Paramount Skydance Corp (PSKY) SEC Filings, Jan-Feb 2026

Paramount Skydance Corp’s CEO David Ellison reported equity compensation activity involving Class B common stock of PSKY. On February 7, 2026, 250,000 shares of Class B common stock were issued at $0 upon vesting of Restricted Stock Units previously granted on August 7, 2025.

On the same date, 112,996 Class B shares were withheld at $10.56 per share to cover tax obligations tied to the RSU vesting, leaving Ellison with 260,415 Class B shares held directly. He also reports indirect beneficial ownership of 76,210,742 Class B shares held by Skydance Entertainment Group, LLC, of which he is the manager, and 4,500,000 RSUs remaining directly beneficially owned.

Paramount Skydance Corporation filed an 8-K describing an enhanced, revised offer to acquire all outstanding Series A common shares of Warner Bros. Discovery for $30.00 per share in cash via an amended tender offer. Paramount positions this as superior to Warner Bros. Discovery’s existing merger agreement with Netflix, which it says provides a cash range of $21.23 to $27.75 per share plus equity in a new entity called Discovery Global.

Paramount outlines a detailed financing plan totaling $101.0 billion, including $77.8 billion for equity purchase, $15.4 billion to refinance a bridge loan, $2.8 billion to fund a break fee to Netflix, and $5.0 billion of minimum cash at closing. Sources include $43.6 billion of equity funding from the Ellison family and RedBird Capital Partners, $38.6 billion of new transaction debt, $15.4 billion of WBD bridge loan refinancing and $3.5 billion from the combined balance sheet.

Paramount reports progress on regulatory reviews, including certifying compliance on February 9, 2026 with a Department of Justice Second Request, which starts a 10-day waiting period, and noting prior foreign investment clearance in Germany on January 27, 2026. The tender offer has been extended to March 2, 2026, with 42,345,815 Warner Bros. Discovery shares reported as validly tendered and not withdrawn as of 5:00 p.m. New York City time on February 9, 2026. Paramount also confirms it will solicit proxies from Warner Bros. Discovery shareholders to vote against the Netflix transaction at an upcoming special meeting.

Paramount Skydance Corporation and its subsidiary Prince Sub are asking Warner Bros. Discovery stockholders to vote against three special meeting proposals that would approve a cash-and-stock sale to Netflix and related steps. They argue their all-cash tender offer of $30.00 per share is higher and more certain than the Netflix structure, where Warner Bros. stockholders would receive up to $27.75 in cash subject to a net debt adjustment and shares of a spun-off Global Linear Networks business whose value is uncertain and highly leveraged. Paramount highlights valuation work cited by Warner Bros.’ own advisors showing potential Global Linear Networks equity value as low as $0.72 per share, and notes the Netflix cash consideration could fall to $21.23 per share depending on how much debt Warner Bros. allocates to Global Linear Networks. Paramount also emphasizes its signed debt commitments, a full equity backstop from the Ellison family and partners, and broader regulatory commitments, claiming a clearer path to closing than Netflix. The filing details a timeline of Paramount’s increasing bids from $19.00 to $30.00 per share, its view that the Warner Bros. board favored Netflix, and informs stockholders that voting against the Netflix merger is a condition to Paramount’s offer and a prerequisite to exercising appraisal rights.

Paramount Skydance Corporation filed a current report describing two key steps in its effort to acquire Warner Bros. Discovery, Inc. (WBD). The company issued a press release announcing that it has amended and extended its tender offer for all outstanding shares of WBD’s Series A Common Stock. At the same time, Paramount Skydance filed a preliminary proxy statement to solicit proxies against the contemplated merger between WBD and Netflix, Inc. and related proposals for the WBD stockholder special meeting.

The filing also outlines extensive forward-looking statement disclaimers, highlighting uncertainties around the tender offer, any potential transaction with WBD, required stockholder and regulatory approvals, proposed financing and indebtedness for a combined company, and the challenges of integrating WBD with Paramount. It explains that the tender offer is being made under a previously filed Schedule TO and that a Special Meeting Preliminary Proxy Statement has been filed for the “Netflix Merger Solicitation,” with additional proxy materials expected. The report identifies Paramount, its subsidiary Prince Sub Inc., certain directors and officers, and specified investors as participants in the solicitation.

Paramount Skydance Corp Chief Financial Officer Dennis Cinelli reported a significant equity compensation event. On January 15, 2026, he received 3,750,000 restricted stock units (RSUs), each representing a right to receive one share of Class B common stock at an exercise price of $0.0000. These RSUs generally vest in equal quarterly installments over a 5-year period starting January 15, 2026.

On the same date, 6,062 RSUs vested, resulting in the issuance of 6,062 shares of Class B common stock at $0 per share, leaving Cinelli with 6,062 Class B shares directly owned after the transaction. These vested units came from a prior grant of 17,989 RSUs made on September 12, 2025, of which 11,927 RSUs were forfeited and did not vest. The closing price of the Class B common stock on The NASDAQ Global Select Market on January 15, 2026 was $11.83 per share.

Paramount Skydance Corp director Andrew Campion received a grant of 17,433 restricted stock units on January 13, 2026. The units were granted under the company’s equity incentive plan for no cash consideration.

Each restricted stock unit represents a contingent right to receive one share of Paramount Skydance Class B common stock. The grant vests on the earlier of the first anniversary of the grant date or the date of the next annual meeting of stockholders, aligning the director’s compensation with shareholder interests over that period.

Paramount Skydance Corp director Andrew Campion filed an initial ownership report showing no securities in the company. The Form 3 indicates that as of the 01/13/2026 event date, he did not beneficially own any Paramount Skydance common stock or derivative securities.

Paramount Skydance Corporation appointed Dennis Cinelli as Chief Financial Officer effective January 15, 2026, and adjusted several leadership roles. Cinelli, a former executive at Scale AI, Uber and GE, will have a five-year employment term with a base salary of $2,625,000 and a target annual bonus of $1,125,000. He will receive 3,750,000 restricted stock units in Class B common stock that vest quarterly over five years, a $500,000 cash signing bonus subject to one-year clawback, and up to $500,000 of relocation reimbursement, plus severance protections worth two times salary and target bonus upon certain terminations.

Cinelli resigned from the Board and Audit Committee, and Andrew Campion joined the Board and Audit Committee with an initial grant of 17,433 restricted stock units under the non-employee director program. Interim CFO Andrew Warren will move to a Strategic Advisor role as part of the transition.

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.