Paramount Skydance (PSKY) COO nets shares from 200K RSU vest

Rhea-AI Filing Summary

Paramount Skydance Corp director and Chief Strategy Officer/COO Brandon-Gordon Andrew Mark reported RSU vesting and related tax withholding transactions. On February 7, 2026, 200,000 Class B common shares were issued at $0 upon vesting of Restricted Stock Units granted on August 7, 2025.

The RSUs generally vest in equal quarterly installments over five years. Of the vested shares, 87,556 were withheld by the company at a reference price of $10.56 per share to cover taxes, rather than sold in the market. After these transactions, he directly held 220,817 Class B shares and 3,600,000 RSUs.

Insider Trade Summary

200,000 shares exercised/converted

Mixed 3 txns

Insider Brandon-Gordon Andrew Mark

Role Chief Strategy Officer and COO

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	200,000	$0.00	--
Exercise	Class B common stock	200,000	$0.00	--
Tax Withholding	Class B common stock	87,556	$10.56	$925K

Holdings After Transaction: Restricted Stock Units — 3,600,000 shares (Direct); Class B common stock — 308,373 shares (Direct)

Footnotes (1)

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. 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.

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

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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^*

Brandon-Gordon Andrew Mark

(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 Strategy Officer and COO

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		200,000(1)	A	$0(1)	308,373	D
Class B common stock	02/07/2026		F		87,556(2)	D	$10.56	220,817	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	(1)	02/07/2026		M			200,000	(1)	(1)	Class B common stock	200,000	$0.0000	3,600,000	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. 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.

	/s/ Stephanie Kyoko McKinnon, Attorney-in-Fact	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Brandon-Gordon Andrew Mark report at Paramount Skydance (PSKY)?

Brandon-Gordon Andrew Mark reported vesting of 200,000 Restricted Stock Units into Class B common shares. The RSUs converted at $0 exercise price, reflecting previously granted equity compensation, rather than an open-market purchase, and increased his directly held Paramount Skydance stock position alongside existing RSU holdings.

How many Paramount Skydance (PSKY) shares were withheld for taxes in this Form 4?

Paramount Skydance withheld 87,556 Class B common shares to cover tax liabilities from the RSU vesting. These shares were not sold on the open market; they were retained by the issuer specifically to satisfy withholding obligations tied to the 200,000-share RSU conversion.

What is Brandon-Gordon Andrew Mark’s Paramount Skydance (PSKY) ownership after the reported transactions?

After the reported transactions, Brandon-Gordon Andrew Mark directly owned 220,817 shares of Class B common stock and 3,600,000 Restricted Stock Units. This reflects the net result of 200,000 shares issued upon vesting and 87,556 shares withheld by Paramount Skydance for related tax obligations.

At what price were Paramount Skydance (PSKY) RSUs valued around the vesting date?

The closing price of Paramount Skydance Class B common stock was $10.56 per share on February 6, 2026, the last business day before vesting. This price was referenced when calculating the value of shares withheld for taxes tied to the 200,000-share RSU vesting event.

How do Brandon-Gordon Andrew Mark’s Paramount Skydance (PSKY) RSUs vest over time?

The Restricted Stock Units were initially granted on August 7, 2025 and generally vest in equal quarterly installments over a five-year period. The 200,000 shares reported represent one such installment, illustrating the ongoing, scheduled equity vesting structure of his compensation package.

Did Brandon-Gordon Andrew Mark sell Paramount Skydance (PSKY) shares on the open market in this Form 4?

He did not sell shares on the open market in this filing. The 87,556 shares reported under transaction code “F” were withheld by Paramount Skydance solely to satisfy tax liabilities from RSU vesting, rather than being disposed of through public market transactions.