Ellison’s PSKY RSUs vest as Paramount Skydance (PSKY) withholds shares for taxes

Rhea-AI Filing Summary

Paramount Skydance Corp’s CEO David Ellison reported equity compensation activity involving Class B common stock of PSKY. On February 7, 2026, 250,000 shares of Class B common stock were issued at $0 upon vesting of Restricted Stock Units previously granted on August 7, 2025.

On the same date, 112,996 Class B shares were withheld at $10.56 per share to cover tax obligations tied to the RSU vesting, leaving Ellison with 260,415 Class B shares held directly. He also reports indirect beneficial ownership of 76,210,742 Class B shares held by Skydance Entertainment Group, LLC, of which he is the manager, and 4,500,000 RSUs remaining directly beneficially owned.

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

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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 NY 10036

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/07/2026

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

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

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

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	02/07/2026		M		250,000(1)	A	$0(1)	373,411(2)	D
Class B common stock	02/07/2026		F		112,996(3)	D	$10.56	260,415	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)	02/07/2026		M			250,000	(1)	(1)	Class B common stock	250,000	$0.0000	4,500,000	D

Explanation of Responses:

1. The shares identified in Table I were issued on February 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 February 6, 2026, the last business day preceding the date of vesting, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.56 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	02/10/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did PSKY CEO David Ellison report on February 7, 2026?

David Ellison reported the vesting of 250,000 Restricted Stock Units into Class B common stock at $0 per share. These RSUs were part of a grant from August 7, 2025 that generally vests in equal quarterly installments over five years.

How many PSKY Class B shares were withheld for taxes in Ellison’s Form 4?

The filing shows 112,996 Class B common shares were withheld by Paramount Skydance to satisfy tax liabilities from the RSU vesting. The footnote clarifies these shares were not sold in any open-market transaction but retained solely to cover taxes.

How many PSKY Class B shares does David Ellison own directly after this transaction?

After the reported transactions, David Ellison directly beneficially owns 260,415 shares of PSKY Class B common stock. This figure reflects the 250,000 newly vested shares minus the 112,996 shares withheld to cover tax obligations tied to the RSU vesting event.

What indirect PSKY ownership is reported through Skydance Entertainment Group, LLC?

The Form 4 reports indirect beneficial ownership of 76,210,742 PSKY Class B shares held by Skydance Entertainment Group, LLC. A footnote states this block is held by Skydance Entertainment Group, LLC, of which David Ellison is the manager, linking him to that large indirect position.

What are the key terms of David Ellison’s PSKY Restricted Stock Units?

The Restricted Stock Units were initially granted on August 7, 2025 and generally vest in equal quarterly installments over five years. Following the February 7, 2026 vesting of 250,000 units, Ellison reports beneficial ownership of 4,500,000 RSUs that remain outstanding and directly held.

What price was used in the PSKY Form 4 for the tax withholding shares?

For the 112,996 Class B shares withheld to cover taxes, the price used was $10.56 per share. The explanation notes this equals the closing price of PSKY Class B on The NASDAQ Global Select Market on February 6, 2026, the business day before vesting.

How does this PSKY Form 4 distinguish between direct and indirect ownership?

The Form 4 lists 260,415 PSKY Class B shares and 4,500,000 RSUs as directly owned by David Ellison. Separately, it lists 76,210,742 Class B shares as indirectly owned through Skydance Entertainment Group, LLC, specifically noting Ellison is the manager of that LLC.