Paramount Skydance 10-K/A 2025-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For fiscal year ended December 31, 2025

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-42791

Paramount Skydance Corporation

(Exact name of registrant as specified in its charter)

Delaware		99-3917985
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1515 Broadway

New York,   New York  10036

(212) 258-6000

(Address, including zip code, and telephone numbers, including

area code, of registrant’s principal executive offices)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbols		Name of Each Exchange on Which Registered
Class B Common Stock, $0.001 par value		PSKY		The Nasdaq Stock Market LLC

Securities Registered Pursuant to Section 12(g) of the Act:

None

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act of 1933). Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐	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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes ☐ No ☒

As of June 30, 2025, which was the last business day of the registrant’s most recently completed second fiscal quarter, the market value of the shares of the registrant’s Class B Common Stock, $0.001 par value (“Class B Common Stock”), held by non-affiliates was zero. On August 7, 2025, by operation of Rule 12g-3(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the registrant became the successor issuer to Paramount Global. The market value of Paramount Global’s Class A Common Stock and Class B Common Stock held by non-affiliates at June 30, 2025 was $211,199,578 and $7,730,877,301, respectively.

As of February 20, 2026, 31,500,087 shares of the registrant’s Class A Common Stock and 1,080,241,022 shares of Class B Common Stock were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

PARAMOUNT SKYDANCE CORPORATION

TABLE OF CONTENTS

	Page
PART III
Directors, Executive Officers and Corporate Governance.	III-1
Executive Compensation.	III-20
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	III-30
Certain Relationships and Related Transactions, and Director Independence.	III-33
Principal Accountant Fees and Services.	III-39
PART IV
Exhibits and Financial Statement Schedules.	IV-1
Signatures.

Table of Contents

EXPLANATORY NOTE

Paramount Skydance Corporation (the “Company”), a Delaware corporation, is filing this Amendment No. 1 on Form 10‑K/A (this “Amendment”) to its Annual Report on Form 10-K for the year ended December 31, 2025, originally filed with the Securities and Exchange Commission (the “SEC”) on February 25, 2026 (the “Initial Form 10-K”), to amend Part III, Items 10, 11, 12, 13 and 14 of the Initial Form 10-K to include the information required by such Items.

Except as explicitly set forth herein, this Amendment does not otherwise change, modify or update the disclosures in, or exhibits to, the Initial Form 10-K.

References to “Paramount,” the “Company,” “we,” “us” and “our” refer to Paramount Skydance Corporation and its consolidated subsidiaries, unless the context otherwise requires.

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

This Amendment contains both historical and forward-looking statements, including statements related to our future financial results and performance, potential achievements and transactions (including in connection with the Company’s pending merger with Warner Bros. Discovery, Inc.) and their expected benefits, and industry trends and developments. All statements that are not statements of historical fact are, or may be deemed to be, forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Similarly, statements that describe our objectives, plans or goals are or may be forward-looking statements. These forward-looking statements reflect our current expectations concerning future results and events; can generally 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 our 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 are discussed in “Item 1A. Risk Factors” in our Initial Form 10-K. Other risks, uncertainties or other factors, or updates to those discussed herein, may be described in our other filings with the SEC, including our reports on Form 10-Q and Form 8-K, press releases, public conference calls, webcasts, our social media and blog posts and on our website at paramount.com (under Investors). Information included on or accessible through our website is not intended to be incorporated into this Amendment. There may be additional risks, uncertainties and other factors that we do not currently view as material or that are not known. The forward-looking statements included in this Amendment are made only as of the date hereof, and we do not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.

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PART III

Our Board of Directors

Our Board of Directors (“Board”) is currently comprised of ten members, each serving until the next annual meeting or until his or her successor is duly elected and qualified: David Ellison, Andrew Brandon-Gordon, Barbara M. Byrne, Andrew Campion, Gerald Cardinale, Safra A. Catz, Justin G. Hamill, Sherry Lansing, Paul Marinelli and John L. Thornton. The Board has three standing committees: the Audit Committee, the Compensation Committee and the Nominating and Governance Committee.

The following are biographies describing the backgrounds of our directors:

Chairman of the Board and Chief Executive Officer Age: 43 Director since: 2025 Committees: N/A		DAVID ELLISON Mr. Ellison has served as our Chairman and Chief Executive Officer since August 2025. Prior to becoming Chief Executive Officer of Paramount, Mr. Ellison served as founder and Chief Executive Officer of Skydance Media, LLC (“Skydance”) since 2010. Mr. Ellison is also on the board of advisors of the Ellison Institute, LLC and the board of directors of Harbor Lights Entertainment, Inc. We believe Mr. Ellison is qualified to serve as a member of our Board because of his significant experience in the entertainment and media industry and deep knowledge of Skydance’s business as founder and Chief Executive Officer of Skydance.
Chief Strategy Officer, Chief Operating Officer and Director Age: 61 Director since: 2025 Committees: N/A		ANDREW BRANDON-GORDON Mr. Brandon-Gordon has served as our Chief Strategy Officer and Chief Operating Officer and as a member of our Board since August 2025. He also currently serves on the board of directors of Harbor Lights Entertainment, Inc. Prior to becoming Chief Strategy Officer and Chief Operating Officer of Paramount, Mr. Brandon-Gordon served as a Partner of RedBird Capital Partners Management LLC since 2020, where he led the firm’s Technology, Media & Telecom investment vertical and its capital markets activities. Mr. Brandon-Gordon previously served as the Global Chairman of Investment Banking Services, Head of the West Region, Global Head of Media and Telecommunications for the Technology, Media and Telecom Group and Co-Head of the One Goldman Sachs Family Office of Goldman Sachs where he was employed from 1986 to 2020, and as a Partner of Goldman Sachs from 1998 until his retirement in 2020. We believe Mr. Brandon-Gordon is qualified to serve as a member of our Board because of his extensive management experience specifically in the sports, media, entertainment and financial services industries, his 35 years of investment banking experience and his extensive experience serving in a role as director.

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Director Age: 71 Director since: 2025 Committees: • Audit Committee (Chair) • Nominating and Governance Committee		BARBARA M. BYRNE Ms. Byrne has served as a member of our Board since August 2025. Ms. Byrne is a former Vice Chairman of Investment Banking at Barclays PLC and a former Vice Chairman of Lehman Brothers. Ms. Byrne served as a member of the boards of Paramount Global and its predecessor CBS Corporation since 2018 when she retired from investment banking. Ms. Byrne has served as a director of LanzaTech NZ Inc since 2023 and of Carta, Inc. since 2021. She previously served on the boards of Power School Holdings, Inc., Hennessy Capital Investment Corp. V and Slam Corp. She is also a Lifetime Member of the Council on Foreign Relations and the Audit Committee Leadership Network. She previously served as an Executive in Residence at Columbia Business School, a Trustee of the Institute of International Education, a Trustee of Mount Holyoke College and a member of the Investment Committee of Catalyst. We believe Ms. Byrne is qualified to serve as a member of our Board because of her more than 40 years of financial services experience and extensive business and financial expertise in complex transactions, risk management, strategy and other financial matters.
Director Age: 54 Director since: 2026 Committees: • Audit Committee		ANDREW CAMPION Mr. Campion has served as a member of our Board since January 2026. Mr. Campion currently serves as Chairman of Unrivaled Sports. Previously, Mr. Campion held executive leadership roles at Nike, including Chief Operating Officer, Chief Financial Officer and head of global strategy. Prior to Nike, Mr. Campion spent over 11 years with The Walt Disney Company, most recently serving as Senior Vice President of Corporate Development after prior leadership and management roles across global strategic planning, mergers and acquisitions, financial planning and analysis, operations planning, investor relations, and tax. Mr. Campion also currently serves on the boards of directors of Starbucks, Williams-Sonoma, Inc., Vuori, the Los Angeles 2028 Olympic and Paralympic Games, and the UCLA Anderson School of Management. He also founded, serves as a professor, and is the Director of UCLA’s Sports Leadership and Management Program. Mr. Campion and his wife are minority owners of the Real Salt Lake and Utah Royals professional soccer teams. We believe Mr. Campion is qualified to serve as a member of our Board because of his extensive experience in the public company sector, including expertise in business growth strategies and enterprise financial management.

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Director Age: 58 Director since: 2025 Committees: • Compensation Committee (Chair)		GERALD CARDINALE Mr. Cardinale has served as a member of our Board since August 2025. Mr. Cardinale is the founder of RedBird Capital Partners Management LLC and has served as its Managing Partner and Chief Investment Officer since 2014. Prior to founding RedBird Capital Partners Management LLC, Mr. Cardinale spent over 20 years at Goldman Sachs where he was a Partner from 2004 to 2012. We believe Mr. Cardinale is qualified to serve as a member of our Board because of his extensive investment and management experience specifically in the sports, media and entertainment industries and his extensive experience serving in a role as director.
Director Age: 64 Director since: 2025 Committees: • Compensation Committee		SAFRA CATZ Ms. Catz has served as a member of our Board since August 2025. Ms. Catz has been the Executive Vice Chair of Oracle Corporation since September 22, 2025, and has been a member of Oracle’s board of directors since 2001. At Oracle, Ms. Catz previously served as Chief Executive Officer, President, Chief Financial Officer, Executive Vice President, and Senior Vice President. Ms. Catz also previously served on the board of directors of The Walt Disney Company from 2018 to 2024. Prior to joining Oracle, Ms. Catz developed deep technology industry experience as a managing director with the investment banking firm Donaldson, Lufkin & Jenrette covering the technology industry. We believe Ms. Catz is qualified to serve as a member of our Board because of her extensive experience serving as an executive and director of large, complex global organizations and her valuable insight regarding the technology industry generally.

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Director Age: 48 Director since: 2025 Committees: • Audit Committee • Compensation Committee		JUSTIN HAMILL Mr. Hamill has served as a member of our Board since August 2025. Mr. Hamill is a Managing Director and the Chief Legal Officer at Silver Lake, a leading global technology investment firm. Prior to joining Silver Lake, Mr. Hamill served as Global Chair of M&A at Latham & Watkins LLP (“Latham”), a leading global law firm, where he advised public and private companies, investment funds, and financial institutions in negotiated and contested M&A transactions, leveraged buyouts, joint ventures, public and private investments, and restructurings. We believe Mr. Hamill is qualified to serve as a member of our Board because of his significant knowledge and expertise in advising public companies and their board rooms gained over years of representing clients in high-stakes transactions.
Director Age: 81 Director since: 2025 Committees: • Nominating and Governance Committee (Chair)		SHERRY LANSING Ms. Lansing has served as a member of our Board since August 2025. Ms. Lansing currently serves as Chairman of the board of directors of Universal Music Group. Ms. Lansing spent almost 30 years in the motion picture business, playing a key role in the production, marketing, and distribution of more than 200 films, including Academy Award winners Forrest Gump, Braveheart, and Titanic. In 1980, Ms. Lansing became the first woman to head a major film studio when she was appointed President of 20th Century Fox. Later, as an independent producer, Ms. Lansing was responsible for successful films such as Fatal Attraction, The Accused, School Ties, Indecent Proposal, and Black Rain. Returning to the executive ranks in 1992, she was named Chairman and CEO of Paramount Pictures and began an unprecedented tenure in that role that lasted more than 12 years (1992-2005). As a dedicated philanthropist, Ms. Lansing founded the Sherry Lansing Foundation, where she acts as Chief Executive Officer, in 2005, supporting vital initiatives that support cancer research, health, public education, and encore career opportunities. We believe Ms. Lansing is qualified to serve as a member of our Board because of her knowledge of Paramount’s studio and extensive experience in creative, executive and leadership roles, including as a director, at entertainment, media and content production companies.

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Director Age: 59 Director since: 2025 Committees: • Nominating and Governance Committee		PAUL MARINELLI Mr. Marinelli has served as a member of our Board since August 2025. Mr. Marinelli has served as President of Lawrence Investments, LLC, an investment firm owned by Lawrence J. Ellison, since 2015, and as Vice President from 2004 to 2015. From 1994 to 2004, he held various corporate development and finance positions at Cadence Design Systems, Inc., an electronic design automation software and services company, PricewaterhouseCoopers, a global professional services firm, and Emcon Services, Inc., an environmental engineering firm. Mr. Marinelli serves or has served as a director of several companies, including Skydance, Imagene AI Ltd., a precision oncology company using artificial intelligence to support personalized cancer treatment, Sensei Farms, a sustainable agriculture and innovative farming company, Autonomous Medical Devices Inc., a medical diagnostics company, LeapFrog Enterprises, a developer of educational entertainment for children, and Harbor Lights Entertainment, Inc. We believe that Mr. Marinelli is qualified to serve as a member of our Board because of his extensive experience in finance and business development.
Director Age: 72 Director since: 2025 Committees: • Nominating and Governance Committee		JOHN L. THORNTON Mr. Thornton has served as a member of our Board since August 2025. Mr. Thornton has served as Chairman of RedBird Capital Partners Management LLC since August 2023. Mr. Thornton is also Chairman of Barrick Mining Corporation and non-executive Chairman of Heron View Investments, L.P., a global investment firm. Mr. Thornton also serves as lead independent director on the boards of Ford Motor Company and Lenovo Group Limited. Mr. Thornton is a professor and director of Tsinghua University’s Global Leadership Program, and an advisory board member of Tsinghua’s School of Economics and Management and its School of Public Policy and Management. Mr. Thornton is co-chair of the Asia Society, chairman emeritus of the Brookings Institution in Washington, D.C., and is also on the advisory boards or board of trustees of African Leadership Academy, China Investment Corporation (CIC), China Securities Regulatory Commission, King Abdullah University of Science and Technology, McKinsey Advisory Council and Schwarzman Scholars. Mr. Thornton joined Goldman Sachs in 1980 and retired as president and director of The Goldman Sachs Group, Inc. in 2003. He also previously served as chairman of Goldman Sachs Asia and as co-chief executive of Goldman Sachs International, overseeing the firm’s business in Europe, the Middle East, and Africa. Mr. Thornton has also served as a director on the boards of BSkyB, China Unicom, DirecTV, HSBC, ICBC, IMG, Intel and News Corp. We believe Mr. Thornton is qualified to serve as a member of our Board because of his extensive investment and management experience and his extensive experience serving in a role as director.

Audit Committee

Our Audit Committee is comprised of Ms. Byrne and Messrs. Campion and Hamill. Ms. Byrne is the Chair of the Audit Committee.

The Audit Committee Charter provides that the Audit Committee will be comprised of at least three members. The Committee must have at least one “audit committee financial expert” (as described below), and all Audit Committee members must be able to read and understand fundamental financial statements. The Audit Committee holds at least four regular meetings each year, and it meets separately throughout the year with the independent auditor and the internal auditor, and members of management.

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The Audit Committee has the power to delegate its authority and duties to subcommittees or individual members of the Audit Committee, as well as to retain outside advisors, in its sole discretion. The Audit Committee has the sole authority to retain and terminate the services of any such advisors and to review and approve such advisors’ fees and other retention terms.

The Audit Committee is responsible for the following, among other things:

	•	Reviewing our processes and policies with respect to risk assessment and risk management, and oversee the management of financial risks, including with respect to information technology risks, including cybersecurity and data privacy risks;

	•	The appointment, retention, direction, termination, compensation and oversight of our independent auditor and any other registered accounting firm engaged by us, including reviewing with the independent auditor and management the scope of the audit plan and audit fees;

	•	Reviewing our financial statements and related disclosures, including with respect to internal control over financial reporting;

	•	Oversight of our internal audit function;

	•	Reviewing, approving and overseeing related person transactions and reviewing proposed transactions for potential conflicts of interest under our Global Business Conduct Statement; and

	•	Oversight of our compliance with legal and regulatory requirements.

The Board has determined that each of Ms. Byrne and Messrs. Campion and Hamill is “financially sophisticated” under the listing rules of the Nasdaq stock market (“Nasdaq”) and qualifies as “independent” for Audit Committee purposes pursuant to applicable Nasdaq and SEC rules, and that each of Ms. Byrne and Mr. Campion qualifies as an “audit committee financial expert” as defined in the regulations promulgated under the Securities Act of 1933, as amended.

Our Executive Officers

Our executive officers as of the date hereof are as follows:

	Name		Age		Position
	David Ellison (1)		43		Chairman and Chief Executive Officer
	Dennis Cinelli		42		Chief Financial Officer
	Andrew Brandon-Gordon (2)		61		Chief Strategy Officer, Chief Operating Officer and Director
	Makan Delrahim		56		Chief Legal Officer

	(1)	See biography on page III-1 of this Amendment.

	(2)	See biography on page III-1 of this Amendment.

The following are biographies of certain of our executive officers:

Dennis Cinelli has served as our Chief Financial Officer since January 2026 and served as a member of the Board from September 2025 until January 2026. Prior to his appointment as our Chief Financial Officer, Mr. Cinelli served as Chief Financial Officer of Scale AI, Inc., a private technology company, since June 2022. From 2016 to June 2022, Mr. Cinelli held senior leadership roles at Uber Technologies, Inc., including Vice President of Global Strategic Finance and, most recently, Vice President & Head of Mobility for the U.S. & Canada. Prior to that, Mr. Cinelli served as Chief Financial Officer for GE Ventures, General Electric’s corporate venture capital arm, and held various finance leadership roles across General Electric’s portfolio.

Makan Delrahim has served as our Chief Legal Officer since October 2025. Prior to that, he was a Partner at Latham beginning in April 2022 and served as Assistant Attorney General for the Antitrust Division of the U.S. Department of Justice from 2017 to 2021. Mr. Delrahim has held senior roles across government and private practice, including positions at the White House, the U.S. Senate Judiciary Committee and the Office of the U.S. Trade Representative.

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Corporate Governance

Our corporate governance practices are established and reviewed by our Board. The Board, with assistance from its Nominating and Governance Committee, assesses our governance practices in light of legal and regulatory requirements, input from our stakeholders and governance best practices.

Our principal governance documents are as follows:

	•	Corporate Governance Guidelines

	•	Board Committee Charters:

	o	Audit Committee Charter

	o	Compensation Committee Charter

	o	Nominating and Governance Committee Charter

	•	Global Business Conduct Statement

These documents are available on the “Investors” page of our website under the tab “Governance” at paramount.com, and copies of these documents may be requested, without charge, by writing to Investor Relations, Paramount Skydance Corporation, 1515 Broadway, New York, New York 10036. Certain key provisions of these documents are summarized below.

CORPORATE GOVERNANCE GUIDELINES

Our Corporate Governance Guidelines (the “Guidelines”) set forth our corporate governance principles and practices on a variety of topics, including the responsibilities, composition and functioning of the Board, director qualifications and the roles of the Board Committees. The Guidelines are annually reviewed and updated as needed. The Guidelines provide, among other things, that:

	•	Except for so long as the Company qualifies as a “controlled company” and as otherwise permitted under applicable Nasdaq rules, the Board will be comprised of a majority of directors who qualify as independent directors under Nasdaq rules;

	•	Except as otherwise permitted by applicable Nasdaq rules, each of our Committees must be comprised entirely of independent directors;

	•	The independent directors will meet in regularly scheduled executive sessions, at least two times each year;

	•	Director compensation will be established in light of the principles set forth in the Guidelines;

	•	Director tenure and retirement will be considered on a case-by-case basis depending on factors such as the director’s age, experience, qualifications, performance and history of service on the Board;

	•	Each of the Board and its Committees will hold a periodic self-evaluation to assess its effectiveness; and

	•	The Board, or one of its committees, will review, at least annually, succession planning for the Chief Executive Officer to discuss his or her recommendations and evaluations of potential successors to his or her position, along with a review of any development plans recommended for such individuals.

GLOBAL BUSINESS CONDUCT STATEMENT

Our Global Business Conduct Statement (“BCS”) sets forth our standards for ethical conduct required of all of our directors and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The BCS is available on the “Investors” page of our website under the tab “Governance” at paramount.com and on our intranet sites. As part of our compliance and ethics program, we distribute the BCS to our employees and directors and administer an online BCS training program. Directors and full-time employees are required to certify as to their compliance with the BCS and, on an ongoing basis, disclose any potential conflicts of interest. The BCS addresses, among other things, topics such as:

	•	Compliance with laws, rules and regulations, including the Foreign Corrupt Practices Act;

	•	Conflicts of interest, including the disclosure of potential conflicts to the Company;

	•	Confidentiality, insider information and trading, and fair disclosure;

	•	Financial accounting and improper payments;

	•	Our commitment to providing a discrimination- and harassment-free workplace environment;

	•	Fair dealing and relations with competitors, customers and suppliers;

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	•	Health, safety and the environment; and

	•	Political contributions and payments.

The BCS provides numerous avenues for employees to report potential violations of the BCS or other matters of concern, whether anonymously or with attribution. These avenues include domestic and international telephone hotlines and an affiliated website, as well as providing for direct submission of reports to our compliance officers and lawyers. The BCS also provides that we prohibit retaliation against anyone who makes a good faith report of a potential violation of the BCS.

We intend to post on our website all disclosures that are required by law or Nasdaq rules concerning any amendments to, or waivers from, any provisions of the BCS.

INSIDER TRADING POLICY

Our Board has adopted an Insider Trading Policy governing the purchase, sale and other dispositions of our securities by our directors, officers and employees, as well as by the Company. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and with the exchange listing standards applicable to us. The Insider Trading Policy was filed as Exhibit 19 to the Initial Form 10-K.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation philosophy and objectives and the decisions of the Compensation Committee of our Board (“Compensation Committee” or, in this CD&A, the “Committee”) regarding the compensation of our named executive officers (also referred to as “NEOs”) in respect of the period commencing on August 7, 2025, the date of the consummation of the transactions pursuant to that certain Transaction Agreement (the “Transaction Agreement”), dated July 7, 2024, by and among Paramount Global, Skydance and certain other parties thereto (the “Transactions”), through December 31, 2025, and references in this CD&A to 2025 or fiscal year 2025 are to such period.

EXECUTIVE SUMMARY

Our Named Executive Officers

The following current and former executive officers are our NEOs for 2025:

	NAMED EXECUTIVE OFFICERS SERVING AS OF DECEMBER 31, 2025 AND CURRENTLY (“CURRENT NEOs”)
	Name	Position
	David Ellison	Chairman and Chief Executive Officer
	Andrew Brandon-Gordon	Chief Strategy Officer, Chief Operating Officer
	Makan Delrahim	Chief Legal Officer
	FORMER EXECUTIVE OFFICERS
	Jeffrey Shell (1)	Former President
	Andrew Warren (2)	Former Interim Chief Financial Officer

(1) Mr. Shell served as our President until his employment ceased on April 8, 2026.

(2) Mr. Warren served as our Interim Chief Financial Officer through January 15, 2026, following which he remained employed with us as Strategic Advisor.

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Paramount, a Skydance Corporation

On August 7, 2025 (the “Closing Date”), upon the closing of the Transactions, Paramount Skydance Corporation became the publicly-traded holding company of Paramount Global and Skydance, uniting more than a century of iconic storytelling with the ingenuity and drive of a 15-year-old studio born of the digital era.

2025 was a year of transition for Paramount. As Paramount’s transformation evolves, we continue to align our business around our strategic priorities, which will drive the design and determination of our performance-based compensation.

Establishing 2025 Compensation

During the initial period following the Transactions, key objectives of our compensation program were to engage and incentivize qualified executives to oversee and manage Paramount and its integration and to maintain a competitive executive compensation program that would encourage employee retention following the Transactions.

The Company’s 2025 compensation program was established in connection with and shortly following the closing of the Transactions. On the Closing Date, considering market data for comparable positions provided by Semler Brossy Consulting Group LLC (“Semler Brossy”), Skydance’s compensation consultant prior to the Closing Date, the Compensation Committee established base salary and target annual bonus opportunities for, and approved entry into an employment agreement with, each of Messrs. Ellison, Shell and Brandon-Gordon. The market data was used as a reference point to assist the Compensation Committee in evaluating the compensation of these NEOs, including the competitiveness of the proposed executive compensation structure. It was not used to target or benchmark a specific level of compensation.

In connection with his commencement of employment with Paramount in October 2025, taking into account the scope of Mr. Delrahim’s experience and anticipated responsibilities, as well as the competitive market for his talent, the Committee established the base salary and target annual bonus opportunity for and approved entry into an employment agreement with Mr. Delrahim. In connection with entry into his employment agreement, Mr. Delrahim received a one-time, sign-on cash bonus (the “One-time Bonus”) of $5,000,000. The One-time Bonus is subject to repayment in the event that Mr. Delrahim resigns without “good reason” or is terminated for “cause” (each as defined in his employment agreement) prior to October 6, 2026.

The table below sets forth annual base salary amounts and target annual bonus opportunities established for our Current NEOs and Mr. Shell in 2025.

	NEO		Base Salary				Target Bonus
	David Ellison	$	3,500,000			$	1,500,000
	Jeffrey Shell	$	3,500,000			$	1,500,000
	Andrew Brandon-Gordon	$	2,800,000			$	1,200,000
	Makan Delrahim	$	3,500,000			$	1,500,000

None of our Current NEO’s employment agreements provides for annual long-term incentive equity compensation.

In connection with entry into employment agreements with each of our Current NEOs and Mr. Shell, the Committee recommended, and the Board approved, a grant of restricted stock units (“RSUs”) to each of our Current NEOs and Mr. Shell under the Paramount Skydance Corporation 2025 Incentive Award Plan (the “2025 Plan”) as follows (the “Sign-on RSUs”):

	NEO	# of Sign-on RSUs
	David Ellison	5,000,000
	Jeffrey Shell	5,000,000
	Andrew Brandon-Gordon	4,000,000
	Makan Delrahim	3,000,000

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The Sign-on RSUs, which vest quarterly over a five-year period (subject to continued employment), were intended to represent equity compensation for each grantee over a five-year period and granted with the expectation that these executives would receive periodic, rather than annual, equity grants. The number of Sign-on RSUs for each executive was determined based on the $15 per share price of our Class B Common Stock utilized in the Transaction Agreement (the “Transaction Value”).

The Sign-on RSUs were intended to align the interests of our Current NEOs and Mr. Shell with our stockholders by:

•	Mitigating dilution: Avoiding the need for larger grants (for example, in order to meet an annual target grant value in an executive’s employment agreement) during periods when stockholder value has decreased;

•	Incentivizing stock price appreciation: Allowing for greater value realization for Current NEOs and Mr. Shell only if the stock price increases above the Transaction Value;

•	Tying pay outcomes to stockholder value: Aligning realized executive pay directly with long-term stock price performance;

•	Prioritizing long-term priorities: Shifting focus from year-over-year increases in share price to long-term strategic transformation and value, of particular importance during a period of integration;

•	Retaining key employees: Providing a measure of value across market conditions, including any near-term volatility, through full-value awards (i.e., RSUs).

Mr. Warren was an officer of Paramount Global prior to the closing of the Transactions and his compensation arrangements that were in effect prior to the Closing Date remained in effect following the Transactions. For more information regarding Mr. Warren’s total target compensation under his employment agreement see the narrative section after the Summary Compensation Table for 2025.

COMPENSATION PHILOSOPHY AND OBJECTIVES

Pay for Performance

We believe that executives with significant responsibility and a greater ability to influence our results and drive long-term stockholder value should have a significant portion of their total compensation tied directly to business results, including in the form of long-term incentive compensation.

Consistent with this philosophy, our performance-based compensation programs provide for the opportunity to reward NEOs and other senior executives for contributing to Paramount’s annual financial and operational performance (through annual incentive programs) and stock price appreciation (through long

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Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information as of December 31, 2025 concerning shares of our Class B Common Stock authorized for issuance under our equity compensation plans. Following the Transactions, we maintain equity compensation plans that have not been approved by our security holders but that were assumed in the Transactions. No shares of our Class A Common Stock are authorized for issuance under our equity compensation plans.

	Plan Category		Number of securities to be issued upon exercise of outstanding options, warrants and rights (a)			Weighted-average exercise price of outstanding options, warrants and rights (b)			Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (c)
	Equity compensation plans approved by security holders(1)		39,063,460	(2)		—			93,950,381	(3)
	Equity compensation plans not approved by security holders(4)		—	(5)		—	(6)		—
	Total:		39,063,460	(5)		—	(6)		93,950,381

(1)	Represents the 2025 Plan, which was approved by our stockholders effective August 7, 2025.

(2)	Consists of outstanding RSUs.

(3)	Represents the aggregate number of shares of our Class B Common Stock reserved for issuance under the 2025 Plan as of December 31, 2025.

(4)

Represents (i) the following equity compensation plans that had been approved by Viacom Inc.’s stockholders: the Viacom Inc. 2016 Long-Term Management Incentive Plan, the Viacom Inc. 2006 RSU Plan for Outside Directors and the Viacom Inc. 2011 RSU Plan for Outside Directors, as amended and restated as of January 1, 2016 and as further amended and restated as of October 31, 2016, each of which were assumed by Paramount Global in connection with the merger of CBS Corporation and Viacom Inc. effective December 4, 2019 and subsequently assumed by us in the Transactions; and (ii) the Paramount Global Amended and Restated Long-Term Incentive Plan and the Paramount Global Amended and Restated Equity Plan for Outside Directors, each of which had been approved by Paramount Global’s stockholders and was assumed by us in the Transactions (collectively, the “Assumed Plans”). No further awards may be granted under any of the Assumed Plans.

(5)	As of December 31, 2025, there were, in the aggregate, 27,445,816 shares of Class B Common Stock underlying outstanding options and RSUs granted under the Assumed Plans, including 467,352 vested RSUs for which settlement has been deferred.

(6)	As of December 31, 2025, the weighted average exercise price of outstanding options granted under the Assumed Plans is $53.33.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information, as of February 20, 2026, regarding the beneficial ownership of our Class A Common Stock and Class B Common Stock by (i) each current director, (ii) each NEO and (iii) our current directors and executive officers as a group. Also set forth below is information concerning the beneficial ownership by each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our Class A Common Stock (the only class of our Common Stock with voting rights).

We have determined beneficial ownership in accordance with the rules and regulations of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Except as indicated by the footnotes below, we believe, based on information furnished to us, that the persons and entities named in the table below have sole voting and sole investment power with respect to all shares that they beneficially own, subject to applicable community property laws.

We have based our calculation of the percentage of beneficial ownership on 31,500,087 shares of our Class A Common Stock outstanding and 1,080,241,022 shares of our Class B Common Stock outstanding, as of February 20, 2026. In computing the number of shares beneficially owned by a person and the percentage ownership of such person, we deemed to be outstanding all shares that may be acquired through the exercise of presently exercisable warrants or are issuable upon vesting of RSUs held by the person that vest within 60 days of February 20, 2026. However, except as described above, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person.

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Unless otherwise indicated, the address of all listed stockholders is Paramount Skydance Corporation, 1515 Broadway, New York, NY 10036.

		Class A Common Stock				Class B Common Stock
Name of Beneficial Owner		Shares		%		Shares		%
5% Stockholders:
Harbor Lights Entertainment, Inc. (1)		31,500,087		100		32,012,190		2.96
Directors and Named Executive Officers:
David Ellison (1)(2)		31,500,087		100		600,717,731		48.63
Barbara M. Byrne (3)						44,152		*
Andrew Campion						0		0
Gerald Cardinale (4)						149,849,551		13.32
Safra A. Catz						0		0
Makan Delrahim (5)						235,479		*
Andrew Brandon-Gordon						220,817		*
Justin G. Hamill						0		0
Sherry Lansing						0		0
Paul Marinelli						0		0
Jeffrey Shell (6)						1,266,825		*
John L. Thornton						0		0
Andrew Warren (7)						184,604		*
All directors and current executive officers as a group (12 persons)		31,500,087		100		751,289,404		58.67

• Represents less than 1% of the outstanding shares of the class.

	(1)	The 31,500,087 shares of Class A Common Stock and 32,012,190 shares of Class B Common Stock reported herein are owned by Harbor Lights Entertainment, Inc., and two wholly owned subsidiaries (the “HLE Entities”). David Ellison, by virtue of his role as manager of certain limited liability companies that are directly and indirectly controlled by the Ellison Family (as defined in the Initial Form 10-K), may be deemed to control Harbor Lights Entertainment, Inc. and, as a result, may be deemed to beneficially own the shares of Class A Common Stock and Class B Common Stock held of record by the HLE Entities, and to have shared voting and shared investment power over these securities. The principal business address of the HLE Entities is 846 University Avenue, Norwood, MA 02062.

	(2)	In addition to the securities held by the HLE Entities described in footnote (1) above, this line includes (i) 115,210,270 shares of Class B Common Stock held by Pinnacle Media Ventures, LLC; (ii) 48,543,603 shares of Class B Common Stock held by Pinnacle Media Ventures II, LLC; (iii) 57,605,135 shares of Class B Common Stock held by Pinnacle Media Ventures III, LLC; (iv) 115,875,376 shares of Class B Common Stock held by Sayonara, LLC; (v) 76,210,742 shares of Class B Common Stock held by Skydance Entertainment Group, LLC; (vi) 260,415 shares of Class B Common Stock held by David Ellison; and (vii) 62,000,000, 62,000,000, and 31,000,000 shares of Class B Common Stock that may be acquired within 60 days upon exercise of warrants held by Pinnacle Media Ventures, LLC, Pinnacle Media Ventures II, LLC, and Pinnacle Media Ventures III, LLC (together, the “Pinnacle Entities”), respectively. David Ellison, by virtue of his role as manager of certain limited liability companies that are directly and indirectly controlled by the Ellison Family, may be deemed to control the Pinnacle Entities and Sayonara, LLC and to have shared voting and shared investment power over these securities. The principal business address of the Pinnacle Entities and Sayonara, LLC is 101 Ygnacio Valley Rd., Suite 320, Walnut Creek, CA 94596. The principal business address of Skydance Entertainment Group, LLC, of which David Ellison is the manager, is 101 Ygnacio Valley Rd., Suite 320, Walnut Creek, CA 94596.

	(3)	Includes (i) 9,652 shares of Class B Common Stock and (ii) 34,500 shares of Class B Common Stock underlying vested RSUs for which settlement has been deferred. Pursuant to the governing plan, these RSUs are payable in shares of Class B Common Stock following termination of service as a director.

	(4)	Includes (i) 83,640,992 shares of Class B Common Stock held directly by RB Tentpole Holdings LP; (ii) 21,208,559 shares of Class B Common Stock held directly by RB Maverick LLC; and (iii) 45,000,000 shares of Class B Common Stock that may be acquired within 60 days upon exercise of warrants held directly by RB Tentpole Holdings LP. Mr. Cardinale is the sole member of the general partner of RedBird Capital Partners L.P., which indirectly controls RB Tentpole Holdings LP, and which also indirectly controls RB Maverick LLC through a series of intermediate entities. As a result, Mr. Cardinale may be deemed to share beneficial ownership of the securities directly and indirectly beneficially owned by RB Tentpole Holdings LP and RB Maverick LLC, and to have shared voting and shared investment power over these securities. Mr. Cardinale disclaims beneficial ownership of those securities. The principal business address for RedBird Capital Partners L.P. is 667 Madison Avenue New York, New York 10065.

	(5)	Includes (i) 85,479 shares of Class B Common Stock and (ii) 150,000 restricted stock units vesting within 60 days of February 20, 2026 held by Mr. Delrahim.

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	(6)	Includes (i) 266,825 shares of Class B Common Stock and (ii) 1,000,000 restricted stock units vesting within 60 days of February 20, 2026 held by Mr. Shell.

	(7)	Includes (i) 29,421 shares of Class B Common Stock and (ii) 155,183 restricted stock units vesting within 60 days of February 20, 2026 held by Mr. Warren.

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Related Person Transactions

REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS

The Audit Committee of the Board has adopted a written Policy on Related Person Transactions (the “Policy”) governing the review, approval and ratification of Related Person Transactions (as defined by the SEC). Under the Policy, the Audit Committee reviews and oversees our entry into Related Person Transactions in compliance with applicable law. Neither we nor our subsidiaries enter into a Related Person Transaction unless the transaction has been approved in advance by the Audit Committee or the transaction falls within a category of pre-approved transactions under the Policy. In evaluating a Related Person Transaction, the Audit Committee considers the importance of the transaction to us and the related person; the related person’s relationship to us and the nature and extent of the related person’s interest in the transaction; the terms of the transaction, including the dollar amount involved; the impact on a director’s independence if the transaction involves a director; the availability of other sources of comparable products or services; conflict-of-interest provisions of our organizational documents and code of ethics; whether the transaction arose in the ordinary course of business; whether the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party; and any other information the Audit Committee deems appropriate.

Any director who has a direct or indirect material interest in a transaction under review may not participate in the approval or ratification of the transaction; however, that person may be counted in determining the presence of a quorum at a meeting of the Audit Committee that considers the transaction, in each case in accordance with our amended and restated certificate of incorporation and amended and restated bylaws.

Under the Policy, management is primarily responsible for determining whether a related person has a direct or indirect material interest in a transaction with us. That determination is made after a review of information obtained from the related person and information available from our records. Our legal and controllership groups are responsible for maintaining procedures to ensure implementation of the Policy throughout the Company and its subsidiaries.

The Policy identifies categories of Related Person Transactions that are deemed pre-approved and therefore not subject to additional Audit Committee approval, including certain transactions with the Ellison Family and their affiliates, RedBird Capital Partners Management LLC and its affiliates (“RedBird”), agreements entered into in connection with the consummation of the Transactions, certain executive compensation arrangements approved by the Board or the Compensation Committee, certain ordinary-course transactions in which the related person’s interest arises solely from outside directorships or limited equity positions, and certain other categories described in the Policy.

TRANSACTIONS RELATED TO THE WARNER BROS. DISCOVERY MERGER

The Lawrence J. Ellison Revocable Trust Subscription Agreement

The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended (the “Ellison Trust”), an affiliate and greater than 5% beneficial owner of the Company, entered into a subscription agreement with the Company, dated February 27, 2026 (the “Ellison Subscription Agreement”), in connection with our pending merger with Warner Bros. Discovery, Inc. (“Warner Bros.”) (the “WBD Transaction”). Lawrence J. Ellison, father of David Ellison (our Chief Executive Officer), is the settlor and a co-trustee of the Ellison Trust. Pursuant to the Ellison Subscription Agreement, the Ellison Trust agreed to subscribe for and purchase newly issued shares of Class B Common Stock at a per share price of $16.02, for an aggregate purchase price of approximately $43.9 billion, plus the aggregate amount of any ticking consideration that becomes due and payable in accordance with the terms of the merger agreement, plus any contingent equity amount. In addition, the Ellison Trust agreed to fund certain contingent amounts, including the Warner Bros. termination fee, regulatory termination fee, and amended notes payment amount, if such amounts become payable, through the purchase of additional shares of Class B Common Stock at the same per share price. Lawrence J. Ellison personally guaranteed the due and punctual performance and payment of the Ellison Trust’s obligations under the Ellison Subscription Agreement (the “Ellison Guarantee”). We are also required to reimburse the Ellison Trust for reasonable and documented out-of-pocket expenses, subject to a cap of $5.0 million.

As described under “—Equity Syndication,” the Ellison Trust assigned its rights to subscribe for shares under the Ellison Subscription Agreement to certain assignees, including affiliates of the Ellison Trust and Lawrence J. Ellison and certain institutional investors, as permitted thereunder.

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RedBird Capital Partners Fund IV Subscription Agreement

RedBird Capital Partners Fund IV (Master), L.P. (“RedBird Fund IV”), an affiliate of RB Maverick LLC and RB Tentpole Holdings LP (“RB Tentpole”) (collectively, a greater than 5% beneficial owner of the Company), and an affiliate of Gerald Cardinale (Founder and Managing Partner of RedBird Capital Partners Management LLC) and John L. Thornton (Chairman of RedBird Capital Partners Management LLC), each a member of the Board, entered into a subscription agreement with the Company, dated February 27, 2026 (the “RedBird Subscription Agreement” and, together with the Ellison Subscription Agreement, the “Subscription Agreements”), in connection with the WBD Transaction. Pursuant to the RedBird Subscription Agreement, RedBird Fund IV agreed to subscribe for and purchase newly issued shares of Class B Common Stock at a per share price of $16.02, for an aggregate purchase price of $250.0 million. We are also required to reimburse RedBird Fund IV for reasonable and documented out-of-pocket expenses, subject to a cap of $5.0 million.

As described under “—Equity Syndication,” RedBird Fund IV assigned its rights to subscribe for shares under the RedBird Subscription Agreement to an affiliate, as permitted thereunder.

Equity Syndication

On April 5, 2026, the Ellison Trust and RedBird Fund IV (together, the “Equity Investors”), as permitted under the Subscription Agreements, assigned all of their respective rights to subscribe for shares under the Subscription Agreements to certain assignees pursuant to assignment agreements (the “Syndication Assignments” and the transactions contemplated thereby, the “Equity Syndication”). In connection with the Ellison Subscription Agreement, such assignees include affiliates of the Ellison Trust and Lawrence J. Ellison and certain institutional investors (the “Ellison Syndication Parties”), and in connection with the RedBird Subscription Agreement, such assignees include affiliates of RedBird and certain institutional investors (the “RedBird Syndication Parties” and, together with the Ellison Syndication Parties, the “Equity Syndication Parties”). In connection with the closing under the merger agreement for the WBD Transaction, we will issue to each Equity Syndication Party newly issued non-voting shares (or securities convertible into shares) of our Class B Common Stock in an amount determined by dividing the dollar amount of commitments assigned to such party by the Syndication Purchase Price. The “Syndication Purchase Price” means the 20-trading-day average of the daily volume-weighted average price of our Class B Common Stock, determined as of the third business day prior to the closing of the WBD Transaction, subject to a ceiling of $16.02 per share and a floor of $12.00 per share. The terms of the Equity Syndication, including the Syndication Purchase Price, were recommended by a special committee of the Board (advised by independent financial and legal advisors) and approved by the Audit Committee and the Board. The Ellison Guarantee and the Subscription Agreements remain in full force and effect on their original terms, and the Syndication Assignments do not relieve the Equity Investors of their obligations under the Subscription Agreements or the Ellison Guarantee.

To procure our participation in the Equity Syndication, the Equity Investors engaged in further negotiations with the special committee and its independent advisors to set the Syndication Purchase Price in light of current market conditions. In connection with such negotiations, the Board, upon the recommendation of the special committee, approved the issuance of one warrant for each share of Class B Common Stock held by holders of Class B Common Stock (excluding any Equity Investor or affiliate of an Equity Investor) as of a record date to be determined (each, a “Warrant”). Each Warrant entitles the holder to purchase one share of Class B Common Stock at an initial exercise price per share equal to the Syndication Purchase Price, subject to customary anti-dilution and fundamental change make-whole adjustments, and expires 10 years from the date of issuance. The Warrants will be distributed without consideration, may be exercised at any time prior to expiration, and, beginning on the third anniversary of issuance, may be called by the Company if the closing price of Class B Common Stock equals or exceeds $30.00 for at least 20 trading days during any 30 consecutive trading day period, in each case subject to the terms and conditions set forth in the definitive documentation. As a result of the terms of the Equity Syndication, including the Syndication Purchase Price, the previously planned registered public offering of rights to subscribe for Class B Common Stock at $16.02 per share will not occur.

RedBird BD LLC Financial Advisor Engagement Letter

In December 2025, RedBird BD LLC, an affiliate of RB Maverick LLC and RB Tentpole, and an affiliate of Gerald Cardinale and John L. Thornton, was engaged as a financial advisor to the Company in connection with the evaluation of the WBD Transaction. Pursuant to the agreement, RedBird BD LLC is entitled to receive an aggregate transaction fee of $80.0 million upon closing, comprised of $60.0 million for mergers and acquisitions advisory services and $20.0 million for capital raising advisory services. If a termination fee is paid to us in connection with the WBD Transaction, RedBird BD LLC is entitled to receive 20% of such fee, subject to the terms and conditions of the agreement. We are also required to reimburse RedBird BD LLC for reasonable and documented out-of-pocket expenses, subject to a cap of $75,000.

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TRANSACTIONS WITH ELLISON RELATED PERSONS

Oracle

In February 2026, Paramount Global, a wholly owned subsidiary of the Company, entered into an agreement with Oracle America, Inc., a subsidiary of Oracle Corporation (“Oracle”), for the provision of enterprise cloud computing services. Lawrence J. Ellison is the founder, Chairman and a significant stockholder of Oracle. The aggregate amount involved is $330.0 million. The Audit Committee approved the agreement in January 2026 following a review process that included a review by independent third-party legal counsel. As of March 31, 2026, no payments had been made under the arrangement.

Prior to the closing of the Transactions, Paramount Global and Skydance Media, LLC, which became a wholly owned subsidiary of the Company on August 7, 2025 in connection with the Transactions (“Skydance”), entered into agreements with Oracle America, Inc., including for licenses for and implementation services supporting our enterprise resource planning transformation. In 2025, we paid Oracle $24.6 million pursuant to the arrangement, and the aggregate amount still payable is $101.0 million.

SM Campus

In June 2024, Skydance entered into a lease with SM Campus, LLC, an entity wholly owned by Lawrence J. Ellison and David Ellison, for office and production space in Santa Monica, California. In 2025, we paid SM Campus, LLC $22.1 million pursuant to the arrangement, with $173.0 million due over the remaining term (subject to adjustment for additional rent items that fluctuate from year to year). Pursuant to the arrangement, SM Campus, LLC paid us $297,000 in 2025 for the reimbursement of security services on certain portions of the property.

The Wing Trust

In January 2026, Paramount Skydance Corporation leased an aircraft on a non-exclusive, dry-lease basis from The Wing Trust, an entity wholly owned by Lawrence J. Ellison, at a rate of $7,100 per hour of flight time. We separately bear all direct operating expenses incurred in connection with our use of the aircraft and have no minimum usage obligation. As of March 31, 2026, we owed The Wing Trust $555,900 and no payments had been made under the arrangement.

In December 2025, Paramount Pictures Corporation, a wholly owned subsidiary of the Company (“PPC”), entered into an Aircraft Hangar License Agreement with The Wing Trust, granting The Wing Trust a month-to-month license to use a portion of our hangar space for aircraft storage for a total term of less than 12 months, for a monthly license fee of $18,728. Under the agreement, The Wing Trust is required to reimburse us for certain real property taxes and utilities, maintenance and operational costs. As of March 31, 2026, The Wing Trust owed us $56,180 and no payments had been made under the arrangement.

Annapurna

In November 2025, Animated Production Inc., a wholly owned subsidiary of the Company, entered into an agreement with Annapurna Animation Development, LLC, which is majority owned by Lawrence J. Ellison and Megan Ellison, the sister of David Ellison, to co-develop an animated feature film. The parties have agreed to share equally in mutually approved development costs, subject to an aggregate cap of $2.1 million across two development phases, with any additional phases subject to mutual agreement. As of March 31, 2026, no payments had been made under the arrangement.

F50 League

In January 2026, CSTV Networks, Inc. (d/b/a CBS Sports Network), a wholly owned subsidiary of the Company, entered into an amended programming agreement with F50 League LLC, which operates the SailGP sailing league. Lawrence J. Ellison is the majority owner of F50 League LLC. Under the amendment, F50 League LLC will pay us $1.28 million and $1.27 million for the 2026 and 2027 seasons, respectively, in exchange for the telecast of SailGP programming on the CBS Television Network, including a specified amount of commercial inventory allocated to F50 League LLC. Additional programming hours, if any, are subject to additional charges at contractually specified rates. In 2025, F50 League LLC paid us $1.13 million under the arrangement.

Northstar Advisory Group

Paramount Skydance Corporation intends to enter into a six-month agreement for strategic and operational consulting services with Northstar Advisory Group LLC (“Northstar”). David Ellison’s brother-in-law is a principal of Northstar. Under the arrangement, Northstar is expected to be entitled to a monthly payment of $100,100. Northstar may also be entitled to success fees based on identified cost savings attributable to Northstar’s recommendations, calculated according to project-specific terms as may be agreed by the parties. We are also required to reimburse Northstar for reasonable and documented out-of-pocket expenses, subject to an expected cap of $10,010.

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TRANSACTIONS WITH REDBIRD RELATED PERSONS

Consulting Services

Beginning in January 2025, Viacom International Inc., a wholly owned subsidiary of the Company, entered into agreements with RedBird Development Group LLC ("RedBird Development") for media strategy, agency negotiation and transition support services in connection with our advertising operations. We paid RedBird Development $2.1 million in November 2025 and $2.0 million in February 2026, totaling $4.1 million (the full amount payable under the arrangements).

In September 2025, Skydance Productions, LLC, a wholly owned subsidiary of Skydance, entered into an agreement with RedBird Capital Partners Management LLC, to reimburse $160,000 of consulting fees that RedBird paid on Skydance’s behalf in connection with the Transactions. We reimbursed the full amount under the arrangement in 2025.

Hidden Pigeon

In February 2026, CBS Interactive Media, Inc. and Viacom International Inc., each a wholly owned subsidiary of the Company, entered into an agreement with Hidden Pigeon, LLC (“Hidden Pigeon”), a RedBird Capital Partners Management LLC portfolio company, to license an animated children’s series for an aggregate fee of $1.0 million for the initial season, payable in equal quarterly installments over a two-year period commencing upon delivery of the series. We have options to order additional seasons, with each subsequent season’s budget subject to 5% cumulative increases over the immediately preceding season. The agreement provides for certain revenue-sharing if we exercise our option for additional seasons. As of March 31, 2026, no payments had been made under the arrangement.

In January 2025, Skydance Productions, LLC, a wholly owned subsidiary of Skydance, entered into an agreement with Hidden Pigeon for the co-production and distribution of two animated children’s series. Under the agreement, we fund approved net production costs for each series, together with a production premium, subject to a cap of $24.0 million for the first season. We have options to order additional seasons, with each subsequent season’s production budget subject to 5% increases over the immediately preceding season of each series. The parties are entitled to share equally in certain revenues generated by each series, subject to customary distribution fees and expense recoupment. In 2025, we paid $17.7 million to Hidden Pigeon under the agreement, and approximately $28.5 million remained payable with respect to the first seasons of both series under the arrangement. As of March 31, 2026, no revenue-sharing payments had been made under the arrangement.

In May 2025, PPC entered into an agreement with Hidden Pigeon for office space at our studio lot in Los Angeles, California. In 2025, Hidden Pigeon paid us $258,900 pursuant to the agreement, with $664,000 due over the remaining term.

Bright North Studios

Since 2021, See It Now Studios, a division of CBS Broadcasting Inc., and CBS Studios Inc. (“CBS Studios”), each a wholly owned subsidiary of the Company, have been party to agreements to license certain true-crime docuseries from Bright North Studios (“Bright North”), a portfolio company of RedBird Capital Partners Management LLC, and Bright North’s predecessor. Under the agreements, we pay fees ranging from $82,000 to $89,000 per episode, with exhibition rights held exclusively in specified territories for 20 to 25 years. The agreements also provide for revenue sharing on off-network distribution sales, royalties, back-end participation, and, with respect to certain series, product integration fees. In 2025, we paid Bright North $5.2 million under these arrangements, and we received $551,000 from Bright North in royalties and sales payments.

In March 2025, CBS Studios entered into a distribution agreement with Bright North for the distribution of an eight-episode classic television docuseries. Under the agreement, we agreed to provide a distribution advance of $1.6 million, applied towards production funding and received exclusive distribution rights in specified territories for an initial 25-year term. We separately entered into a license agreement with a third party for initial exhibition of the series, with license fees equivalent to the distribution advance. After recoupment of distribution fees, the distribution advance (with interest) and expenses, net proceeds are shared equally between the parties. In 2025, we paid Bright North $1.4 million under these arrangements, and Bright North paid us $211,000 in clip license fees and costs.

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In July 2024, CBS Studios entered into an agreement with Efran Films Canada Inc., a subsidiary of Bright North, to license two celebrity docuseries. Under the agreement, we agreed to pay an aggregate advance of $1.25 million for each of the first seasons, along with $120,000 for the second season of one series. Under the agreement, we receive distribution rights for 20 years in specified territories. The agreement also provides for revenue sharing after distribution fees and recoupment of expenses, advances and production costs. In 2025, we paid $1.25 million of the full $2.50 million advances for the first seasons.

In August 2025, CBS Studios entered into an agreement with Bright North to license a sports docuseries. Under the arrangement, we agreed to pay a $3.0 million advance upon delivery (expected in 2026) in exchange for exploitation rights over a 15-year period. The arrangement also provides for revenue sharing after distribution fees and recoupment of expenses, advances and production costs, with proceeds shared equally between parties. No amounts were paid in 2025 under this arrangement.

In May 2025, CBS Studios entered into an agreement with Bright North to license a sports docuseries. Under the arrangement, we agreed to pay an advance of $288,000 upon delivery (expected in 2026) in exchange for exploitation rights over a 15-year period. The arrangement also provides for revenue sharing after distribution fees and our recoupment of expenses and advances, with the remaining proceeds to be paid to Bright North. No amounts were paid in 2025 under this arrangement.

In December 2024, PPC entered into an agreement with Bright North to license a television docuseries. Under the agreement, we are not required to make advance payments but receive exploitation rights in certain territories through September 2026. Under the arrangement, we are entitled to a distribution fee and recoupment of distribution expenses (expected to exceed $120,000), and the remaining proceeds are paid to Bright North. No amounts were paid in 2025 under this arrangement.

In December 2024, PPC entered into an agreement with Bright North to license a documentary film. Under the agreement, we are not required to make advance payments, but receive exploitation rights in certain territories over a 15-year period. The arrangement also provides for revenue sharing after distribution fees and recoupment of expenses and production costs, with Bright North to receive a percentage of the remaining proceeds. In 2025, we paid Bright North $582,000 under the arrangement.

EverWonder Studio

In 2024, CBS Sports, a division of CBS Broadcasting Inc., entered into an agreement with a third party to produce a number of sporting events in 2024 and 2025. The third party received certain complementary production services related to the same sporting events from EverWonder Studio (“EverWonder”), a portfolio company of RedBird Capital Partners Management LLC. We incurred certain production-related expenses required to be borne by EverWonder under its arrangement with the third party and billed them accordingly. In 2025, we received $196,000 in reimbursement payments from EverWonder for services provided in 2024 and 2025.

In November 2025, Skydance Sports, LLC, a wholly owned subsidiary of the Company, entered into an agreement with EverWonder for the development and production of a live event program. Under the agreement, EverWonder will provide development services and serve as production company and receive a production company fee based on a percentage of the budget approved by the exhibitor, CBS Sports. Based on the budget established by CBS Sports (which has not yet been finalized), EverWonder and Skydance Sports, LLC are each entitled to receive a percentage of the total budget, in an amount not yet determined but expected to exceed $120,000 in the aggregate over the term of the arrangement. As of March 31, 2026, no payments had been made under the arrangement.

Studio Lambert

Since 2011, CBS Television Distribution, a division of CBS Studios, has been party to an agreement with Studio Lambert USA Inc. (“Studio Lambert”), an affiliate of All3Media, a portfolio company of RedBird Capital Partners Management LLC, for the exclusive distribution of a television series. Studio Lambert is entitled to receive participation payments representing a share of licensing revenues after deduction of a distribution fee, distribution costs, residuals, and certain production costs. The agreement provides for a minimum guarantee of $3.0 million payable to Studio Lambert through 2032, with CBS Television Distribution retaining distribution rights and the right to recoup advances from Studio Lambert’s share of revenues. In 2025, we paid All3Media $454,800 in participation payments under the arrangement.

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TRANSACTIONS WITH HARBOR LIGHTS

Harbor Lights Entertainment, Inc. (“Harbor Lights”), which holds 100% of our Class A Common Stock, licenses films in the ordinary course of business for its motion picture theaters from all major studios, including PPC. Payments made to us in connection with these licenses for 2025 amounted to approximately $7.6 million and are continuing in 2026 as a result of this ongoing relationship. Harbor Lights also licenses films from a number of unaffiliated companies, and we expect to continue to license films to Harbor Lights on similar terms in the future. In addition, Harbor Lights and we have had co-op advertising arrangements and occasionally engage in other ordinary-course transactions (e.g., movie ticket purchases and various promotional activities) from time to time; we paid Harbor Lights approximately $190,900 under these arrangements in 2025.

Director Independence

We are a “controlled company” under the Nasdaq rules. As a result, we qualify for exemptions from, and have elected not to comply with, certain corporate governance requirements under the rules, including the requirements that we have a board that is composed of a majority of “independent directors,” as defined under the Nasdaq rules, and a compensation committee and a nominating and governance committee that are composed entirely of independent directors. Even though we are a controlled company, we are required to comply with the rules of the SEC and the Nasdaq rules relating to the membership, qualifications and operations of our audit committee.

The Nasdaq rules define a “controlled company” as a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company. As of February 20, 2026, Harbor Lights and its subsidiaries hold 100% of our Class A common stock. Accordingly, entities controlled by the Ellison Family indirectly hold approximately 77.5% of the Class A Common Stock through their collective approximate 77.5% ownership interest in Harbor Lights, and as a result, the Ellison Family is the controlling stockholder of Paramount. Accordingly, we qualify as a “controlled company”. If we cease to be a controlled company and our common stock continues to be listed on Nasdaq, we will be required to comply with the Nasdaq requirements for non-controlled companies by the date our status as a controlled company changes or within specified transition periods applicable to certain provisions, as the case may be.

Our Amended and Restated Certificate of Incorporation (the “Restated Charter”) provides that, (i) for so long as Ellison (as defined therein) has an Original Ownership Percentage (as defined therein) of at least 50%, Ellison is entitled to nominate up to five individuals to the Board and shall have the right to designate such individuals as either an Ellison Designee or a Low-Vote Designee (each as defined in the Restated Charter) and (ii) for so long as RedBird (as defined in the Restated Charter) has an Original Ownership Percentage of at least 50%, RedBird is entitled to nominate two individuals to the Board as RedBird Designees (as defined in the Restated Charter). Messrs. Ellison and Marinelli are Ellison Designees and Ms. Catz and Messrs. Brandon-Gordon and Campion are Low-Vote Designees. Messrs. Cardinale and Thornton are RedBird Designees.

In making its independence determinations, the Board reviewed and discussed information provided by the directors with regard to each director’s business and personal activities and any relationships that they have with us and our management. As a result of this review, our Board, upon the recommendation of the Nominating and Governance Committee, determined that four of our ten directors - Mses. Byrne and Lansing and Messrs. Hamill and Campion - are independent under the applicable Nasdaq rules. The directors who were not determined to be independent under the applicable Nasdaq rules are Ms. Catz (Compensation Committee) and Messrs. Ellison, Cardinale (Compensation Committee), Brandon-Gordon, Marinelli (Nominating and Governance Committee), and Thornton (Nominating and Governance Committee). In making its independence determination with respect to Ms. Lansing, the Board considered Ms. Lansing’s service as Chair of the Board of Directors of Universal Music Group, with which Paramount has certain commercial relationships involving the licensing of music and publishing rights. The Board determined that this relationship and arrangement is not a bar to Ms. Lansing’s independence under applicable Nasdaq rules. In making its independence determinations with respect to Mr. Hamill, the Board also considered that Latham provided legal services to Skydance while Mr. Hamill was employed there. Mr. Hamill is no longer a partner at Latham and has no active role in providing such services.

The Board has determined that each of Ms. Byrne and Messrs. Campion and Hamill is “financially sophisticated” under the Nasdaq rules, and qualifies as “independent” for Audit Committee purposes pursuant to applicable Nasdaq and SEC rules, and that each of Ms. Byrne and Mr. Campion qualifies as an “audit committee financial expert” as defined in the regulations promulgated under the Securities Act of 1933, as amended.

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Fees for Services Provided by the Independent Registered Public Accounting Firm

The following table sets forth fees for services provided by PricewaterhouseCoopers LLP (“PwC”) for each of the years ended December 31, 2025 and 2024.

			2025			2024
	Audit Fees(1)		$	24,546,000		$	20,608,951
	Audit-Related Fees(2)			890,125			863,182
	Tax Fees(3)			4,949,420			5,787,419
	All Other Fees (4)			2,000			207,377
	Total		$	30,387,545		$	27,466,929

(1)

Audit fees principally related to the audit of our financial statements for the 2025 Predecessor period and the integrated audits of our financial statements for the 2025 Successor period and the 2024 Predecessor period (Predecessor and Successor each as defined in the Initial Form 10-K), and for both years, also included fees for statutory audits and services provided in connection with SEC filings.

(2)	Audit-related fees principally related to system pre-implementation reviews, technical accounting advice, financial due diligence, agreed-upon procedures and compliance, and domestic and foreign employee benefit plan audits.

(3)	Tax fees principally related to tax compliance and consulting.

(4)	All other fees principally related to research projects, license fees for the use of PwC reference materials and publications, access to various online tools and other permissible consulting services.

AUDIT COMMITTEE PRE-APPROVAL POLICY

The Audit Committee has adopted an Audit and Non-Audit Services Pre-Approval Policy that requires pre-approval of all audit and permissible non-audit services to be performed by PwC. The policy permits pre-approval on either a general basis by category of service or on a specific engagement basis and requires specific pre-approval of PwC’s annual audit services engagement and of any service that would exceed annual pre-approved fee levels or budgeted amounts established by the Audit Committee under its general pre-approval framework. The Audit Committee may delegate pre-approval authority to one or more of its members, and any pre-approval decisions are reported to the full Committee at its next scheduled meeting.

For both types of pre-approval, the Audit Committee considers whether such services are consistent with the SEC’s and the PCAOB’s auditor independence rules. The Audit Committee will also consider whether the independent auditor is best positioned to provide the most effective and efficient service, for reasons such as its familiarity with our business, people, culture, accounting systems, risk profile and other factors, and whether the service could enhance our ability to manage or control risk or improve audit quality. All such factors will be considered as a whole, and no one factor is necessarily determinative.

The Audit Committee is also mindful of the relationship between fees for audit and non-audit services in deciding whether to pre-approve any such services and may determine, for each fiscal year, the appropriate ratio between the total amount of fees for services classified as “Audit,” “Audit-related” and “Tax” services and the total amount of fees for certain permissible non-audit services classified as “All Other” services.

All services provided by PwC in 2025 were pre-approved by the Audit Committee pursuant to this policy.

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PART IV

	1.	Financial Statements and Schedules.

No financial statements or supplemental data are filed with this Amendment. See Index to Financial Statements and Supplemental Data of the Initial Form 10-K.

	2.	Exhibits.

The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.

	Exhibit No.		Description of Document
	(31)		Rule 13a-14(a)/15d-14(a) Certifications
	(a)		Certification of the Chief Executive Officer of Paramount Skydance Corporation pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
	(b)		Certification of the Chief Financial Officer of Paramount Skydance Corporation pursuant to Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
	(101)		Interactive Data File
			101. INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101. SCH XBRL Taxonomy Extension Schema. 101. DEF XBRL Taxonomy Extension Definition Linkbase. 101. LAB XBRL Taxonomy Extension Label Linkbase. 101. PRE XBRL Taxonomy Extension Presentation Linkbase.
	(104)		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Paramount Skydance Corporation has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

	PARAMOUNT SKYDANCE CORPORATION
	By:	/s/ David Ellison
		David Ellison Chairman and Chief Executive Officer
Date: April 24, 2026