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Paramount Skydance Corporation approved a charter amendment increasing authorized Class B common shares from 5.5 billion to 7.0 billion and allowing dividends on Class B without matching Class A dividends, with prior consent of all Class A holders. The company describes funding plans for its proposed acquisition of Warner Bros. Discovery at $31 per share, backed by a guarantee from the Ellison Parties and large private investments in Class B stock. Ellison-affiliated entities and RedBird have syndicated their subscription rights to major institutional investors through an equity syndication that will issue new, non-voting Class B shares while Ellison and RedBird retain 100% of voting Class A shares. Paramount Skydance will also distribute 10‑year tradable warrants as a dividend to Class B shareholders, replacing a previously planned rights offering at $16.02 per share, with each warrant initially exercisable at the syndication purchase price and callable if the stock closes at or above $30.00 for 20 of 30 days after the third anniversary.
Gill Charest Katherine reported acquisition or exercise transactions in this Form 4 filing.
Paramount Skydance Corp executive Katherine Gill Charest, EVP, Controller & CAO, reported receiving a grant of 95,628 Restricted Stock Units. These RSUs were awarded at no cash cost and are scheduled to vest in equal quarterly installments over a three-year period beginning on March 2, 2026.
Paramount Skydance Corp EVP, Controller & CAO Katherine Gill Charest reported multiple equity award vestings and related share issuances. On February 28, 2026 and March 1, 2026, Restricted Stock Units converted into shares of Class B common stock at a stated price of $13.51 per share for valuation purposes.
To cover tax liabilities from these RSU vestings, the company withheld 22,906 and 3,588 Class B shares, respectively, at $13.51 per share; the filing notes these were not open‑market sales but tax-withholding dispositions. After these transactions, Charest directly holds 68,584 Class B shares and indirectly holds 420 shares through a 401(k) plan.
Paramount Skydance Corp director Barbara M. Byrne acquired 34 shares of Class B common stock as a grant tied to dividend equivalents on previously vested restricted stock units. The shares were reinvested on March 1, 2026 at no cost and their receipt was deferred. After this award, she beneficially owns 44,186 Class B shares. The footnote notes that on February 27, 2026, the closing price of the Class B common stock on The NASDAQ Global Select Market was $13.51 per share.
Paramount Skydance Corporation agreed to acquire Warner Bros. Discovery in an all‑cash merger valuing WBD at $31.00 per share, plus a daily “ticking” fee of $0.00277778 per share if closing occurs after September 30, 2026. The deal values WBD at about $81 billion in equity and $110 billion in enterprise value and is unanimously approved by both boards, with WBD stockholders still required to vote.
Paramount expects more than $6 billion of cost synergies, and projects net debt-to-EBITDA of 4.3x on a fully synergized basis with a stated goal of returning to investment‑grade metrics within three years. Financing combines $47 billion of new Class B equity at $16.02 per share, fully backed by the Ellison family and RedBird, a rights offering of up to $3.25 billion, and $54 billion of 364‑day bridge and $3.5 billion of revolving debt commitments.
The Ellison trust guarantees up to $45.72 billion of merger consideration plus key fees, and has signed a PIPE subscription of up to $46.72 billion, alongside $250 million from RedBird. The agreement carries heavy break fees, including a $3 billion company termination fee payable by WBD in certain competing‑bid scenarios and a $7 billion regulatory termination fee payable by Paramount if antitrust or regulatory obstacles ultimately block closing.
Paramount Skydance Corporation files its annual report as a newly combined global media and entertainment company owning brands such as Paramount Pictures, CBS, Nickelodeon, MTV, BET, Paramount+ and Pluto TV. It now operates through TV Media, Direct-to-Consumer and studio-focused segments.
The company is pursuing a major cash tender offer for all outstanding Warner Bros. Discovery Series A shares, initially at $30.00 per share and later revised to $31.00 per share, with a ticking fee of $0.25 per share per quarter after September 30, 2026, and prepayment of a $2.8 billion termination fee owed by Warner Bros. to Netflix. It has secured commitments for up to $57.5 billion of debt financing and $46.6 billion of equity commitments.
The report details the August 2025 Skydance transactions that made Paramount Global and Skydance wholly owned subsidiaries and left Harbor Lights, controlled by the Ellison family, holding 100% of Class A voting stock. Class B shares (ticker PSKY) are non‑voting.
Key risks include intense streaming and advertising competition, shifts away from linear TV, regulatory and data‑privacy obligations, cybersecurity threats, large potential content impairments, complex global tax and legal exposure, and execution risks integrating Paramount Global and Skydance while pursuing the Warner Bros. offer.
Paramount Skydance Corporation furnished a shareholder letter outlining Q4 2025 results, 2026 guidance, and a proposed acquisition of Warner Bros. Discovery. Q4 2025 revenue was $8.148 billion with adjusted OIBDA of $612 million, while the company reported a net loss attributable to the parent of $573 million.
Direct-to-consumer revenue grew 10% year over year in Q4, and Paramount+ ended 2025 with 79 million paid subscribers and Q4 revenue of $1.837 billion. For 2026, management expects total revenue of $30 billion (about 4% growth) and adjusted EBITDA of $3.8 billion, driven primarily by streaming.
The company targets at least $3 billion in efficiencies through 2027 and expects more than $2.5 billion in run-rate efficiencies by the end of 2026. It ended 2025 with $3.3 billion in cash and $13.7 billion in gross debt, and aims to regain investment-grade credit metrics by the end of 2027.
Paramount Skydance Corporation reports that the 10-day Hart-Scott-Rodino antitrust waiting period for its all-cash offer to acquire all shares of Warner Bros. Discovery, Inc. (WBD) expired on February 19, 2026 at 11:59 p.m. Eastern Time. This expiration means there is no statutory U.S. antitrust impediment to closing the proposed acquisition.
The transaction is still contingent on a definitive merger agreement with WBD, shareholder approvals and regulatory clearances in other jurisdictions. Paramount notes it is continuing constructive engagement with global antitrust and other regulators and has already obtained clearance from German foreign investment authorities on January 27, 2026.
Paramount Skydance Corp director Barbara M. Byrne acquired 118 shares of Class B common stock through dividend-equivalent reinvestment. These shares relate to dividend equivalents on previously vested restricted stock units and were reinvested in Class B stock on February 15, 2026. Following this award, Byrne directly holds 44,152 Class B shares, including shares periodically acquired under a dividend reinvestment program that meets Rule 16a-11 requirements. The dividend equivalents were valued using the February 13, 2026 NASDAQ Global Select Market closing price of $10.32 per share.
Paramount Skydance Corp President and director Jeff Shell reported RSU vesting and related share withholding. On February 7, 2026, an installment of 250,000 Restricted Stock Units vested, converting into Class B common stock at an exercise price of $0.
To cover tax liabilities tied to this vesting, 116,671 Class B shares were withheld by the company rather than sold in the market at a reference closing price of $10.56 per share on February 6, 2026. Following these transactions, Shell directly owned 266,825 Class B common shares and 4,500,000 RSUs.