Paramount Skydance (NASDAQ: PSKY) CLO RSUs vest; shares withheld

Rhea-AI Filing Summary

Paramount Skydance Corp’s Chief Legal Officer, Delrahim Makan, reported vesting of 150,000 Restricted Stock Units on January 6, 2026, converting into 150,000 shares of Class B common stock at an exercise price of $0.00 under the company’s long-term incentive plan. These RSUs were part of a grant initially awarded on October 6, 2025, that generally vests in equal quarterly installments over five years.

On the same date, 64,521 Class B shares were withheld by the company at a reference price of $12.50 per share to cover tax obligations related to the vesting. The filing states these withheld shares were not sold in the open market. After these transactions, Makan directly holds 85,479 Class B common shares and 2,850,000 RSUs.

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^*

Delrahim Makan

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026

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	01/06/2026		M		150,000(1)	A	$0(1)	150,000	D
Class B common stock	01/06/2026		F		64,521(2)	D	$12.5	85,479	D

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(3)	(1)	01/06/2026		M			150,000	(1)	(1)	Class B common stock	150,000	$0.0000(3)	2,850,000	D

Explanation of Responses:

1. The shares identified in Table I were issued on January 6, 2026, upon vesting of an installment of Restricted Stock Units ("RSUs") identified in Table II, which were initially granted on October 6, 2025 and generally vest in equal quarterly installments over a five-year period. On January 6, 2026, the closing price of the Class B common stock on The NASDAQ Global Select Market was $12.50 per share.

2. 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.

3. Granted under the Issuer's long-term incentive plan for no consideration.

	/s/ Stephanie Kyoko McKinnon, Attorney-in-Fact	01/08/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did PSKY’s Chief Legal Officer report?

Delrahim Makan, Chief Legal Officer of Paramount Skydance Corp (PSKY), reported the vesting of 150,000 Restricted Stock Units (RSUs) on January 6, 2026, which converted into 150,000 shares of Class B common stock at an exercise price of $0.00 under the long-term incentive plan.

Were any Paramount Skydance (PSKY) shares actually sold in the market in this Form 4?

No. The filing explains that the 64,521 Class B shares reported with transaction code F were withheld by the issuer to satisfy tax liabilities related to the RSU vesting and were not sold or otherwise disposed of in an open-market transaction.

How many Paramount Skydance Class B shares does the insider own after this transaction?

After the reported transactions, Delrahim Makan directly owns 85,479 shares of Paramount Skydance Class B common stock, as shown in Table I of the filing.

How many Restricted Stock Units does the Paramount Skydance insider still hold?

Following the vesting of 150,000 RSUs, the Form 4 shows that Delrahim Makan continues to hold 2,850,000 Restricted Stock Units, each representing a right to receive one share of Class B common stock, granted for no consideration under the long-term incentive plan.

What price was used for tax withholding on the Paramount Skydance RSU vesting?

The explanation notes that on January 6, 2026, the closing price of Paramount Skydance Class B common stock on The NASDAQ Global Select Market was $12.50 per share, which is the price associated with the 64,521 withheld shares for tax purposes.

What is the vesting schedule for the reported Paramount Skydance RSUs?

The RSUs underlying this transaction were initially granted on October 6, 2025 and generally vest in equal quarterly installments over a five-year period, according to the explanation of responses in the filing.