Paramount Skydance EVP reports RSU vesting and tax-withheld shares

Rhea-AI Filing Summary

Warren Andrew, EVP and Interim CFO of Paramount Skydance Corp (PSKY), reported vested restricted share units and related share withholding on August 26, 2025. The first of three equal annual RSU installments granted on August 26, 2024 vested into 58,841 Class B shares issued for no cash consideration. Simultaneously the issuer withheld 29,610 shares to satisfy tax withholding at a closing market price of $15.84 per share on that date. After these transactions the filing reports beneficial ownership of 29,231 Class B shares directly held. The Form 4 was signed by an attorney-in-fact on August 28, 2025.

Positive

• RSUs vested under the company long-term incentive plan, indicating compensation alignment with shareholder interests
• Shares issued for no cash consideration (standard equity settlement of RSUs)

Negative

• 29,610 shares withheld to satisfy tax obligations, reducing the insider's immediately available shareholding

Insights

Financial Analyst

TL;DR: Insider received vested RSUs and had shares withheld for taxes; modest direct holding remains—routine compensation event, limited market impact.

The filing documents a scheduled vesting of RSUs rather than an open-market sale, meaning the insider received equity compensation under the long-term incentive plan. 58,841 shares vested and 29,610 shares were withheld to satisfy tax obligations at a reported closing price of $15.84. This reduces the insider's immediate liquid share supply and leaves 29,231 shares beneficially owned directly. For investors, this is a compensation-related disclosure with no indication of opportunistic selling or change in control.

Corporate Governance Expert

TL;DR: Vesting and tax withholding follow standard executive compensation procedures; documentation and signature by attorney-in-fact are in order.

The transactions reflect standard administration of equity awards granted under the issuer's long-term incentive plan: RSUs granted on 08/26/2024 vested on 08/26/2025 and were settled into Class B shares with a portion withheld for taxes. The Form 4 identifies the reporting person as an officer (EVP, Interim CFO) and is filed individually. The filing appears compliant and does not allege any atypical arrangements or departures from typical plan terms.

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^*

Warren Andrew

(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)
	EVP, Interim CFO

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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	08/26/2025		M		58,841(1)	A	$0(1)	58,841	D
Class B common stock	08/26/2025		F		29,610(2)	D	$15.84	29,231	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 Share Units(3)	(1)	08/26/2025		M			58,841	08/26/2025(1)	(1)	Class B common stock	58,841	$0.0000(3)	117,681	D

Explanation of Responses:

1. The shares identified in Table I were issued on August 26, 2025, upon vesting of the first of three equal annual installments of the Restricted Share Units ("RSUs") identified in Table II, which were initially granted on August 26, 2024. On August 26, 2025, the closing price of the Class B common stock on The NASDAQ Global Select Market was $15.84 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.

Remarks:

warren-poa073125.txt

	/s/ Stephanie Kyoko McKinnon, Attorney-in-Fact	08/28/2025
	** 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.
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FAQ

How many shares vested for Warren Andrew on 08/26/2025 (PSKY)?

A total of 58,841 Class B shares vested on 08/26/2025 as the first of three equal annual RSU installments.

Why were 29,610 PSKY shares withheld and were they sold?

The issuer withheld 29,610 shares to satisfy tax withholding related to RSU vesting; the filing states these shares were withheld and were not sold in the open market.

What was the closing price used for the withholding on 08/26/2025?

The closing price of PSKY Class B common stock on 08/26/2025 was reported as $15.84 per share.

How many PSKY shares does Warren Andrew beneficially own after the transaction?

The Form 4 reports 29,231 Class B shares beneficially owned following the reported transactions.

When were the RSUs originally granted?

The underlying RSUs were originally granted on 08/26/2024.