualifying termination”), then, subject to his timely execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, he will be entitled to receive:
| · | an amount in cash equal to two times the sum of his then-current base salary and target Bonus, payable in substantially equal installments in accordance with the Company’s regular payroll practices for twenty-four (24) months following the date of termination; | |
| · | any earned, unpaid Bonus for the fiscal year ending immediately prior to the fiscal year in which the date of termination occurs; | |
| · | accelerated vesting of a number of shares of Class B Common Stock subject to Mr. Kreiz’s equity awards that would have otherwise vested through the twenty-four (24) month anniversary of the date of termination (had his employment not terminated); and | |
| · | company-subsidized health and dental benefit coverage for up to twenty-four (24) months following the date of termination. |
The Letter Agreement provides that if, at the time of Mr. Kreiz’s qualifying termination, there is in effect a severance plan for which he is eligible that provides for more favorable severance payments and benefits than those set forth in the Letter Agreement, then Mr. Kreiz’s severance amounts will be automatically adjusted to those amounts.
If Mr. Kreiz’s employment terminates due to the expiration of the term of his Letter Agreement, then, subject to his timely execution and non-revocation of a release, he will be entitled to receive a pro-rata Bonus for the fiscal year of termination, based on actual performance results for such year.
In addition, pursuant to the Letter Agreement, (i) any incentive-based compensation provided to Mr. Kreiz is subject to recovery by the Company in the event of a restatement of the financial statements of the Company or applicable business unit on which the calculation or determination of the incentive-based compensation was based; and (ii) Mr. Kreiz is subject to certain non-competition, non-solicitation, non-interference, confidentiality, non-disclosure and other restrictive covenants.
To the extent that any payment or benefit received by Mr. Kreiz pursuant to his Letter Agreement or otherwise would constitute “parachute payments” within the meaning of Internal Revenue Code Section 280G, such payments and/or benefits will be subject to a “best pay cap” reduction if such reduction would result in a greater net after-tax benefit to him than receiving the full amount of such payments.
The foregoing description of the Letter Agreement is qualified in its entirety by the full text of the Letter Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On September 30, 2026, the Company issued a press release in connection with the public announcement of the information described in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by reference in such filing.
8.01 Other Events.
On September 30, 2026, the Company announced the WBD Closing is expected to take place on October 6, 2026 (the “Anticipated Closing Date”), subject to customary closing conditions.
As previously disclosed, at the effective time of the WBD Closing (the “Effective Time”), each share of WBD common stock issued and outstanding immediately prior to the Effective Time (other than shares of WBD common stock to be canceled for no consideration in accordance with the Merger Agreement or as to which appraisal rights have been properly exercised) will be converted into the right to receive, without interest, an amount in cash equal to (x) $31.00 plus (y) (i) $0.00277778 multiplied by (ii) the number of calendar days elapsed after September 30, 2026 to and including the date on which the WBD Closing occurs (the “Closing Date”).
Accordingly, if the Closing Date occurs on the Anticipated Closing Date, at the Effective Time, each such share of WBD common stock will be converted into the right to receive, without interest, an amount in cash equal to $31.01666668.
On September 30, 2026, the Company issued a press release in connection with the public announcement of the information described above. A copy of the press release is attached hereto as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Cautionary Note Concerning Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” regarding the merger with WBD (the “Merger”), including statements relating to the timing and consideration payable in the Merger. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of the Company or WBD. Risks and uncertainties include, but are not limited to: risks relating to the financing of the Merger and relating to the failure to consummate the Merger, including if the closing conditions to the Merger are not satisfied or waived in an timely manner or at all; risks that the expected benefits, synergies and opportunities of the completed acquisition may not be realized or may take longer to realize than expected; risks and costs associated with the integration of the business of WBD, including the ability to integrate successfully and to achieve anticipated synergies and financial targets; risks that the combined company may not achieve the expected run-rate synergies, net leverage, free cash flow or other financial goals described in this press release within the expected timeframes; potential disruption to business operations and relationships as a result of the completed acquisition and ongoing integration; the risk of stockholder litigation relating to the acquisition of WBD; risks related to the Company’s streaming business; the adverse impact on the Company’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 the Company’s decisions to invest in new businesses, products, services and technologies, and the evolution of the Company’s business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of the Company’s content; damage to the Company’s reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; 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; challenges in protecting and maintaining the Company’s intellectual property rights; domestic and global political, economic and regulatory factors affecting the Company’s business generally or the completed acquisition of WBD; the inability to hire or retain key employees or secure creative talent; disruptions to the Company’s operations as a result of labor disputes; risks and costs associated with the integration of, and the Company’s ability to integrate, the businesses of Paramount Global, Skydance Media, LLC (“Skydance”) and WBD successfully and to achieve anticipated synergies, including in the amounts or on the timelines anticipated to realize such synergies; volatility in the price of the Company’s Class B common stock; the effect the Company’s dual-class capital structure and the concentrated ownership may have on the price of its Class B common stock or business; risks related to a private sale of a controlling interest in the Company, including that the Company’s stockholders may not realize any change of control premium on shares of the Company’s Class B common stock and that the Company may become subject to the control of a presently unknown third party; risks associated with the Company’s status as a “controlled company” under Nasdaq rules and, following the transfer of listing, NYSE rules, including its exemption from certain corporate governance requirements; risks associated with the lack of voting rights of the Company’s Class B common stock; risks that anti-takeover provisions in the Company’s amended and restated certificate of incorporation (the “Charter”) and amended and restated bylaws, and under Delaware law, could deter, delay, or prevent a change of control; risks that exclusive forum provisions in the Charter could limit a stockholder’s choice of forum for certain claims and discourage lawsuits against the Company’s directors and officers; risks that corporate opportunity provisions in the Charter could permit certain persons to pursue competitive opportunities that might otherwise be available to the Company; and risks associated with the Company’s holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of the Company and WBD can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2026, as amended by the Company’s Annual Report on Form 10-K/A, filed with the SEC on April 24, 2026, as superseded by, and solely to the extent set forth in, Paramount’s Current Report on Form 8-K, filed with the SEC on May 13, 2026, the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 13, 2026, and the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 4, 2026, including, in each case, in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” and the Company’s subsequent filings with the SEC, and in WBD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, including in the section captioned “Item 1A. Risk Factors,”in WBD’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 6, 2026, and in WBD’s subsequent filings with the SEC, including filings related to the acquisition of WBD. Copies of these filings, as well as subsequent filings, are available online at www.sec.gov, ir.paramount.com, ir.wbd.com or on request from the Company or WBD. Neither the Company nor WBD undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Description of Exhibit | |
| 10.1+§# | Employment Agreement, dated as of September 27, 2026, by and among Paramount Skydance Corporation, Paramount Global and Ynon Kreiz. | |
| 99.1 | Press Release Announcing appointment of Ynon Kreiz as the Company’s Co-Chief Executive Officer | |
| 99.2 | Press Release Announcing Anticipated Closing Date | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| + | Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC. |
| § | Certain portions of this exhibit (indicated by “[***]”) have been redacted pursuant to Item 601(a)(6) of Regulation S-K. |
| # | Indicates a management contract or compensatory plan or arrangement |
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: October 1, 2026
Exhibit 99.1
CHAIRMAN AND CEO DAVID ELLISON ANNOUNCES YNON KREIZ CO-CEO OF THE ANTICIPATED COMBINED PARAMOUNT AND WARNER BROS. DISCOVERY AT CLOSING TO HELP BUILD THE NEXT-GENERATION GLOBAL MEDIA COMPANY
| · | Appointment comes as Paramount nears completion of Warner Bros. Discovery merger |
| · | Ellison sought a partner with the operating firepower to help usher in a new era of entertainment — duo prepared to unlock value for the creative community, shareholders and audiences alike |
| · | As Chairman & CEO, Ellison will lead all strategy, creative and technology while Kreiz, as Co-CEO will oversee the Company’s day-to-day operations and integration of the combined businesses — a pairing that joins complementary skillsets to amplify results |
| · | Kreiz joins Ellison from Mattel and brings more than 30 years of experience leading and investing in international media and entertainment businesses, with a track record of pioneering new business models at the intersection of media, entertainment and technology |
LOS ANGELES, Sept. 30, 2026 – Paramount Skydance Corporation (NASDAQ: PSKY) (the "Company") today disclosed that David Ellison has announced Ynon Kreiz as Co-CEO of the anticipated merged company, effective at closing. Kreiz, who will start at Paramount, effective October 5, 2026, joins Ellison from Mattel, a leading global play and family entertainment company where he has served as Chairman and CEO since 2018, leading an unprecedented transformation of the business and the execution of its multi-platform, brand-centric strategy. Upon closing, Ellison will remain Chairman and CEO of the newly combined company, and Kreiz will serve as Co-CEO and join the Board of Directors. Together, they will oversee the combined company's businesses, which will report jointly to both.
Ellison's appointment of Kreiz caps a long-term plan: pursue both Paramount and Warner Bros. Discovery, then partner with a leading executive of his caliber to integrate, operationalize and manage the businesses as they build one of the most ambitious next-generation media companies in the industry's history.
Together, Ellison and Kreiz will lead the anticipated combined company as one team, pairing complementary skillsets to maximize the full upside of the merger under a comprehensive long-term strategy. Ellison will focus on the company’s long-term strategy, creative vision and direction, including its talent relationships, strategic partnerships, technology and capital allocation. Kreiz will focus on the company’s day-to-day management and integration of the combined businesses.
David Ellison said: "Bringing together Paramount and Warner Bros. Discovery to create a next-generation global media company is a transformational moment for our industry. Leading it takes a rare combination of strategic vision, operational depth and experience running a public company at the highest levels of media. Ynon brings all three. In Ynon, I’m adding a partner with strong leadership and the operating firepower this integration demands. It’s a division of labor built on our complementary strengths, with clear reporting lines and it lets me focus where I can contribute most: long-term strategy, the company’s overall creative direction, talent relationships, strategic partnerships, technology and capital allocation. We’re like-minded, we see this business the same way and there's no one I'd rather partner with. Together we'll build one integrated company that is creator-first, tech-forward and built to scale globally."
Ynon Kreiz said: "I'm excited to partner with David to build the next-generation media and entertainment company — bringing together premium content and iconic brands at the highest quality and scale, serving global audiences across every entertainment vertical and distribution platform. David is a unique talent and executive: a rare blend of business acumen, creative instinct, and clear vision. I very much share that vision, and I'm inspired by what we can accomplish together. The industry is at an inflection point, demanding evolution, investment, and a willingness to rethink business models. I look forward to working with the leadership team to build a cohesive global entertainment platform — one that stands out with best-in-class operations and execution powered by technology, with unparalleled creative relationships, production capabilities, and global reach. We will continue empowering creators, make this company a greenfield for innovation and storytelling, and collaborate with key partners to reach and engage fans worldwide."
Gerry Cardinale, Founder and Managing Partner of RedBird Capital Partners — the Company’s co-controlling shareholder and a member of its Board of Directors — said: "David has done what few modern executives have accomplished. He has led this company through not one but two historic acquisitions, while also running the business and building a team that's already exceeding our synergy targets, beating our financial metrics, and never wavering on our commitment to the creative community. Ynon has spent his career at the intersection of media, technology and franchise-building — pairing extraordinary storytelling with the technology to deliver it to fans everywhere. He understands not just how fans connect with the IP they love, but the economics that make entertainment endure. Great leaders accomplish great things. Historic ones know when to bring in the right partner to make it last — and that's what David has done. It's exactly why the company will have the operational firepower and the cutting-edge leadership to win."
Today's appointment of an executive with Kreiz’s stature and track record marks the next step in Ellison's pursuit to unite Warner Bros. Discovery and Paramount — two of Hollywood's most storied studios, with more than 200 combined years of storytelling and a streaming platform expected to reach 200 million-plus global subscribers.
In just over a year under Ellison, Paramount has doubled its theatrical slate, deepened its creative bench, greenlit more than 40 new and returning series for Paramount+, and built the capital discipline and technology to scale. That foundation positions the Company to grow 2026 projected revenue and EBITDA (preSBC) by 16-19%, and it laid the groundwork for this historic transaction, which is expected to generate more than $6 billion in run-rate synergies accelerate EBITDA growth.
Once the Paramount and Warner Bros. Discovery merger closes, the combined company will be guided by four overarching strategic priorities: win in content, become the most technologically capable media company, maximize operational efficiencies, and earn trust — delivering reliable, responsible experiences that strengthen its relationships with creators, audiences, consumers, employees, advertisers and partners.
About Ynon Kreiz
Mr. Kreiz has extensive experience as a corporate leader in the entertainment industry, with a track record of scaling content and brands globally. During his career spanning more than 30 years, he has successfully managed and invested in international media enterprises that have pioneered new business models at the intersection of media and technology.
Mr. Kreiz has been Chairman and Chief Executive Officer of Mattel since 2018. Mattel is a leading global play and family entertainment company with one of the most iconic brand portfolios in the world, including Barbie, Hot Wheels, Fisher-Price, UNO, American Girl, and Thomas & Friends. Following his appointment at Mattel in 2018, Kreiz led a multi-year transformation that strengthened its leadership across key toy categories and expanded its brands into new entertainment verticals, including film, television, consumer products, digital games, live events and experiences, and publishing. Under Mr. Kreiz’s leadership, Mattel’s first theatrical release, “Barbie,” became the #1 global box office film of 2023 and Warner Bros. Pictures’ highest-grossing movie of all time, and the Company grew its global footprint to more than 150 countries.
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Before Mattel, Mr. Kreiz was Chairman and CEO of Maker Studios, a global leader in short-form video content and one of YouTube’s largest multichannel networks, which was acquired by The Walt Disney Company. He previously served as Chairman and CEO of Endemol Group, the world’s largest independent television production company at the time, producing more than 10,000 hours of programming a year and owning global franchises such as “Big Brother” and “Deal or No Deal.” Prior to that, he was a General Partner at Balderton Capital (formerly Benchmark Capital Europe), specializing in early-stage media and technology investments.
Earlier in his career, Mr. Kreiz was co-founder, Chairman, and CEO of Fox Kids Europe NV, which developed and owned pay TV channels across Europe and the Middle East. The company was acquired by The Walt Disney Company.
Mr. Kreiz holds a BA degree in Economics and Management from Tel Aviv University and an MBA from UCLA Anderson School of Management. He serves on the Board of Directors of Warner Music Group and the Board of Advisors of the UCLA Anderson School of Management. Mr. Kreiz is a member of Business Roundtable and the Academy of Motion Picture Arts and Sciences. He was named in 2024 one of TIME’s 100 Most Influential People in the World and Entertainment Person of the Year by Cannes Lions.
Following the completion of its acquisition of Warner Bros. Discovery, the merged company’s portfolio will unite legendary brands including Paramount Pictures, Warner Bros. Pictures, Paramount Television, Warner Bros. Television, CBS, CBS News, CBS Sports, CNN, HBO, HBO Max, TNT, TBS, Discovery, HGTV, Food Network, Nickelodeon, Cartoon Network, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance Animation, Film, Television, Interactive/Games, and Paramount Sports Entertainment — serving audiences in more than 200 countries and territories.
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Cautionary Note Concerning Forward-Looking Statements
This communication contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding the merger, including statements relating to projected financial performance, anticipated synergies, expected subscriber levels and the expected benefits of the merger. The reader is cautioned not to rely on these forward-looking statements. Forward-looking statements may be identified by words such as “projected,” “anticipated,” “expected,” “estimated,” “believes,” “intends,” “plans,” “seeks,” “will,” and similar expressions. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Paramount or WBD. The forward-looking statements in this communication include, but are not limited to, statements regarding projected adjusted EBITDA growth, anticipated run-rate synergies, expected global subscriber levels and other financial and operational metrics. Any financial projections or estimates contained herein are based on assumptions that the Company believes to be reasonable but are inherently uncertain, and actual results may differ materially. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the merger will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained; the possibility that the transaction will not be completed in the expected timeframe or at all; potential adverse effects to the businesses of Paramount 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 merger, if completed, may not be realized or may take longer to realize than expected; 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; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to Paramount’s decisions to invest 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, content and long-lived assets, including finite-lived intangible assets; 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; challenges in protecting and maintaining Paramount’s intellectual property rights; domestic and global political, economic and regulatory factors affecting Paramount’s businesses generally; the inability to hire or retain key employees or secure creative talent; disruptions to Paramount’s operations as a result of labor disputes; risks and costs associated with the integration of, and Paramount’s ability to integrate, the businesses of Paramount Global and Skydance successfully and to achieve anticipated synergies; litigation relating to the transactions contemplated by the transaction agreement entered into on July 7, 2024, between Paramount Global and Skydance, potentially resulting in substantial costs; volatility in the price of Paramount’s Class B common stock; the effect Paramount’s dual-class capital structure and the concentrated ownership may have on the price of its Class B common stock or business; risks related to a private sale of a controlling interest in Paramount, including that Paramount’s stockholders may not realize any change of control premium on shares of Paramount’s Class B common stock and that Paramount may become subject to the control of a presently unknown third party; risks associated with Paramount’s status as a “controlled company” under Nasdaq rules, including its exemption from certain corporate governance requirements; risks associated with the lack of voting rights of Paramount’s Class B common stock; risks that anti-takeover provisions in Paramount’s amended and restated certificate of incorporation (the “Charter”) and amended and restated bylaws, and under Delaware law, could deter, delay, or prevent a change of control; risks that exclusive forum provisions in the Charter could limit a stockholder’s choice of forum for certain claims and discourage lawsuits against Paramount’s directors and officers; risks that corporate opportunity provisions in the Charter could permit certain persons to pursue competitive opportunities that might otherwise be available to Paramount; risks associated with Paramount’s holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; disruptions the merger may cause to Paramount’s and WBD’s business and commercial relationships; the negative impact that a failure to consummate the merger could have on Paramount’s business, financial condition, results of operations and stock price; the risk that the merger may be prevented or delayed or the anticipated benefits reduced if Paramount does not obtain certain regulatory approvals; the risk that the Merger Agreement may be terminated in accordance with its terms, including if any conditions to the closing of the merger are not satisfied; the risk that litigation relating to the merger could prevent or further delay the closing of the merger or result in the payment of damages after closing; challenges realizing synergies and other anticipated benefits expected from the merger, including integrating WBD’s business successfully; risks to Paramount’s business, financial condition or results of operations as a result of the incurrence of substantial costs and indebtedness in connection with the merger; and risks of reduced ownership and economic interest by Paramount’s existing stockholders as a result of the merger. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, Paramount’s Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 4, 2026, and Paramount’s Form 10-Q for the quarterly period ended June 30, 2026, filed with the SEC on August 4, 2026, including, in each case, in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” and Paramount’s subsequent filings with the SEC, and WBD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, and WBD’s Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 6, 2026, including, in each case, in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” and WBD’s subsequent filings with the SEC. Copies of these filings, as well as subsequent filings, are available online at http://www.sec.gov, ir.wbd.com or on request from Paramount or WBD. Paramount undertakes no obligation to update any forward-looking statement as a result of new information or future events or developments, except as required by law. We are not able to reconcile forward-looking non-GAAP financial measures because we are unable without unreasonable efforts to accurate estimate the individual adjustments for such reconciliations, as applicable, or to quantify the probable significance of these times at this time.
4
Media Contacts:
Melissa Zukerman / Laura Watson
msz@paramount.com / laura.watson@paramount.com
###
5
Exhibit 99.2
FOR IMMEDIATE RELEASE
WBD Investor Contact:
Investor.Relations@wbd.com
212-548-5882
WBD Media Contacts:
Megan Klein
Megan.Klein@wbd.com
310-210-5018
Joe Libonati
Joe.Libonati@wbd.com
917-287-6763
Paramount Investor Contacts:
Kevin Creighton
Kevin.Creighton@paramount.com
Logan Thomas
Logan.Thomas@paramount.com
Paramount Media Contacts:
Melissa Zukerman
msz@paramount.com
Laura Watson
Laura.Watson@paramount.com
Paramount Skydance and Warner Bros. Discovery Announce
Anticipated Closing Date of Paramount Merger
(New York, NY) – September 30, 2026 – Paramount Skydance Corporation (NASDAQ: PSKY) (“PSKY”) and Warner Bros. Discovery, Inc. (NASDAQ: WBD) (“WBD” or “Warner Bros. Discovery”) today announced that the merger (the “Merger”) contemplated by the Agreement and Plan of Merger, dated as of February 27, 2026 (the “Merger Agreement”), by and among WBD, PSKY and Prince Sub Inc., is expected to close on October 6, 2026 (the “Anticipated Closing Date”), subject to customary closing conditions.
As previously disclosed, at the effective time of the Merger (the “Effective Time”), each share of WBD common stock issued and outstanding immediately prior to the Effective Time (other than shares of WBD common stock to be canceled for no consideration in accordance with the Merger Agreement or as to which appraisal rights have been properly exercised) will be converted into the right to receive, without interest, an amount in cash equal to (x) $31.00 plus (y) (i) $0.00277778 multiplied by (ii) the number of calendar days elapsed after September 30, 2026 to and including the date on which the closing of the Merger occurs (the “Closing Date”). Accordingly, if the Closing Date occurs on the Anticipated Closing Date, at the Effective Time, each such share of WBD common stock will be converted into the right to receive, without interest, an amount in cash equal to $31.01666668.
About Warner Bros. Discovery
Warner Bros. Discovery is a leading global media and entertainment company that creates and distributes the world's most differentiated and complete portfolio of branded content across television, film, streaming and gaming. Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, HBO Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, Animal Planet, Science Channel, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Pictures Animation, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others.
About Paramount, a Skydance Corporation
Paramount, a Skydance Corporation (Nasdaq: PSKY) is a leading, next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. The Company's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, SHOWTIME®, Paramount+, Pluto TV, Skydance Animation, Film, Television, and Interactive/Games, and the newly established Paramount Sports Entertainment. For more information, please visit www.paramount.com.
Cautionary Statement Concerning Forward-Looking Statements
Information set forth in this communication constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, without limitation, statements regarding WBD’s expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. These forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties and on information available to Warner Bros. Discovery as of the date hereof.
Forward-looking statements include, without limitation, statements about the benefits of the Merger, future financial and operating results, the combined company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of WBD’s management and are subject to significant risks and uncertainties outside of our control. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: (1) the completion of the Merger may not occur on the anticipated terms and timing or at all; (2) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger; (3) risks that any of the closing conditions to the Merger may not be satisfied in a timely manner; (4) risks related to litigation brought in connection with the Merger; (5) risks related to disruption of management time from ongoing business operations due to the Merger; (6) effects of the announcement, pendency or completion of the Merger on the ability of WBD to retain customers and retain and hire key personnel and maintain relationships with suppliers, distributors, advertisers, content providers, vendors and other business partners, and on its operating results and business generally; (7) negative effects of the announcement or the consummation of the Merger on the market price of WBD common stock; (8) risks related to the potential impact of general economic, political and market factors on the companies or the Merger; (9) inherent uncertainties involved in the estimates and assumptions used in the preparation of financial projections; (10) the ability to obtain or consummate financing or refinancing related to the Merger; and (11) the response of WBD or PSKY management to any of the aforementioned factors. WBD’s actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risks related to the Merger. Discussions of additional risks and uncertainties are contained in WBD’s filings with the Securities and Exchange Commission, including but not limited to WBD’s most recent Annual Report on Form 10-K, reports on Form 10-Q and Form 8-K and the definitive proxy statement filed by WBD in connection with the Merger. WBD is not under any obligation, and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise, except to the extent required by applicable law. Persons reading this communication are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.
###
Source: Warner Bros. Discovery, Inc.