Every 8-K that Paramount Skydance Corporation (PSKY) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow PSKY and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PSKY filings page.
Paramount Skydance Corporation filed an amendment to update a table in previously issued unaudited pro forma financial statements describing exchanges of various Existing WBD Notes into Second Lien Secured Exchange Notes. The corrected table lists the aggregate principal amounts of notes validly delivered in consent solicitations and eligible to participate in the exchange offers, including $655,825,000 of 4.125% Senior Notes due 2029 and $4,104,687,000 of 5.050% Senior Notes due 2042. The company states that, apart from this updated table, the prior report and its other exhibits remain unchanged.
Paramount Skydance Corporation reported Q2 2026 revenue of $6,913 million, operating income of $475 million (6.9% margin) and net earnings of $41 million, or $0.04 per diluted share. Adjusted EBITDA was $1,099 million, with a 15.9% margin and 27% year-over-year growth.
Direct-to-Consumer performance was led by Paramount+, where revenue reached $2,061 million and subscribers grew to 81.6 million. Paramount+ revenue rose 16% year-over-year in Q2, with double-digit growth in view hours and the best retention quarter in the service’s history, helped by Dutton Ranch, UFC and FIFA World Cup programming.
Studios delivered year-over-year revenue growth, supported by a stronger theatrical slate and expanding content licensing, while TV Media revenue declined but profitability improved as cost actions took hold. Company-wide efficiency efforts are now expected to generate over $2.7 billion of run-rate savings by the end of 2026.
The company raised its full-year 2026 outlook to adjusted EBITDA of $3.8–$3.9 billion, implying a 12.8% margin and 16%–19% growth, on total revenue of $30,000 million. Q3 2026 guidance calls for revenue of $6,950–$7,150 million and adjusted EBITDA of $875–$975 million, with at least 10% free cash flow conversion expected for 2026.
Paramount Skydance Corporation is advancing its planned acquisition of Warner Bros. Discovery, Inc. under a February 27, 2026 merger agreement, valuing WBD at $31.00 per share in cash plus any Ticking Consideration, for estimated cash consideration of $77.8 billion to WBD stockholders and total preliminary purchase consideration of $97,277 million.
The deal is supported by up to $46.7 billion of equity from affiliates of The Lawrence J. Ellison Revocable Trust and $250.0 million from RedBird through a PIPE, together with up to $51.9 billion of New Permanent Financing and $5.0 billion of Term A loans, with a $49.0 billion bridge facility as contingent backstop. Related exchange and tender offers assume full participation for $12.7 billion and $2.423 billion of WBD notes, respectively.
On a pro forma basis, the combined company would have had first‑quarter 2026 revenue of $16,129 million, a net loss attributable to Paramount of $1,046 million (loss per share of $0.21) and long‑term debt of $80,203 million. For 2025, pro forma revenue was $66,133 million with a net loss of $5,758 million.
Paramount Skydance Corporation reported that holders of 31,500,087 shares of its Class A Common Stock, representing 100.0% of the voting power of the outstanding capital stock, acted by written consent on July 20, 2026 to elect ten directors to the board, effective July 21, 2026.
The stockholders also ratified the audit committee’s appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal year 2026.
Paramount Skydance Corporation reported progress on its proposed merger with Warner Bros. Discovery, Inc., under which a Paramount Skydance subsidiary will merge with and into WBD, with WBD surviving as a wholly owned subsidiary of Paramount Skydance.
On July 22, 2026, the European Commission approved the merger under the EU Merger Regulation following a Phase 1 review. On July 14, 2026, the European Commission unconditionally approved the merger under the EU Foreign Subsidies Regulation after a Phase 1 review. On July 10, 2026, the Fair Trade Commission of South Korea unconditionally approved the merger following a Phase 1 review. Completion of the merger remains subject to additional conditions, including regulatory clearances in other jurisdictions, and the companies describe extensive business, regulatory, financing and integration risks that could affect whether the transaction is completed and whether its expected benefits are achieved.
Paramount Skydance Corporation reports further regulatory approvals for its planned merger with Warner Bros. Discovery, Inc. Under the merger agreement, WBD will become a wholly owned subsidiary of PSKY. Authorities in Kuwait, Austria and Australia have now unconditionally approved the transaction under their respective competition and foreign investment regimes.
The merger still depends on meeting remaining conditions, including regulatory clearances in other jurisdictions. PSKY states it is engaging with antitrust enforcers and regulators worldwide, and highlights numerous risks that could delay, alter, or prevent completion of the merger and affect its ongoing streaming, advertising and financing strategies.
Paramount Skydance Corporation has scheduled its 2026 annual meeting of stockholders as a live webcast on July 21, 2026 at 8:30 a.m. Pacific Time. The meeting is primarily informational and will allow stockholders to hear results of actions taken by written consent and ask questions.
Holders of Class A Common Stock, all of which are owned by Harbor Lights Entertainment, Inc., are expected to approve by written consent the election of ten current directors and the ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for fiscal year 2026. No voting will occur at the webcast, and the company explicitly states it is not soliciting proxies.
Paramount Skydance Corporation (PSKY) reports progress on its planned merger with Warner Bros. Discovery (WBD). PSKY, WBD and a PSKY subsidiary signed a merger agreement on February 27, 2026 under which WBD will become a wholly owned PSKY subsidiary.
PSKY states that on June 20, 2026, the statutory waiting period under section 123(1)(b) of the Competition Act (Canada) expired, removing any statutory impediment under that law to closing the merger. On June 19, 2026, the Competition Commission of South Africa approved the merger.
The companies note that completion of the merger still depends on additional conditions, including regulatory clearances in other jurisdictions, and they highlight extensive risk factors and uncertainties that could affect whether and when the merger is completed or its expected benefits are realized.
Paramount Skydance Corporation reports key regulatory progress for its planned merger with Warner Bros. Discovery. On June 17, 2026, it received unconditional antitrust clearance from China’s State Administration for Market Regulation. The U.S. Department of Justice closed its investigation on June 12, 2026, stating the transaction is not likely to harm competition or American consumers. On June 11, 2026, Spain’s foreign direct investment authority issued an unconditional no‑jurisdiction confirmation. The company also reiterates extensive risk factors and cautions that completion of the merger is still subject to remaining conditions.
Paramount Skydance Corporation reports further progress toward its planned merger with Warner Bros. Discovery. The Australian Competition and Consumer Commission decided the merger may be completed, subject to a 14‑day waiting period that ends at 10:00 a.m. Eastern Time on June 23, 2026.
New Zealand’s competition regulator informed the company it does not intend to review the deal further, and Paramount Skydance has also received required merger or foreign investment approvals in multiple jurisdictions, including Saudi Arabia, several European countries and others. The company also highlights extensive risk factors, warning that regulatory clearances, integration challenges, leverage and strategic execution could all affect whether the merger closes and delivers anticipated benefits.
Paramount Skydance Corporation is launching a series of debt Tender Offers and Exchange Offers tied to its proposed cash acquisition of Warner Bros. Discovery for an estimated $77.7 billion. It may purchase up to $2.4 billion of WBD notes for cash and exchange up to $12.8 billion of WBD notes into new Paramount Skydance notes.
These transactions are conditional on completing the acquisition and receiving required noteholder consents. Paramount has a $49.0 billion senior secured bridge facility in place and plans permanent financing currently expected to include about $39.5 billion of first‑lien and $12.4 billion of second‑lien secured debt.
Paramount told ratings agencies it aims to reduce net debt to adjusted EBITDA below 3.75x by fiscal 2028 and 3.0x by fiscal 2029. It also disclosed pro forma financials and expects to realize over $6 billion in synergies, with about 30% targeted in the first year after closing and 70% by the second year.
Paramount Skydance Corporation is updating how it reports its business and providing extensive context on recent transformative transactions. The company is recasting 2025 segment data to align with a new three-segment structure: Studios, Direct-to-Consumer, and TV Media, with some centralized costs now reported in corporate expenses.
The filing also details the August 7, 2025 Skydance and NAI transactions, including a $6.0 billion PIPE that issued 400 million Class B shares at $15.00 each and warrants for 200 million Class B shares at an exercise price of $30.50. Paramount Global and Skydance were combined using pushdown accounting, creating distinct Predecessor and Successor periods that are not directly comparable.
The company is pursuing a large acquisition of Warner Bros. Discovery via a cash tender offer. The offer price was raised from $30.00 to $31.00 per Warner Bros. share, includes a $0.25 per-share quarterly ticking fee after September 30, 2026, prepayment of a $2.8 billion termination fee owed by Warner Bros. to Netflix, and a $7.0 billion regulatory termination fee. Paramount has secured up to $57.5 billion in debt financing and $46.6 billion in equity commitments from Ellison-affiliated entities and RedBird Capital.
Paramount Skydance Corporation reported solid Q1 2026 performance and reaffirmed its full-year outlook while advancing its merger with Warner Bros. Discovery. Q1 revenue was $7.3 billion, up 2% year-over-year, with profitability exceeding internal estimates and operating income of $616 million.
Adjusted EBITDA reached $1.2 billion with a 16% margin, up 59% year-over-year, driven by disciplined cost management. Direct-to-Consumer revenue rose 11% to $2.4 billion, with Paramount+ revenue up 17% and DTC adjusted EBITDA improving to $251 million from a small loss a year earlier.
Studios revenue grew 11% to $1.3 billion and TV Media adjusted EBITDA increased despite a 6% revenue decline to $3.7 billion. The company maintained 2026 guidance for $30 billion in revenue and $3.8 billion in adjusted EBITDA, and outlined detailed financing and shareholder approvals supporting the planned Warner Bros. Discovery acquisition by the end of Q3 2026.
Paramount Skydance Corporation (PSKY) arranged major new credit facilities to help finance its pending acquisition of Warner Bros. Discovery and reshape its capital structure. The company completed syndication of a large bridge loan, added $5.00 billion of new senior secured term and revolving credit, and increased an existing unsecured revolver to $5.00 billion. These agreements include leverage covenants and a path to unsecured status if investment-grade ratings are achieved. PSKY also announced that Jeffrey Shell, its President and board member, has left the company under a separation agreement effective April 8, 2026.
Paramount Skydance Corporation is changing how it reports its business, moving to three segments starting in 2026: Studios, Direct-to-Consumer, and TV Media. It is also shifting its primary segment profit metric from Adjusted OIBDA to Adjusted EBITDA.
The company is furnishing unaudited 2025 financials recast under this new structure, separating Predecessor (Paramount Global) and Successor (Paramount Skydance) periods and providing segment-level Adjusted EBITDA. Management now uses Adjusted EBITDA, which excludes certain non-recurring items and stock-based compensation, as the main tool to assess ongoing operating performance.
Paramount Skydance Corporation approved a charter amendment increasing authorized Class B common shares from 5.5 billion to 7.0 billion and allowing dividends on Class B without matching Class A dividends, with prior consent of all Class A holders. The company describes funding plans for its proposed acquisition of Warner Bros. Discovery at $31 per share, backed by a guarantee from the Ellison Parties and large private investments in Class B stock. Ellison-affiliated entities and RedBird have syndicated their subscription rights to major institutional investors through an equity syndication that will issue new, non-voting Class B shares while Ellison and RedBird retain 100% of voting Class A shares. Paramount Skydance will also distribute 10‑year tradable warrants as a dividend to Class B shareholders, replacing a previously planned rights offering at $16.02 per share, with each warrant initially exercisable at the syndication purchase price and callable if the stock closes at or above $30.00 for 20 of 30 days after the third anniversary.
Paramount Skydance Corporation agreed to acquire Warner Bros. Discovery in an all‑cash merger valuing WBD at $31.00 per share, plus a daily “ticking” fee of $0.00277778 per share if closing occurs after September 30, 2026. The deal values WBD at about $81 billion in equity and $110 billion in enterprise value and is unanimously approved by both boards, with WBD stockholders still required to vote.
Paramount expects more than $6 billion of cost synergies, and projects net debt-to-EBITDA of 4.3x on a fully synergized basis with a stated goal of returning to investment‑grade metrics within three years. Financing combines $47 billion of new Class B equity at $16.02 per share, fully backed by the Ellison family and RedBird, a rights offering of up to $3.25 billion, and $54 billion of 364‑day bridge and $3.5 billion of revolving debt commitments.
The Ellison trust guarantees up to $45.72 billion of merger consideration plus key fees, and has signed a PIPE subscription of up to $46.72 billion, alongside $250 million from RedBird. The agreement carries heavy break fees, including a $3 billion company termination fee payable by WBD in certain competing‑bid scenarios and a $7 billion regulatory termination fee payable by Paramount if antitrust or regulatory obstacles ultimately block closing.
Paramount Skydance Corporation furnished a shareholder letter outlining Q4 2025 results, 2026 guidance, and a proposed acquisition of Warner Bros. Discovery. Q4 2025 revenue was $8.148 billion with adjusted OIBDA of $612 million, while the company reported a net loss attributable to the parent of $573 million.
Direct-to-consumer revenue grew 10% year over year in Q4, and Paramount+ ended 2025 with 79 million paid subscribers and Q4 revenue of $1.837 billion. For 2026, management expects total revenue of $30 billion (about 4% growth) and adjusted EBITDA of $3.8 billion, driven primarily by streaming.
The company targets at least $3 billion in efficiencies through 2027 and expects more than $2.5 billion in run-rate efficiencies by the end of 2026. It ended 2025 with $3.3 billion in cash and $13.7 billion in gross debt, and aims to regain investment-grade credit metrics by the end of 2027.
Paramount Skydance Corporation reports that the 10-day Hart-Scott-Rodino antitrust waiting period for its all-cash offer to acquire all shares of Warner Bros. Discovery, Inc. (WBD) expired on February 19, 2026 at 11:59 p.m. Eastern Time. This expiration means there is no statutory U.S. antitrust impediment to closing the proposed acquisition.
The transaction is still contingent on a definitive merger agreement with WBD, shareholder approvals and regulatory clearances in other jurisdictions. Paramount notes it is continuing constructive engagement with global antitrust and other regulators and has already obtained clearance from German foreign investment authorities on January 27, 2026.
Paramount Skydance Corporation filed an 8-K describing an enhanced, revised offer to acquire all outstanding Series A common shares of Warner Bros. Discovery for $30.00 per share in cash via an amended tender offer. Paramount positions this as superior to Warner Bros. Discovery’s existing merger agreement with Netflix, which it says provides a cash range of $21.23 to $27.75 per share plus equity in a new entity called Discovery Global.
Paramount outlines a detailed financing plan totaling $101.0 billion, including $77.8 billion for equity purchase, $15.4 billion to refinance a bridge loan, $2.8 billion to fund a break fee to Netflix, and $5.0 billion of minimum cash at closing. Sources include $43.6 billion of equity funding from the Ellison family and RedBird Capital Partners, $38.6 billion of new transaction debt, $15.4 billion of WBD bridge loan refinancing and $3.5 billion from the combined balance sheet.
Paramount reports progress on regulatory reviews, including certifying compliance on February 9, 2026 with a Department of Justice Second Request, which starts a 10-day waiting period, and noting prior foreign investment clearance in Germany on January 27, 2026. The tender offer has been extended to March 2, 2026, with 42,345,815 Warner Bros. Discovery shares reported as validly tendered and not withdrawn as of 5:00 p.m. New York City time on February 9, 2026. Paramount also confirms it will solicit proxies from Warner Bros. Discovery shareholders to vote against the Netflix transaction at an upcoming special meeting.
Paramount Skydance Corporation filed a current report describing two key steps in its effort to acquire Warner Bros. Discovery, Inc. (WBD). The company issued a press release announcing that it has amended and extended its tender offer for all outstanding shares of WBD’s Series A Common Stock. At the same time, Paramount Skydance filed a preliminary proxy statement to solicit proxies against the contemplated merger between WBD and Netflix, Inc. and related proposals for the WBD stockholder special meeting.
The filing also outlines extensive forward-looking statement disclaimers, highlighting uncertainties around the tender offer, any potential transaction with WBD, required stockholder and regulatory approvals, proposed financing and indebtedness for a combined company, and the challenges of integrating WBD with Paramount. It explains that the tender offer is being made under a previously filed Schedule TO and that a Special Meeting Preliminary Proxy Statement has been filed for the “Netflix Merger Solicitation,” with additional proxy materials expected. The report identifies Paramount, its subsidiary Prince Sub Inc., certain directors and officers, and specified investors as participants in the solicitation.
Paramount Skydance Corporation appointed Dennis Cinelli as Chief Financial Officer effective January 15, 2026, and adjusted several leadership roles. Cinelli, a former executive at Scale AI, Uber and GE, will have a five-year employment term with a base salary of $2,625,000 and a target annual bonus of $1,125,000. He will receive 3,750,000 restricted stock units in Class B common stock that vest quarterly over five years, a $500,000 cash signing bonus subject to one-year clawback, and up to $500,000 of relocation reimbursement, plus severance protections worth two times salary and target bonus upon certain terminations.
Cinelli resigned from the Board and Audit Committee, and Andrew Campion joined the Board and Audit Committee with an initial grant of 17,433 restricted stock units under the non-employee director program. Interim CFO Andrew Warren will move to a Strategic Advisor role as part of the transition.
Paramount Skydance Corporation furnished a Shareholder Letter announcing its financial results for the third quarter ended September 30, 2025. The letter is provided as Exhibit 99 and incorporated by reference.
The disclosure was furnished under Item 2.02 of the Exchange Act and is not deemed “filed” for Section 18 purposes. The company’s Class B common stock trades on Nasdaq under the symbol PSKY.
Paramount Skydance Corporation reported that its Board of Directors appointed Dennis Cinelli as a director on September 12, 2025, and named him to the Board’s Audit Committee effective immediately. As of the same date, Sherry Lansing was no longer a member of the Audit Committee. The company states there are no transactions, or currently proposed transactions, exceeding $120,000 in which the company and Mr. Cinelli will have a direct or indirect material interest. Mr. Cinelli was designated as a director nominee of Ellison under the company’s Amended and Restated Certificate of Incorporation and is eligible to participate in the company’s Non-Employee Director Compensation Program, including a Pro-Rated Annual Award of 17,989 restricted stock units upon his appointment, and potential future Annual Awards if he continues to serve on the Board.