UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 22, 2026
Paramount Skydance Corporation
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-42791 |
|
99-3917985 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification Number) |
1515 Broadway
New York, New York |
|
10036 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (212) 258-6000
Not Applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| x |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered |
| Class B Common Stock, $0.001 par value |
|
PSKY |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
On January 22, 2026, Paramount Skydance Corporation issued a press
release (the “Press Release”) announcing the amendment and extension of its tender offer for all of the outstanding shares
of Series A Common Stock, par value $0.01 per share, of Warner Bros. Discovery, Inc. and announcing its filing of a preliminary proxy
statement to solicit proxies against the contemplated merger between Warner Bros. Discovery, Inc. and Netflix, Inc. and other related
proposals for the special meeting of Warner Bros. Discovery, Inc. stockholders to be held in connection therewith.
A copy of the Press Release is attached hereto as Exhibit 99.1.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| |
|
|
Exhibit
Number |
|
Description |
| |
|
| 99.1 |
|
Press Release, dated January 22, 2026. |
| |
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Cautionary Note Regarding Forward-Looking Statements
This communication contains both historical and forward-looking
statements, including statements related to Paramount Skydance Corporation’s (“Paramount”) future financial
results and performance, potential achievements, anticipated reporting segments and industry changes and developments. All
statements that are not statements of historical fact are, or may be deemed to be, “forward-looking statements”.
Similarly, statements that describe Paramount’s objectives, plans or goals are or may be forward-looking statements. These
forward-looking statements reflect Paramount’s current expectations concerning future results and events; generally can be
identified by the use of statements that include phrases such as “believe,” “expect,”
“anticipate,” “intend,” “plan,” “foresee,” “likely,” “will,”
“may,” “could,” “estimate” or other similar words or phrases; and involve known and unknown
risks, uncertainties and other factors that are difficult to predict and which may cause Paramount’s actual results,
performance or achievements to be different from any future results, performance or achievements expressed or implied by these
statements. These risks, uncertainties and other factors include, among others: the outcome of the tender offer by Paramount
and Prince Sub Inc. (the “Tender Offer”) to purchase for cash all of the outstanding Series A common stock of Warner
Bros. Discovery, Inc. (“WBD”) or any discussions between Paramount and WBD with respect to a possible transaction
(including, without limitation, by means of the Tender Offer, the “Potential Transaction”), including the possibility
that the Tender Offer will not be successful, that the parties will not agree to pursue a business combination transaction or that
the terms of any such transaction will be materially different from those described herein; the conditions to the completion of the
Potential Transaction or the previously announced transaction between WBD and Netflix, Inc. (“Netflix”) pursuant to the
Agreement and Plan of Merger, dated December 4, 2025 (as it may be amended or supplemented), among Netflix, Nightingale Sub, Inc., WBD and New Topco 25, Inc. (the
“Proposed Netflix Transaction”), including the receipt of any required stockholder and regulatory approvals for either
transaction, the proposed financing for the Potential Transaction, the indebtedness Paramount expects to incur in connection with
the Potential Transaction and the total indebtedness of the combined company; the possibility that Paramount may be unable to
achieve expected synergies and operating efficiencies within the expected timeframes or at all and to successfully integrate the
operations of WBD with those of Paramount, and the possibility that such integration may be more difficult, time-consuming or costly
than expected or that operating costs and business disruption (including, without limitation, disruptions in relationships with
employees, customers or suppliers) may be greater than expected in connection with the Potential Transaction; 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 conditions and deficiencies in audience measurement; risks related to operating in highly
competitive and dynamic industries, including cost increases; the unpredictable nature of consumer behavior, as well as evolving
technologies and distribution models; risks related to Paramount’s decisions to make investments in new businesses, products,
services and technologies, and the evolution of Paramount’s business strategy; the potential for loss of carriage or other
reduction in or the impact of negotiations for the distribution of Paramount’s content; damage to Paramount’s reputation
or brands; losses due to asset impairment charges for goodwill, intangible assets, FCC licenses and content; liabilities related to
discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives;
evolving business continuity, cybersecurity, privacy and data protection and similar risks; content infringement; domestic and
global political, economic and regulatory factors affecting Paramount’s businesses generally, including tariffs and other
changes in trade policies; the inability to hire or retain key employees or secure creative talent; disruptions to Paramount’s
operations as a result of labor disputes; the 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 synergies; volatility
in the prices of Paramount’s Class B Common Stock; potential conflicts of interest arising from Paramount’s ownership
structure with a controlling stockholder; and other factors described in Paramount’s news releases and filings with the
Securities and Exchange Commission (the “SEC”), including but not limited to Paramount’s most recent Annual Report
on Form 10-K and Paramount’s reports on Form 10-Q and Form 8-K. There may be additional risks, uncertainties and factors that
Paramount does not currently view as material or that are not necessarily known. The forward-looking statements included in this
communication are made only as of the date of this report, and Paramount does not undertake any obligation to publicly update any
forward-looking statements to reflect subsequent events or circumstances.
Additional Information
This communication does not constitute an offer to buy or a solicitation
of an offer to sell securities. This communication relates to a proposal that Paramount has made for an acquisition of WBD, the Tender
Offer that Paramount, through Prince Sub Inc., its wholly owned subsidiary, has made to WBD stockholders, and Paramount’s intention
to solicit proxies against the Proposed Netflix Transaction and other proposals to be voted on by WBD stockholders at the special meeting
of WBD stockholders to be held to approve the Proposed Netflix Transaction (the “Netflix Merger Solicitation”) and/or for
use at the WBD annual meeting of stockholders. The Tender Offer is being made pursuant to a tender offer statement on Schedule TO (including
the offer to purchase, the letter of transmittal and other related offer documents), filed with the SEC on December 8, 2025. These materials,
as may be amended from time to time, contain important information, including the terms and conditions of the offer. Subject to future
developments, Paramount (and, if a negotiated transaction is agreed, WBD) may file additional documents with the SEC. This communication
is not a substitute for any proxy statement, tender offer statement, or other document Paramount and/or WBD may file with the SEC in connection
with the Potential Transaction.
Paramount, Prince Sub Inc. and the other participants in the Netflix
Merger Solicitation have filed a preliminary proxy statement and the accompanying BLUE proxy card with the SEC on January 22, 2026 in
connection with the Netflix Merger Solicitation (the “Special Meeting Preliminary Proxy Statement”). Paramount expects to
file a definitive proxy statement and the accompanying proxy card with the SEC in connection with the Netflix Merger Solicitation and
may file other proxy solicitation materials in connection therewith or the annual meeting of WBD stockholders, or other documents with
the SEC.
PARAMOUNT STRONGLY ADVISES ALL STOCKHOLDERS OF WBD TO READ THE SPECIAL
MEETING PRELIMINARY PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATED TO THE PARTICIPANTS. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEB SITE AT
HTTP://WWW.SEC.GOV. IN ADDITION, PARAMOUNT AND THE OTHER PARTICIPANTS IN SUCH PROXY SOLICITATIONS
WILL PROVIDE COPIES OF THE APPLICABLE PROXY STATEMENTS WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR SUCH COPIES SHOULD
BE DIRECTED TO THE APPLICABLE PROXY SOLICITOR.
Participants in the Solicitation
The participants in the Netflix Merger Solicitation are expected to
be Paramount, Prince Sub Inc., certain directors and executive officers of Paramount and Prince Sub Inc., Lawrence Ellison, RedBird Capital
Management and The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended. Additional information about the participants in the
Netflix Merger Solicitation is available in the Special Meeting Preliminary Proxy Statement.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| PARAMOUNT SKYDANCE CORPORATION |
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| By: |
/s/ Stephanie Kyoko McKinnon |
|
| |
Name: |
Stephanie Kyoko McKinnon |
|
| |
Title: |
General Counsel and Secretary |
|
Date: January 22, 2026
