UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
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Warner Bros. Discovery, Inc.
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Paramount Skydance Corporation
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Filed by Paramount Skydance Corporation
Pursuant to Rule 14a-12 under the
Securities and Exchange Act of 1934, as
amended
Subject Company: Warner Bros. Discovery,
Inc.
Commission File No.: 001-34177
Date: March 30, 2026
The following is a transcript of a discussion between David Ellison,
chief executive officer of Paramount Skydance Corporation, and Gerry Cardinale at the FII Priority Summit.
FII Priority Summit
David Ellison and Gerry Cardinale
March 27, 2026
David Ellison: Just genuinely thank you so much
for having me. So, my journey in media started 16 years ago, when actually really before that, I mean, I went to film school at USC. So,
this has been a life's passion for me. But early on, I had the benefit of some truly incredible mentors. My first job was actually working
for my father, where I actually built Oracle's website when I was a teenager, which was not the normal summer job, but incredibly educational.
And then had the privilege of getting to watch Steve Jobs built Pixar and David Geffen built DreamWorks. And what became really apparent
with kind of a foot in Hollywood and a foot in Silicon Valley, and this is back in 2010, mind you, was that this bridge was going to get
built between Silicon Valley and Hollywood, and that was going to disrupt the ecosystem as we knew it. And we thought with Skydance we
could build a pure play content engine to really be the tip of the spear of that disruption and really build a next generation studio.
You know, over the 15-year journey of basically building Skydance, we started as a motion picture company, then a television studio, an
animation studio, an interactive, and ultimately built to a business that was worth, you know, $4.75 billion and put us in the position
to be able to merge with and acquire Paramount.
Gerry Cardinale: Well, you know, I've been investing in the media, the entertainment industries for 35 years, but I always shied
away from going headfirst into this part of Hollywood. And it really wasn’t until I met you seven years ago that I got off the dime
to have the conviction to make that investment. You know, what I saw with you was sort of the vision that you had even seven years ago,
eight years into building Skydance. The way you articulated, you know, what was coming, your passion for the talent and the content creators.
I mean, you really love storytelling. You went to USC film school, you turned down Harvard, you turned down Stanford. And, you know, that
genuine, you know, love of Hollywood is what stuck with me. But the other thing that stuck with me was the way you, as a family owner
operator, approach the business. And I think in Hollywood, that's a huge competitive advantage. Maybe talk a little bit about how, you
know, your background and the way you guys, the way your families approach building Oracle, then the way you approach building Skydance
to get to this point, how that's informed, you know, your decisions.
Ellison: No, no, absolutely. So, it's a... Look, I think when you look at the moment in time that we find ourselves in, you really
need to do, I'd say, three things to be really successful. One is you need to be able to win in the content space. And fundamentally,
you know, that goes back to literally the very, very beginning at Skydance. And we were fortunate enough to get to make a movie called
True Grit. People really questioned it. It had been about a decade since a Western had worked. But we loved the script. We believe
in the Coen brothers. And it went on to become the most successful Western in the history of cinema at the time. It got nominated for
10 Academy Awards. And then similarly on that kind of quality is the best business plan, we partnered with Tom Cruise and J.J.
Abrams and Brad Bird on Mission Impossible: Ghost Protocol the following year. Now, Mission 3, if you go back to that period
of time, was actually not as successful as the previous one. But we really thought if you said we're going to aim high, we're going to
say quality is the best business plan and really focus on the story above all else, we really believed anything was possible. We were
thankful that that film went on to become the most successful in the franchise and was the most successful actually spy genre film in
the history of cinema at the time when it came out. So going all the way back to our roots, we really believe in that requirement of you
have to aim high and you really need to be able to win in content today. But in addition to that, which is really new given how successful
of a job Silicon Valley has done pushing into Hollywood and how distribution has been disrupted is That for the first time is only part
of the equation. What you also need to be able to do is actually build differentiated tech products, differentiated platforms to really
be able to compete with the Netflixes and YouTubes of the world and the best and brightest that are coming out of Silicon Valley. And
we really do think it's that combination of art and technology really working hand in hand together, which really goes back to the core
thematics of how we built Skydance, what Pixar was built on. You know, John Lasseter and Steve Jobs had this great quote, which is, “Art
challenges the technology, technology inspires the art,” and it's this phenomenal feedback loop. And I think to really be in a position
to win today and to be successful, you need to understand how those two things work together and actually make sure that you have the
appropriate talent inside of the organization to be able to kind of transition to the future. So that's one of the things we're really
excited. We're doing that at Paramount now. We're excited to do that with the combined company when we get to closing. The other thing
which I think is really important is being an owner-operator. We're very proud that we were the largest shareholders in Skydance. We're
the largest shareholders in Paramount, and we will be the largest shareholders of the combined Paramount-Warner Bros. Discovery when that
deal closes. And what that does is make sure that all of the incentives are aligned for really long, long, long term success. And you
make decisions not for two quarters from now, but from five years from now to make sure that you have something that really stands the
test of time for centuries to come. And that's what we're excited about. That's what we're motivated about doing. And, you know, we're
six months in and thrilled with the way it's going.
Cardinale: You know, that was one of the things that struck me. Going back seven years, which is the technology background and
the technological sophistication that you had, you saw technology by virtue of your background, you know, as something you could harness
for the benefit of content creators and the overall Hollywood value chain. You know, one of the things that struck me is that Silicon
Valley and Hollywood don't really talk to each other. And I think what, you know, we've been engaged in in the last three years with Paramount
and, you know, hopefully with now with Warner Bros. It really is, for me, the pace car for where Hollywood can go and should go. Everybody
says that, you know, content really has the chance to, you know, maximize its potential. In today's world where technology is disintermediating,
it's disrupting it. And if you can bring those two things together, it's going to near to the benefit of everybody in the value chain,
not only the talent and the content creators, but also consumers.
Ellison: No, no, no, absolutely. I mean, look, I mean, one of the most relevant subject matters to that is really artificial intelligence
right now and everyone's talking about how is AI actually going to impact content creation and I actually look at it as an incredible
boon for the industry and think it's actually going to, it's absolutely going to impact media in multiple ways. But I really do think
it's an incredible tool for artists, it's a phenomenal tool for the creative community, and going back to one of the kind of core principles
of Pixar was always ‘be wrong as fast as possible.’ You get to make a movie kind of eight times, you make an animated movie.
You then get to kind of preview it a few times. And then at that point in time, you're kind of effectively at the point where you have
to be done. The thing that I think you're going to see enable basically what artificial intelligence and these model-based kind of GPU
pipelines that are in the process of being created are going to allow for is to actually help you tell better stories because you're going
to be able to iterate faster. If you can make the movie 15 times, 20 times, get that audience feedback, you're going to be able to tell
better stories that entertain your audience. So, I mean, that's one of the manners that we're really excited about. When you start talking
about on-platform, the way frontier models will actually work with more traditional machine learning to make sure that search, recc, and
discovery on-platform are more effective. You can get better at personalization. It's going to really improve your direct-to-consumer
service. And then when you look at the transition that we're about to embark on, you know, it will have taken us… we're in the
process of basically converging Paramount+, BET Plus and Pluto all into one unified tech stack. We're going to finish that second quarter
of this year. That'll be about an 18-month journey from start to finish. When you actually start applying some of this frontier technology
towards that and doing things basically agentically, you can dramatically reduce that time period. And so, I think it's going to help
you from an efficiency standpoint. It's going to help you tell better stories. And it's really going to be a transformative tool for the
creative community that we're kind of fully embracing and very excited about.
Cardinale: You know, I remember a few years ago when we started to look at the possibility of Paramount. You said something to
me that has stuck with me ever since, and I keep repeating it to my guys. You said to me, you know, what's interesting about Paramount
is it's a $30 billion revenue company, and it doesn't have an enterprise software solution. And I kind of chuckled to myself, and I said,
who else in Hollywood talks like that? And that gave me the conviction for the path that we're on. Now, I would say that we've seen this
before in other industries and cycles and we've seen it frankly in in the on-prem database industries with Oracle, we've seen it in the
music industry, maybe talk about that a bit because you know we're a certain extent we're trailblazing here in the Hollywood context and
if you dial it back out in the more macro context you know we're on a pathway that has been proven to be successful.
Ellison: So look, I think pattern recognition is incredibly important and I look at what's going on in media right now as to very
similar to this time period in legacy tech and this time period really in the music business when it was really disrupted by digital distribution.
So, I'll go to the one that we had the privilege of living in. My father deserves all the credit in the world for this, but if you go
back 10 years ago, legacy tech was really being disrupted. And I kind of define that as, you know, Oracle, Microsoft, HP, IBM, Intel,
all had to either disrupt their own businesses or be disrupted. The journey that Oracle went on is it was a predominantly, basically,
on-prem database company that needed to transition to cloud and SaaS. And everybody said that that wasn't possible. They said it was too
late. There were a bunch of... not fun articles that were written back during that period of time. And we really believed that it was
possible. And, you know, the company told its story to Wall Street for about a year. People questioned it. And we used that opportunity
and the company started buying back stock. We invested more. The family's ownership went from 25% to 42%. And, you know, when you look
at it now, it's obviously the significant multiple of where we invested today. We really see the same thing taking place today in media
where, you know, the actual pie for storytelling and the desire for the audience is only growing. It's really how you're getting that
storytelling and how you're receiving it is being disrupted. And so, from that standpoint, by putting these two businesses together, you
dramatically accelerate that transition from really the cable business to direct-to-consumer. And when that occurred in tech, you got
to record-high valuations. When this occurred in the music business, if you go back to when Len Blavatnik bought Warner Music and everything
Lucian Grainge did with Universal, you saw multiple compressions, you saw reductions, they made bold moves. And not only did they accelerate
back to the EBITDA mean of where they were trading, they actually went to highs above that. And I think you're seeing that exact same
thing take place now in the media sector, which is what gives us so much confidence about where we're going to be five years from now.
Cardinale: Yeah, look, I think that re-rating that you talked about on a multiple basis also is tied to you know the other attribute
to being an owner/operator which is a an important north star in our activities is real cash flow generation. Yeah, you know, cash flow
is you know an important aspect to making sure that we're continuing to reinvest back into content creation you know we closed on Paramount
in August we started the process for Warner Bros., you know in September/October. And yet, you know, in the short track record that we've
had with Paramount, I think you've shown an ability to execute, shown an ability to, you know, realize the synergies that we've articulated,
if not, all of our performance and to harvest great cash flow to put back into the business. You know, talk about a little bit about that
cash flow profile from an owner operator standpoint.
Ellison: No, absolutely. I'll start with Paramount. And when we acquired the company, we announced, you know, $2 billion of runway
synergies at signing. and then $3 billion plus on the last earnings call, really just by operating the company more efficiently. We'll
actually achieve $2.5B by the end of the year. So, we'll obviously significantly exceed what we initially projected. But what I think
doesn't get talked about enough is we did that while significantly investing into the future to be able to grow the business. And the
last six months since we've been at Paramount, we've taken the film slate from eight films when we bought the company to 16 movies that
will be released this year exclusively in theaters. We've greenlit 11 shows to grow Paramount+. We brought the UFC onto our platform,
[UEFA] Champions League. We've invested significantly in content. So, I think this narrative of you can't operate the company more efficiently
by growing is actually a false one. You absolutely can do that. And as we look forward to Warner Bros., yes, there are the efficiencies
and the ability to operate the company more efficiently, which dramatically increases cash flow. And when you look at the combined company
on a 2026 basis synergized, you're talking about a business that generates $69 billion in revenue, $18 billion of EBITDA, and well north
of $10 billion in cash flow. And that's while investing over $30 billion in content. To contextualize that, Disney invests $22 billion
and Netflix is $20 billion. So, we will actually be in a position where we're investing more than our peers, which is great for jobs,
it's great for the creative community, it creates more competition, it builds another incredibly robust service, which is really good
for the consumer and obviously providing choice. And so again, continuing that thematic of really art and technology working together,
improving the operations to really generate cash flow, but also while investing for growth are all things that we can do simultaneously.
Cardinale: Well, I'm being told we have to wrap up,
but I would say that, you know, your friend Tom Cruise saved Hollywood during COVID. And I’ve got to tell you, it's a privilege
working with you and watching what you're doing for Hollywood in this next phase.
Ellison: It's such a pleasure. Again, it's a pleasure to be here. Thank you so much.
This communication may be deemed to be solicitation material in respect
of the proposed acquisition of Warner Bros. Discovery, Inc. (“WBD”) by Paramount Skydance Corporation (“Paramount”).
In connection with the proposed transaction, on March 26, 2026 WBD filed a definitive proxy statement with the Securities and Exchange
Commission (the “SEC”). INVESTORS AND STOCKHOLDERS OF WBD ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC,
INCLUDING WBD’S PROXY STATEMENT (WHEN IT IS AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and stockholders of WBD are or will be able to obtain these documents
(when they are available) free of charge from the SEC’s website at www.sec.gov, or free of charge from WBD under the “SEC
Filings” section of WBD’s website at https://ir.wbd.com.
Paramount and WBD and certain of their respective directors and executive
officers, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from security holders of WBD
in connection with the proposed transaction. Information about the directors and executive officers of Paramount is set forth in its
Current Reports on Form 8-K filed with the SEC on August 7, 2025, September 16, 2025 and January 14, 2026 and in its Annual Report on
Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026. Information about WBD’s directors and
executive officers is available in its definitive proxy statement filed with the SEC on April 23, 2025, under the heading “Proposal
1: Election of Directors,” and in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February
27, 2026, under the heading “Executive Officers of Warner Bros. Discovery, Inc.” To the extent holdings of WBD’s securities
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Cautionary Note Concerning Forward-Looking Statements
This communication contains “forward-looking statements”
regarding the potential acquisition of WBD. The reader is cautioned not to rely on these forward-looking statements. These statements
are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties
materialize, actual results could vary materially from the expectations and projections of Paramount or WBD. Risks and uncertainties
include, but are not limited to: the risk that the closing conditions for the acquisition will not be satisfied, including the risk that
clearances under applicable antitrust or regulatory laws will not be obtained; uncertainty as to the percentage of WBD stockholders that
will vote to approve the proposed transaction at the applicable WBD stockholder meeting; the possibility that the transaction will not
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relating to the transaction, including resulting expense or delay; the potential that the expected benefits and opportunities of the
acquisition, if completed, may not be realized or may take longer to realize than expected; risks related to Paramount’s streaming
business; the adverse impact on Paramount’s advertising revenues as a result of changes in consumer behavior, advertising market
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to Paramount’s reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including
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talent; disruptions to Paramount’s operations as a result of labor disputes; risks and costs associated with the integration of,
and Paramount’s ability to integrate, the businesses of Paramount Global and Skydance Media, LLC successfully and to achieve anticipated
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common stock or business; risks related to a private sale of a controlling interest in Paramount, including that Paramount’s stockholders
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to the control of a presently unknown third party; risks associated with Paramount’s status as a “controlled company”
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in Paramount’s Charter could permit certain persons to pursue competitive opportunities that might otherwise be available to Paramount;
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the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount’s Annual Report on Form
10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, including in the sections captioned “Cautionary
Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” and Paramount’s subsequent filings with
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including in the section captioned “Item 1A. Risk Factors,” and WBD’s subsequent filings with the SEC. Copies of these
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on request from Paramount or WBD. Neither Paramount nor WBD undertakes to update any forward-looking statement as a result of new information
or future events or developments, except as required by law.
