RSU vesting and tax withholding at Paramount Skydance (NASDAQ: PSKY)

Rhea-AI Filing Summary

Paramount Skydance Corp’s Chief Legal Officer, Makan Delrahim, reported the vesting of 150,000 Restricted Stock Units on January 6, 2026, which converted into 150,000 shares of Class B common stock for no cash exercise price. Of these shares, 64,521 were withheld by the company to cover taxes related to the RSU vesting and share delivery, rather than being sold in the open market, leaving 85,479 Class B shares directly held afterward.

The RSUs were originally granted on October 6, 2025 under the company’s long-term incentive plan and generally vest in equal quarterly installments over five years. Following this transaction, Delrahim held 2,850,000 RSUs directly, each corresponding to Class B common stock, and the closing market price on the vesting date was $12.50 per share.

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?

On January 6, 2026, PSKY’s Chief Legal Officer, Makan Delrahim, reported the vesting of 150,000 Restricted Stock Units that became shares of Class B common stock at an exercise price of $0.00.

Were Paramount Skydance (PSKY) shares sold in the open market?

No. 64,521 Class B shares were withheld by the issuer to satisfy tax liabilities tied to the RSU vesting and delivery, and were not sold or otherwise disposed of in an open-market transaction.

How many Paramount Skydance Class B shares does the insider hold after this Form 4?

After the reported transactions, Makan Delrahim directly held 85,479 shares of Paramount Skydance Class B common stock.

What is the vesting schedule for the reported PSKY Restricted Stock Units?

The RSUs were initially granted on October 6, 2025 and generally vest in equal quarterly installments over a five-year period.

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

Following the January 6, 2026 transaction, Makan Delrahim directly held 2,850,000 Restricted Stock Units, each tied to Class B common stock.

What was the PSKY share price on the RSU vesting date?

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.

Under what plan were the Paramount Skydance RSUs granted?

The Restricted Stock Units were granted under the company’s long-term incentive plan for no cash consideration.