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):
February 10, 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 February 10, 2026, Paramount Skydance
Corporation issued a press release (the “Press Release”) announcing (i) the submission of a revised offer letter to the board
of directors of Warner Bros. Discovery, Inc. (“Warner Bros.”) for the acquisition of all the outstanding shares of Series
A Common Stock, par value $0.01 per share, of Warner Bros. (the “Shares”) and (ii) the amendment and extension of its tender
offer for all of the Shares.
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 February 10, 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.
| PARAMOUNT SKYDANCE CORPORATION |
|
| |
|
|
| By: |
/s/ Stephanie Kyoko McKinnon |
|
| |
Name: |
Stephanie Kyoko McKinnon |
|
| |
Title: |
General Counsel and Secretary |
|
Date: February 10, 2026
