Paramount Skydance (PSKY) CEO David Ellison vests 250K RSUs, withholds shares for taxes

Rhea-AI Filing Summary

Paramount Skydance Corp Chief Executive Officer David Ellison increased his equity stake through RSU vesting and related tax withholding. On May 7, 2026, an installment of 250,000 Restricted Stock Units vested and converted into Class B common stock at a conversion price of $0.00 per share.

The issuer withheld 127,200 Class B shares at a reference price of $10.76 per share to cover tax liabilities tied to this vesting, a disposition coded as tax withholding rather than an open-market sale. Following these transactions, Ellison held 384,273 Class B shares directly and 76,210,742 Class B shares indirectly through Skydance Entertainment Group, LLC.

Insights

Insider transactions analyst

CEO gains 250,000 shares via RSU vesting; tax withholding is non-market.

David Ellison, CEO of Paramount Skydance Corp, had an installment of 250,000 RSUs vest into Class B common stock. The exercise price was $0.00, reflecting equity compensation rather than a market purchase, and follows a multi-year vesting schedule beginning on August 7, 2025.

To satisfy tax obligations from this vesting, the issuer withheld 127,200 shares at a reference price of $10.76 per share, classified as a tax-withholding disposition instead of an open-market sale. This pattern is typical for executive equity awards and carries limited signaling value about Ellison’s view of the stock.

After these transactions, Ellison reported 384,273 Class B shares held directly and 76,210,742 shares held indirectly through Skydance Entertainment Group, LLC. With no remaining derivative positions shown, the filing highlights a sizable ongoing ownership stake, suggesting the events are primarily administrative updates to his equity compensation and holdings.

Insider Trade Summary

250,000 shares exercised/converted

Mixed 4 txns

Insider Ellison David Ferris

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	250,000	$0.00	--
Exercise	Class B common stock	250,000	$0.00	--
Tax Withholding	Class B common stock	127,200	$10.76	$1.37M
holding	Class B common stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 4,250,000 shares (Direct, null); Class B common stock — 511,473 shares (Direct, null); Class B common stock — 76,210,742 shares (Indirect, See Footnote)

Footnotes (1)

1. The shares identified in Table I were issued on May 7, 2026, upon vesting of an installment of Restricted Stock Units ("RSUs") identified in Table II, which were initially granted on August 7, 2025 and generally vest in equal quarterly installments over a five-year period. On May 7, 2026, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.76 per share. Includes shares acquired periodically pursuant to a dividend reinvestment program meeting the requirements of Rule 16a-11. These shares were withheld by the Issuer to satisfy tax liability incident to the vesting of, and delivery of shares underlying, the RSUs, and were not actually sold or otherwise disposed of in an open-market transaction. By Skydance Entertainment Group, LLC, of which Mr. Ellison is the manager.

Key Figures

RSUs vested: 250,000 units Shares withheld for taxes: 127,200 shares Reference share price: $10.76 per share +3 more

6 metrics

RSUs vested 250,000 units Restricted Stock Units converting into Class B common stock on May 7, 2026

Shares withheld for taxes 127,200 shares Class B common stock withheld to satisfy tax liability on RSU vesting

Reference share price $10.76 per share Closing price of Class B common stock on May 7, 2026

Direct holdings after transaction 384,273 shares Class B common stock held directly by David Ellison after transactions

Indirect holdings after transaction 76,210,742 shares Class B common stock held indirectly via Skydance Entertainment Group, LLC

Derivative RSU balance 4,250,000 units Restricted Stock Units remaining after 250,000-unit vesting installment

Key Terms

Restricted Stock Units, dividend reinvestment program, Rule 16a-11, tax liability, +1 more

5 terms

Restricted Stock Units financial

"The shares identified in Table I were issued on May 7, 2026, upon vesting of an installment of Restricted Stock Units ("RSUs") identified in Table II,"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend reinvestment program financial

"Includes shares acquired periodically pursuant to a dividend reinvestment program meeting the requirements of Rule 16a-11."

A dividend reinvestment program lets investors automatically use cash dividends to buy more shares of the same company instead of taking the money as cash. Think of it like an automatic savings plan that turns small payouts into additional ownership, often including fractional shares, which can speed up compound growth and reduce the need for manual buying decisions — a convenience that can boost long-term returns for shareholders.

Rule 16a-11 regulatory

"Includes shares acquired periodically pursuant to a dividend reinvestment program meeting the requirements of Rule 16a-11."

tax liability financial

"These shares were withheld by the Issuer to satisfy tax liability incident to the vesting of, and delivery of shares underlying, the RSUs,"

The NASDAQ Global Select Market market

"On May 7, 2026, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.76 per share."

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ellison David Ferris

(Last) (First) (Middle)

1515 BROADWAY

(Street)

NEW YORK NEW YORK 10036

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Paramount Skydance Corp [ PSKY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B common stock	05/07/2026		M		250,000(1)	A	$0(1)	511,473(2)	D
Class B common stock	05/07/2026		F		127,200(3)	D	$10.76	384,273	D
Class B common stock								76,210,742	I	See Footnote(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	05/07/2026		M			250,000	(1)	(1)	Class B common stock	250,000	$0.0000	4,250,000	D

Explanation of Responses:

1. The shares identified in Table I were issued on May 7, 2026, upon vesting of an installment of Restricted Stock Units ("RSUs") identified in Table II, which were initially granted on August 7, 2025 and generally vest in equal quarterly installments over a five-year period. On May 7, 2026, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.76 per share.

2. Includes shares acquired periodically pursuant to a dividend reinvestment program meeting the requirements of Rule 16a-11.

3. These shares were withheld by the Issuer to satisfy tax liability incident to the vesting of, and delivery of shares underlying, the RSUs, and were not actually sold or otherwise disposed of in an open-market transaction.

4. By Skydance Entertainment Group, LLC, of which Mr. Ellison is the manager.

	/s/ Stephanie Kyoko McKinnon, Attorney-in-Fact	05/11/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Paramount Skydance (PSKY) CEO David Ellison report in this Form 4?

David Ellison reported the vesting of 250,000 Restricted Stock Units into Class B common stock. The event reflects a scheduled equity compensation milestone and includes related tax-withholding activity, rather than an open-market purchase or sale of Paramount Skydance (PSKY) shares.

How many Paramount Skydance (PSKY) shares vested for David Ellison?

An installment of 250,000 Restricted Stock Units vested into Paramount Skydance Class B common stock. These RSUs were part of an award initially granted on August 7, 2025, which generally vests in equal quarterly installments over a five-year period.

Were any of David Ellison’s PSKY shares sold on the open market?

No open-market sale is shown. 127,200 Class B shares were withheld by the issuer to satisfy tax liabilities tied to RSU vesting, which the filing specifies were not sold or otherwise disposed of in an open-market transaction.

What price is referenced for Paramount Skydance (PSKY) shares in this filing?

The filing notes a reference price of $10.76 per share, which was the closing price of Paramount Skydance Class B common stock on The NASDAQ Global Select Market on May 7, 2026, the RSU vesting date used for tax-withholding calculations.

How many Paramount Skydance (PSKY) shares does David Ellison hold after these transactions?

After the reported transactions, David Ellison held 384,273 Class B shares directly. He also reported indirect ownership of 76,210,742 Class B shares through Skydance Entertainment Group, LLC, where he is described as the manager.

What is the nature of David Ellison’s indirect PSKY holdings?

Indirect holdings are reported as being held by Skydance Entertainment Group, LLC. A footnote states these shares are held by that entity, of which David Ellison is the manager, providing context on how a large block of Class B shares is owned.