Item 11. Executive Compensation

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-term equity incentives). The only fixed component of NEO pay is annual base salary. Annual cash incentive awards and long-term equity incentive awards are subject to Company performance and/or stock price performance.

Risk Oversight

The Compensation Committee has oversight over the design and administration of our compensation programs, including responsibility for ensuring that such programs do not promote an environment that encourages unnecessary and excessive risk taking by our executives. Based on management’s assessment and input from the Committee’s current independent compensation consultant, Compensia, Inc. (“Compensia”), the Committee does not believe that our executive compensation policies and practices create risks that are reasonably likely to have a material adverse effect on us.

Our Compensation Strategies

We use a mix of cash and equity incentives. The Committee believes that both cash and equity incentives are important to an effective compensation structure. Annual cash incentives reward executives for short-term financial and operating results that serve as a foundation for creating long-term value, while equity incentives motivate executives to execute long-term financial and strategic objectives to increase stockholder value through stock price performance.

We consider multiple factors when structuring compensation packages. In deciding the amount of cash and equity incentives that our NEOs and other senior executives receive following the Closing Date, the Committee does not intend to use rigid guidelines to determine the mix of compensation elements (i.e., short-term versus long-term compensation and cash versus non-cash compensation) for each senior executive. The Committee intends to consider a multitude of factors, including the executive’s total target compensation, the amount of compensation that is delivered in fixed versus variable, at-risk elements, external and internal market data, our succession planning and retention needs, the scope of the executive’s role and its criticality to the Company’s strategic and operational objectives, and the executive’s performance and length of time in the role.

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We choose performance metrics and establish performance goals that are intended to further our long-term strategic objectives. The Committee believes that a significant portion of our executives’ cash compensation should be subject to the achievement of performance goals that are objectively measurable and that represent aggressive performance standards that are reasonably attainable with strong performance, and that any performance goals are based on easily understood metrics intended to drive stockholder value creation. For 2025, the Committee determined to use the financial performance metrics and goals underlying Paramount Global’s design for 2025 awards under the Company’s annual short-term incentive plan (the “PG STIP Design”) and, to avoid distorted performance goals, adopted certain adjustments to the calculation of those goals that were preapproved by Paramount Global’s Compensation Committee at the time the goals were set. The Committee also adopted the qualitative factors and weightings previously approved by the Paramount Global Compensation Committee under the PG STIP Design, with multiple pre-established objectives for the Committee to assess when evaluating management’s performance. The Committee believes this process resulted in performance goals that are challenging, yet realistic, and that will not encourage senior executives to engage in overly risky business activities to achieve unattainable goals or overcome lower results caused by unforeseen events.

Elements of Our Executive Compensation Program

The table below outlines the key elements of our executive compensation program, and describes their purpose, key characteristics and, if applicable, the type of performance measured and how we deliver the compensation.

Cash and Equity Compensation:

	Compensation Element		Purpose		Fixed or At Risk		Performance Measured		Cash or Equity
	Base Salary		• Provide competitive compensation to attract and retain executive talent • Provide secure base of guaranteed cash for services rendered		Fixed		Individual		Cash
	Annual Incentive Awards		• Incentivize, and reward for, achievement of a combination of challenging annual financial and operational performance goals and individual contributions • Attract and retain key executives		At Risk		Corporate and Individual		Cash
	Long-Term Incentives		• Align interests between executives and stockholders by linking long-term realizable pay to stock price performance • Retain talent and build executive ownership		At Risk		Corporate		Equity

Other Forms of Compensation:

	Compensation Element		Purpose
	Health and Welfare, Defined Contribution Retirement and Deferred Compensation Plans		• Promote employee health and well-being, and enhance financial security for retirement • Provide competitive benefits to attract and retain executive talent
	Perquisites and Other Personal Benefits		• Provide business-related benefits • Assist in attracting and retaining executive talent
	Severance Arrangements		• Attract and retain executive talent in a competitive market by providing temporary income following an involuntary termination of employment • Provide continuity of management

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	WHAT WE DO AND DON’T DO
	We design our executive compensation programs to create long-term stockholder value, align pay and performance and avoid excessive risk taking		✓ Cap payouts under our annual incentive program through maximum payouts ✓ High proportion of our Current NEOs’ compensation is at risk and aligned with our stockholders’ interests ✓ Conduct a robust annual risk assessment of our compensation programs, policies and practices
	We incorporate best practices in our compensation programs		✓ Clawback Policy: In addition to maintaining a clawback policy as required by the Exchange Act Rule 10D-1 and Nasdaq listing standards (which we apply beyond executive officers to other senior executives of the Company), provide for forfeiture, repayment or adjustment of incentive compensation in the event of a financial restatement without regard to misconduct in our NEOs’ employment agreements ✓ Anti-Hedging Policy: Prohibit our employees from hedging our securities ✓ Retain an independent compensation consultant		× No guaranteed salary increases or minimum bonuses – We do not guarantee annual salary increases or annual incentive bonuses to our NEOs × We do not provide excessive perquisites – our executives receive limited perquisites and benefits that we believe are appropriate and competitive in our industry. × No tax gross-ups – We do not provide excise tax gross-ups on severance or change in control payments × No payment of dividends or in respect of dividend equivalents prior to vesting of equity awards × No repricing of underwater stock options

Our Compensation Committee

The Compensation Committee is composed of Gerald Cardinale (Chair), Safra A. Catz and Justin G. Hamill.

Pursuant to its Charter, the Committee adopts and will periodically review our compensation philosophy, strategy and principles, and oversees the administration of our equity-based incentive plans (except to the extent required to be administered by the Board) and other incentive compensation plans in which our executive officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended, “Section 16 Officers”) or other senior executives may participate. The Committee also reviews and approves (or recommends to the Board for approval) our compensation arrangements with Section 16 Officers, including our Current NEOs. The Committee considers and approves goals and objectives relevant to the compensation of the Chairman and Chief Executive Officer (the “CEO”) and annually evaluates the performance of our CEO in light of those goals and objectives (taking into account the input of other non-employee directors, when applicable). The Compensation Committee sets the compensation for our CEO, taking this evaluation into account, and reports to the Board on this process. The Compensation Committee considers input from the CEO when evaluating the compensation for our NEOs other than our CEO.

Compensation Committee Interlocks and Insider Participation

Mr. Cardinale is the Founder and Managing Partner of RedBird Capital Partners Management LLC. As described in greater detail under “Certain Relationships and Related Transactions — Related Person Transactions,” we are party to certain transactions with RedBird Capital Partners Management LLC and its affiliates, including the RedBird Capital Partners Fund IV Subscription Agreement, the Equity Syndication, the RedBird BD LLC Financial Advisor Engagement Letter, and certain other transactions with RedBird Capital Partners Management LLC and its affiliates, including consulting services provided by RedBird Development Group LLC, and content production and licensing agreements with Hidden Pigeon, LLC, Bright North Studios, EverWonder Studio and Studio Lambert. For a complete description of these transactions, see “Item 13. Certain Relationships and Related Transactions, and Director Independence — Related Person Transactions —Transactions Related to the Warner Bros. Discovery Merger” and “Item 13. Certain Relationships and Related Transactions, and Director Independence — Related Person Transactions — Transactions with RedBird Related Persons”.

In addition, we are party to certain transactions with Oracle Corporation and its subsidiaries, as described under “Item 13. Certain Relationships and Related Transactions, and Director Independence — Related Person Transactions — Transactions with Ellison Related Persons,” including agreements for enterprise cloud computing services and enterprise resource planning agreements. Ms. Catz served as a Chief Executive Officer of Oracle Corporation until September 2025. In addition, Lawrence J. Ellison, the father of David Ellison, is the Executive Chairman and Chief Technology Officer of Oracle Corporation.

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Role of Compensation Consultants

For compensation established on the Closing Date, the Committee considered market data from Semler Brossy, Skydance’s compensation consultant. In December 2025, the Committee retained Compensia as its independent compensation consultant. The Committee has the sole authority to retain and terminate the independent compensation consultant’s services and to review and approve the firm’s fees and other retention terms. Compensia does not provide services to the Company other than its services to the Committee and to the Board pertaining to non-employee director compensation. In April 2026, the Compensation Committee assessed the independence of Compensia and determined that the firm’s work for the Committee does not raise any conflicts of interest.

2025 COMPENSATION

2025 Compensation Elements

The Committee’s decisions with respect to 2025 compensation elements are discussed below.

Base Salary

We provide our NEOs with annual base salaries to provide competitive fixed pay appropriate to their roles and responsibilities and to compensate them for services rendered.

The base salary component of our compensation program for each of our Current NEOs and Mr. Shell was initially established in his employment agreement, as approved by the Committee taking into account (i) for Messrs. Ellison, Shell and Brandon-Gordon, market data for comparable positions provided by Skydance’s compensation consultant prior to the Closing Date or (ii) for Mr. Delrahim, his experience and anticipated responsibilities, as well as the competitive market for his talent.

Mr. Warren’s base salary remained at the level in effect immediately prior to the Closing Date.

His pre-Closing Date base salary and our other NEOs’ annual base salaries for 2025, as established by the Committee on or shortly following the Closing Date, were as follows:

	NEO		2025 Base Salary
	David Ellison	$	3,500,000
	Andrew Warren	$	1,200,000
	Jeffrey Shell	$	3,500,000
	Andrew Brandon-Gordon	$	2,800,000
	Makan Delrahim	$	3,500,000

Annual Incentive Awards

We use annual cash bonuses to reward achievement of financial performance and individual strategic and operational objectives.

In early 2025, the Paramount Global Compensation Committee (the “PG Committee”) approved a design for 2025 awards under the Company’s annual short-term incentive plan (the “STIP”), which based the level of STIP funding on a mix of quantitative and qualitative performance; provided that if the Transactions were consummated during 2025, then (i) funding and payment of bonuses to STIP eligible employees would be set at target levels for the portion of 2025 ending on the Closing Date and (ii) the Paramount Skydance Corporation Compensation Committee could elect to continue the Paramount Global 2025 STIP design or establish a new design applicable for the remainder of the year.

Given that the remainder of 2025 was the initial period following the Closing Date, the Committee’s post-closing objective was to fairly reward performance under a Companywide design providing consistent treatment across the combined workforce. Considering this objective and that the Closing Date occurred in the second half of 2025, the Committee determined to leverage the Paramount Global 2025 STIP design for the Company’s STIP design, including retaining its quantitative and qualitative metrics and their weightings (80% and 20%, respectively) for the remainder of 2025 following the Closing Date.

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The Committee determined to use the following targets originally set by the PG Committee for each equally-weighted quantitative performance metric, none of which was certain of achievement at the time of establishment: adjusted Operating Income Before Depreciation and Amortization (“Adjusted OIBDA”), $3.087 billion; Free Cash Flow, $551 million; DTC Adjusted Operating Income Before Depreciation and Amortization (“DTC OIBDA”), $(95) million; and DTC Revenue, $8.732 billion.

The qualitative metrics selected by the PG Committee and their weighting were as follows:

	o	Execution of Paramount Global’s 2025 strategy (10%), including how well management: executed in evolving Paramount Global into a leading global, multi-platform, premium content company; capitalized on opportunities to manage costs and improve business operations; produced high quality, premium content across Paramount Global’s business operations; drove the growth and profitability of our DTC streaming services, including through high engagement levels; and continued to streamline Paramount Global’s asset portfolio; and

	o	Workforce Culture and Development (10%), including how well management: leveraged Paramount Global’s mission, values and strategy to continue building a high-performing and inclusive culture that is a competitive advantage for us; continued growing people leader capability across Paramount Global; developed “bench strength” throughout the organization by identifying and developing high potential future leaders; focused on meaningful engagement of Paramount Global’s workforce and driving accountability for team action planning; and, on a holistic basis, made progress on our goals of equal opportunity and inclusivity in Paramount Global’s workplace.

The following chart explains the Committee’s rationale in retaining the Paramount Global design’s quantitative metrics for the remainder of 2025, and the manner in which each such metric is calculated:

	Performance Metric		Why Chosen		How Calculated
	Adjusted OIBDA Weighting: 20%		An important indicator of our operational strength and performance, as it measures efficiency and profitability and incentivizes management to better control expenses		Using the 2025 budget for Adjusted OIBDA and then adjusting for items, if any, approved by the Committee that would otherwise distort the calculation of the performance goal
Free Cash Flow (FCF) Weighting: 20%		Provides a clear view of our ability to generate cash (and thus profits), which allows us to pursue opportunities that enhance stockholder value		Using the 2025 budget for FCF and then adjusting for items, if any, approved by the Committee that would otherwise distort the calculation of the performance goal
DTC OIBDA Weighting: 20%		An important indicator of the operational strength and performance of our Direct-to-Consumer segment, as it measures efficiency and profitability		Using the 2025 budget for DTC OIBDA–i.e., Adjusted OIBDA for our Direct-to-Consumer segment–and then adjusting for items, if any, approved by the Committee that would otherwise distort the calculation of the performance goal
	DTC Revenue Weighting: 20%		An important driver of our valuation and a key indicator of the future profitability of our DTC business		Using the 2025 budget for our Direct-to-Consumer segment revenue and then adjusting for items, if any, approved by the Committee that would otherwise distort the calculation of the performance goal

In all cases, the maximum amount of 2025 STIP funding on a Companywide basis was capped at 200% of the aggregate 2025 STIP pool at target and the maximum award payable to any individual was also capped at 200% of target.

Risk mitigation concepts were maintained as part of the 2025 STIP design to strike the appropriate balance in management’s focus on our bottom-line financial goals and our DTC streaming growth strategy. Adjusted OIBDA, FCF and DTC OIBDA achievement were each subject to maximum payouts of 200% of target to incentivize a shift in efforts towards driving streaming profitability. DTC Revenue achievement was subject to a maximum payout of 300% for achievement of maximum performance, provided that if threshold performance for any of the other three quantitative metrics was not met, the DTC Revenue metric would be capped at a maximum payout percentage of 150%. The Committee determined that maintaining this limitation on the DTC Revenue metric payout was appropriate to ensure that our bottom-line financial goals continued to remain a priority for management.

In accordance with the framework described above, the Adjusted OIBDA, FCF, DTC OIBDA and DTC Revenue results were calculated by starting with our 2025 results for each metric and then adjusting for items approved by the Committee that would otherwise have distorted the calculation of the performance goals. The Committee determined to adjust our quantitative performance results to account for the impact of foreign currency rate fluctuations, to reflect the shift of anticipated 2026 marketing expenses into 2025, and to remove the effect on content costs from the net reduction in programming assets described in Note 2 to the audited 2025 consolidated financial statements in our Initial Form 10-K. Performance results, including such adjustments, were as follows: with respect to Adjusted OIBDA, $2.598 billion, with respect to FCF, $439 million, with respect to DTC OIBDA, $7 million and with respect to DTC Revenue, $8.570 billion.

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		Adjusted Quantitative Performance Results (80%)
	(in millions)		Adjusted OIBDA* (20%)			Free Cash Flow (20%)			DTC OIBDA* (20%)			DTC Revenue (20%)
	Unadjusted Result		$	3,027		$	349		$	222		$	8,584
	Adjustments		$	(429)		$	90		$	(215)		$	(14)
	Adjusted Result		$	2,598		$	439		$	7		$	8,570

	*	The unadjusted result for each of Adjusted OIBDA and DTC OIBDA was adjusted to exclude the amount of the 2025 STIP expense that exceeded the budgeted amount as a result of the percentage of achievement against the performance goals.

In February 2026, the Committee evaluated our adjusted performance for 2025 against the quantitative performance goals. Adjusted OIBDA, FCF and DTC Revenue results were determined to be achieved below target, resulting in a payout between threshold and target for each such factor. DTC OIBDA results were determined to be achieved between target and maximum achievement, resulting in a payout between target and maximum for such factor.

Due to the timing of the Closing Date and the impact of the Transactions on organizational structures, the Committee determined not to retain the individual performance modifier element of the Paramount Global 2025 STIP design.

Based on its quantitative and qualitative assessments and deemed target performance through the Closing Date, the Committee determined to set a blended bonus funding percentage for 2025 STIP payouts for all STIP-eligible employees, including the NEOs, of 94% of target. Our Current NEOs’ employment agreements provide (and Mr. Shell’s employment agreement provided) that 75% of their respective target STIP award will be based on the attainment of certain Company performance metrics and individual performance metrics, and 25% of their respective target STIP award will be discretionary, in each case as determined by the Committee. The Committee determined not to exercise its discretion with respect to 25% of such NEOs’ STIP awards such that the final STIP awards were fixed at 94% of target.

Based on the foregoing, the NEOs received the annual incentive amounts set forth in the table below for 2025.

	NEO			Target Award		Bonus Funding Percentage			Final Award
	David Ellison*		$	1,500,000		94%		$	1,410,000
	Jeffrey Shell**		$	604,110		94%		$	567,807
	Andrew Brandon-Gordon**		$	483,288		94%		$	454,246
	Makan Delrahim**		$	357,534		94%		$	336,144
	Andrew Warren*		$	1,800,000		94%		$	1,692,000
	***** Represents full year 2025 award and includes compensation in respect of the applicable NEO’s service as a Skydance employee or Paramount Global employee prior to the Closing Date.
	******Reflects pro-ration based on the date of the executive’s commencement of employment with Paramount (the Closing Date for Messrs. Shell and Brandon-Gordon and October 6, 2025 for Mr. Delrahim).

Long-Term Incentive Compensation Program

Overview

Our long-term incentive compensation program (“LTIP”) is designed as a “pay-for-performance” vehicle to encourage executives to make decisions that will create and sustain long-term value for stockholders. It is also a vehicle used to retain talent and build executive ownership.

Eligibility to receive long-term equity incentive compensation is generally limited to executives who have management responsibility. The frequency with which an executive is granted equity awards under our LTIP generally depends on the executive’s role and the terms of the executive’s employment agreement. We believe that the executives with significant responsibility and a greater ability to influence our results and drive long-term stockholder value should have a significant equity stake in Paramount. As such, certain of our senior executives, including our Current NEOs, receive periodic, rather than annual, grants under our LTIP.

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2025 Long-Term Incentive Awards

The majority of the total 2025 compensation to each of our Current NEOs and Mr. Shell, as reflected in the Summary Compensation Table for 2025 following this CD&A, was provided through the Sign-on RSUs and therefore directly linked to stock price performance. Through the Sign-on RSUs, the Committee established an immediate, meaningful equity stake for our Current NEOs and Mr. Shell that is (or was) intended to motivate long-term value creation. The Sign-on RSUs encouraged holistic long-term performance and provided a measure of value across market conditions, which the Committee believed was critical given the transformational nature of the Transactions and the importance of encouraging long-term decision-making during a period of integration that could lead to near-term volatility.

	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

The Sign-on RSUs, which were granted on or shortly following the Closing Date, vest in equal quarterly installments over a five-year period, subject to the applicable NEO’s continued employment with the Company through the applicable vesting date and vest in full (to the extent unvested) upon a change in control of the Company (as defined in the 2025 Plan).

The Sign-on RSUs were granted with the expectation that the Current NEOs and Mr. Shell would not receive additional regular equity awards in the near-term.

However, the Committee retains discretion to consider additional grants of equity awards to our Current NEOs from time to time as it determines to be necessary or appropriate, including to maintain strong long-term incentive levels, support retention and reinforce alignment with evolving strategic or financial priorities.

Equity Award Grant Date Procedures

The grant date for equity awards is the date on which the Board or Committee approves awards under the 2025 Plan or, if so determined by the Board or Committee, a future grant date. As discussed above, we granted equity awards to our Current NEOs, Mr. Shell and certain other executives in connection with their entry into employment agreements on or following the Closing Date. We did not grant awards of stock options, stock appreciation rights or similar option-like awards during 2025.

We do not grant equity awards, including those made to newly hired or newly promoted executive officers, in anticipation of the release of material, non-public information or take into account material non-public information when determining the terms of equity awards. Similarly, we do not time the release of material, non-public information based on equity grant dates for the purpose of affecting the value of executive compensation. We provide communications regarding individual grant awards, including the terms and conditions, to recipients as soon as administratively feasible.

Delegation of Authority with Respect to LTIP Awards

The Committee has delegated to certain of our officers the authority to make grants under the 2025 Plan to employees who are not directors or Section 16 Officers, subject to certain limitations, including on (i) the circumstances in which the authority may be used, (ii) the total number of shares underlying such grants in a given period and (iii) in some cases, the amount that may be awarded to an individual.

CERTAIN 2026 COMPENSATION ACTIONS

On April 24, 2026, in connection with our pending merger with Warner Bros. Discovery, Inc. (the “WBD Transaction”), the Board approved a grant of RSUs under the 2025 Plan (the “2026 RSUs”), to be effective as of the closing of the WBD Transaction, and cash bonuses (each, in this CD&A, an “Award”) to each of Messrs. Ellison, Brandon-Gordon and Delrahim.

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The 2026 RSUs will vest in equal quarterly installments over a five-year period following the closing of the WBD Transaction, subject to the applicable executive’s continued employment with the Company through the applicable vesting date, and will vest in full (to the extent then-unvested) upon a change in control of the Company (as defined in the 2025 Plan).

Each Award will be paid to the applicable executive in a single lump-sum amount within 30 days following the closing of the WBD Transaction, subject to the applicable executive’s continued employment with the Company through the closing of the WBD Transaction.

The table below sets forth the amounts of the 2026 RSUs and the Awards.

	Executive	Award			2026 RSUs*
	David Ellison	$	50,000,000		$	100,000,000
	Andrew Brandon-Gordon	$	15,000,000		$	23,000,000
	Makan Delrahim	$	12,500,000		$	12,500,000

***** The number of RSUs granted to each executive will be determined by dividing the dollar value by the 20 trading-day volume weighted average price of the Company’s Class B Common Stock as of the third business day immediately prior to the date on which the WBD Transaction closes (but no less than $12.00 and no greater than $16.02).

ANTI-HEDGING POLICY

We believe that engaging in short-term speculation in Paramount securities or personally profiting from a decline in our stock price would be, or may appear to be, inconsistent with the interests of our stockholders and the long-term value of the Company. Therefore, all employees, including our NEOs, are prohibited from (i) engaging in “short” sales of Company securities that they beneficially own and from buying or selling beneficial ownership of any Company-based derivative securities (such as “puts” and “calls”) that would result in receiving any gain or benefit if the price of the security declines, and (ii) entering into any derivative transactions with respect to beneficial ownership of Company securities (including unvested equity compensation), including any short sale, forward, equity swap, option or collar that is based on our stock price.

CLAWBACK POLICY

We maintain a clawback policy that covers current and former executive officers in accordance with the requirements of Exchange Act Rule 10D-1 and Nasdaq listing standards, as well as other members of the Company’s senior leadership team.

OTHER BENEFITS AND PROGRAMS

Retirement, Deferred Compensation and Benefit Plans and Programs

We provide active, eligible employees with the opportunity to build financial resources for retirement through our broad-based tax-qualified defined benefit and/or defined contribution plans. In addition, eligible executives participate in our nonqualified defined benefit and/or deferred compensation plans. In some instances, participants in these qualified and nonqualified plans may also have frozen benefits in other qualified and nonqualified plans.

We make employer contributions to our 401(k) and excess 401(k) plans for participating employees and provide company-paid life insurance to our NEOs.

Limited Perquisites

In certain instances, we provide executives with limited perquisites that we believe are reasonable and typical for executives in the same or similar industries and help us to attract and retain these executives.

The Company provides personal security services to certain NEOs as it deems necessary and appropriate, in consultation with our internal security teams and external security advisors, in light of the range of security issues encountered by executive officers of large public companies. In 2025, we provided company-paid personal security services or arrangements to our CEO, which included the cost for security personnel for his protection at his residence or during personal travel, and threat monitoring services and residential security systems. We believe these security arrangements are prudent from a risk management perspective and benefit the Company and our stockholders because of the importance of our Current NEOs and their leadership of Paramount.

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Occasionally, an NEO’s partner or other guest may accompany him to Paramount events and we may pay for certain limited costs associated with such attendance. From time to time, guests may accompany an NEO traveling for business purposes on a Company-owned or leased aircraft at no incremental cost to the Company.

Severance Arrangements

In 2025, all of our NEOs had employment contracts with us and would have been entitled to severance payments and benefits upon the occurrence of a termination of employment without “cause” or a resignation for “good reason” during 2025 and, for Mr. Warren, due to his death or disability, as set forth in their respective employment agreements.

In assessing severance payments and benefits in connection with senior executive employment arrangements, the Committee considers competitive practice with respect to comparable executives at peer companies as well as prevailing practice and trends with respect to other public companies that are relevant in terms of size and complexity. The objective of these payments and benefits is to recruit and retain talent in a competitive market and, as applicable, compensate executives for restrictive covenants and other obligations following a termination without “cause” or a resignation for “good reason.”

For additional information, see the narrative section that follows the Summary Compensation Table for 2025 and the section entitled “Potential Payments Upon Termination or Change in Control”.

TAX AND ACCOUNTING CONSIDERATIONS

Section 162(m)

Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) (“Section 162(m)”), generally limits our ability to deduct annual compensation paid to our CEO and other “covered employees” (including our NEOs) for U.S. federal income tax purposes to $1 million per year. Further, once any of our employees is considered a “covered employee” under Section 162(m) of the Code, that person will generally remain a “covered employee” so long as the person receives compensation from us. The Committee intends to continue to implement compensation programs that it believes are competitive and in the best interests of Paramount and our stockholders, even if not fully tax deductible by the Company under Section 162(m).

“Golden Parachute” Payments

In making compensation decisions, the Committee also considers the impact of Code Sections 280G and 4999, which provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a successor, cannot deduct the amounts subject to this excise tax as compensation. Our executive officers’ compensation arrangements include “net-best” provisions, which provide that, to the extent that any payment or benefit received by an executive would constitute “parachute payments” within the meaning of Code Section 280G (“Section 280G”), such payments and/or benefits will be subject to reduction if such reduction would result in a greater net after-tax benefit to the applicable executive than receiving the full amount of such payments. We do not provide any tax gross-ups to cover excise taxes under Section 4999 or in connection with a change in control.

Accounting for Share-Based Compensation

We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”), for our share-based compensation awards. FASB ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including RSUs, based on the grant date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards.

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Compensation Committee Report

The following Compensation Committee Report does not constitute soliciting material and shall not be deemed filed or incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent we specifically incorporate such information by reference.

The Compensation Committee of the Board of Directors of Paramount Skydance Corporation has reviewed and discussed with management the CD&A included in this Amendment. Based on this review and these discussions, the Compensation Committee has recommended to the Paramount Skydance Corporation Board of Directors that the CD&A be included in this Amendment.

Members of the Compensation Committee

Safra A. Catz

Gerald Cardinale, Chair

Justin Hamill

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Executive Compensation

SUMMARY COMPENSATION TABLE FOR 2025

The following table sets forth information concerning total compensation for our NEOs for the period commencing on the Closing Date and ending on December 31, 2025 (the “Covered Period”).

	Name and Principal Position		Year		Salary ($) (1)		Bonus ($) (2)		Stock Awards ($) (3)		Non-Equity Incentive Plan Compensation ($) (4)		All Other Compensation ($) (5)		Total ($)
	David Ellison Chairman and CEO		2025		1,408,046		—		58,700,000		1,410,000		1,693,523		63,211,569
	Andrew Warren Former Chief Financial Officer		2025		482,759		—		—		1,692,000		1,742		2,176,501
	Jeffrey Shell Former President		2025		1,408,046		—		58,700,000		567,807		9,135		60,684,988
	Andrew Brandon-Gordon Chief Strategy Officer and Chief Operating Officer		2025		1,126,437		—		46,960,000		454,246		1,742		48,542,425
	Makan Delrahim Chief Legal Officer		2025		844,828		5,000,000		57,390,000		336,144		9,570		63,580,542

(1)	Amounts reflect salary earned by each NEO for the portion of the Covered Period that they were employed with Paramount, including salary deferred under qualified and nonqualified arrangements, as applicable.

(2)	Reflects the One-time Bonus paid to Mr. Delrahim in connection with the commencement of his employment.

(3)	Amounts reflect the aggregate grant date fair value of the Sign-on RSUs determined in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in calculating the grant date fair value amounts for 2025, see Note 14 “Stock-Based Compensation” to the audited 2025 consolidated financial statements on pages II-93 to II-96 in our Initial Form 10-K.

(4)	Amounts represent 2025 annual incentive awards earned by the applicable NEO under the STIP. A portion of the amounts for Messrs. Ellison and Warren relates to their service to Skydance and Paramount Global, respectively, prior to the Closing Date.

(5)	The following table describes each component of the “All Other Compensation” column for 2025:

	Named Executive Officer	Company Contribution to Excess 401(k) Plan ($)(a)		Company Paid Life Insurance ($)(b)		Perquisites and Other Personal Benefits ($)		Total ($)
	David Ellison	—		648		1,692,875(c)		1,693,523
	Andrew Warren	—		1,742		—		1,742
	Jeffrey Shell	4,779		4,356		—		9,135
	Andrew Brandon-Gordon	—		1,742		—		1,742
	Makan Delrahim	5,250		4,320		—		9,570

	(a)	Represents Company matching contributions made for 2025 under our excess 401(k) plan.

	(b)	Represents premiums paid by us in 2025 for life insurance coverage.

	(c)	Reflects $1,680,291 in personal security-related costs for Mr. Ellison and $12,584 in costs associated with personal guest attendance of certain business events.

Employment Agreements with NEOs

During 2025, all NEOs had employment agreements with us that set forth the terms and conditions of their employment. The material terms of each of the employment agreements that are necessary to an understanding of the information provided in the Summary Compensation Table for 2025 are provided below. See “Potential Payments Upon Termination or Change in Control” for a discussion of the severance payments and benefits for the NEOs in connection with certain terminations of their employment and, under “Compensation Discussion and Analysis,” the sections entitled “Annual Incentive Awards” and “Long-Term Incentive Compensation Program” for discussions of the terms of the annual cash incentive awards and long-term equity incentive awards.

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Current NEO Agreements

On August 7, 2025 (or, for Mr. Delrahim, on September 25, 2025), Paramount entered into employment agreements (each, a “Current NEO Agreement”) with each of Messrs. Ellison, Brandon-Gordon and Delrahim providing for an initial five-year employment term commencing August 7, 2025 (or, for Mr. Delrahim, October 6, 2025).

Pursuant to the Current NEO Agreements, Messrs. Ellison, Brandon-Gordon and Delrahim are entitled to (i) an annual base salary of no less than $3,500,000, $2,800,000 and $3,500,000, respectively; (ii) an annual bonus targeted at $1,500,000, $1,200,000 and $1,500,000, respectively; and (iii) for Mr. Ellison, Company-paid personal security services. In addition, pursuant to their Current NEO Agreements, each of the Current NEOs was granted Sign-on RSUs on August 7, 2025, or, for Mr. Delrahim, on October 6, 2025. The Sign-on RSUs vest in equal quarterly installments over a five-year period, subject to the applicable executive’s continued employment with Paramount through the applicable vesting date, and will vest in full (to the extent unvested) upon a change in control of the Company (as defined in the 2025 Plan).

In addition, pursuant to their respective Current NEO Agreements, (i) any incentive-based compensation provided to the executives is subject to recovery by Paramount in the event of a restatement of the financial statements of Paramount or applicable business unit on which the calculation or determination of the incentive-based compensation was based; and (ii) the executives are subject to certain non-competition, non-solicitation, non-interference, confidentiality, non-disclosure and other restrictive covenants.

The Current NEO Agreements contain “net-best” provisions providing that, to the extent that any payment or benefit received by a Current NEO pursuant to his Current NEO Agreement or otherwise would constitute “parachute payments” within the meaning of Section 280G, such payments and/or benefits will be subject to reduction if such reduction would result in a greater net after-tax benefit to the applicable Current NEO than receiving the full amount of such payments.

Shell Employment Agreement

On August 7, 2025, Paramount entered into an employment agreement with Mr. Shell, providing for an initial five-year employment term commencing August 7, 2025.

Pursuant to Mr. Shell’s employment agreement, he was entitled to (i) an annual base salary of no less than $3,500,000 and (ii) an annual bonus targeted at $1,500,000. In addition, pursuant to his employment agreement, Mr. Shell was granted Sign-on RSUs on August 7, 2025, which were scheduled to vest in equal quarterly installments over a five-year period, subject to his continued employment through the applicable vesting date.

As previously disclosed, on April 8, 2026, Mr. Shell ceased to serve as an employee of the Company and member of the Board. In connection with his separation, he entered into a separation agreement (the “Separation Agreement”) with the Company and will receive the payments and benefits under the terms of the previously disclosed Separation Agreement.

Warren Employment Agreement

Mr. Warren is party to an employment agreement with Paramount Global, dated July 19, 2024, which provides for a term commencing on August 12, 2024 and continuing through and including August 11, 2028 (the “Warren Agreement”). Pursuant to the Warren Agreement, Mr. Warren is entitled to (i) an annual base salary of no less than $1,200,000; (ii) an annual bonus targeted at 150% of his annual base salary; and (iii) an annual target long-term incentive award opportunity of $5,000,000.

In addition, pursuant to the Warren Agreement, (i) any incentive-based compensation provided to him is subject to recovery by Paramount in the event of a restatement of the financial statements of Paramount or applicable business unit on which the calculation or determination of the incentive-based compensation was based; and (ii) Mr. Warren is subject to certain non-solicitation, non-interference, confidentiality, non-disclosure and other restrictive covenants.

The Warren Agreement contains a “net-best” provision providing that, to the extent that any payment or benefit received by him pursuant to his employment agreement or otherwise would constitute “parachute payments” within the meaning of Section 280G, such payments and/or benefits will be subject to reduction if such reduction would result in a greater net after-tax benefit to him than receiving the full amount of such payments.

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GRANTS OF PLAN-BASED AWARDS DURING 2025

The following table sets forth information concerning grants of awards under our incentive programs to the NEOs during the Covered Period.

	Name		Grant Date		Action Date(1)		Estimated Future Payouts Under Non-Equity Incentive Plan Awards(2)										All Other Stock Awards: Number of Shares of Stock or Units (#)(3)		Grant Date Fair Value of Stock and Option Awards ($)(4)
Threshold ($)			Target ($)				Maximum ($)
	David Ellison		8/7/2025		8/7/2025		—				—				—		5,000,000		58,700,000
			—		—		375,000				1,500,000				3,000,000		—		—
	Andrew Warren		—		—		450,000				1,800,000				3,600,000		—		—
	Jeffrey Shell		8/7/2025		8/7/2025		—				—				—		5,000,000		58,700,000
			—		—		151,028				604,110				1,208,220		—		—
	Andrew Brandon-Gordon		8/7/2025		8/7/2025		—				—				—		4,000,000		46,960,000
			—		—		120,822				483,288				966,576		—		—
	Makan Delrahim		10/6/2025		9/25/2025		—				—				—		3,000,000		57,390,000
			—		—		89,384				357,534				715,068		—		—

(1)	The “Action Date” refers to the date on which the Board approved the grants reported in the table.

(2)

Amounts reflect the range of potential bonus payments for each NEO for the Covered Period from threshold to maximum, based on the NEO’s target annual cash bonus opportunity under the 2025 STIP, with threshold, target and maximum payouts amounting to 25%, 100% and 200% of the applicable NEO’s target bonus opportunity, respectively. In addition, (i) amounts for Messrs. Ellison and Warren reflect their full-year opportunities under the STIP, with a portion relating to the executive’s service to Skydance and Paramount Global, respectively, prior to the Closing Date, and (ii) amounts for Messrs. Shell, Brandon-Gordon and Delrahim reflect pro-ration of their STIP bonus opportunities for the portion of the Covered Period that they were employed by us.

(3)	Represents the Sign-on RSUs.

(4)	Amounts reflect the aggregate grant date fair value of the Sign-on RSUs determined in accordance with FASB ASC Topic 718. For a discussion of the assumptions made in calculating the grant date fair value amounts for 2025, see Note 14 “Stock-Based Compensation” to the audited 2025 consolidated financial statements on pages II-93 to II-96 in our Initial Form 10-K.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END 2025

The following table sets forth the outstanding equity awards held by our NEOs on December 31, 2025, which were comprised of unvested time-vesting RSUs. Market values were calculated using the closing price of our Class B Common Stock on December 31, 2025, which was $13.40.

	Name	Grant Date		Number of Shares or Units of Stock that Have Not Vested (#)			Market Value of Shares or Units of Stock that Have Not Vested ($)
	David Ellison	8/7/2025 (1)		4,750,000			63,650,000
	Andrew Warren	8/26/2024 (2)		117,681			1,576,925
		2/3/2025 (3)		465,549			6,238,357
	Jeffrey Shell	8/7/2025 (1)		4,750,000			63,650,000
	Andrew Brandon-Gordon	8/7/2025 (1)		3,800,000			50,920,000
	Makan Delrahim	10/6/2025 (1)		3,000,000			40,200,000

	(1)	These RSUs vest in equal quarterly installments over the five-year period that commenced on the applicable grant date, subject to the executive’s continued employment through the applicable vesting date.

	(2)	These RSUs vest in equal annual installments on the first three anniversaries of the grant date, subject to the executive’s continued employment through the applicable vesting date.

	(3)	These RSUs vest in equal annual installments on the first three anniversaries of March 1, 2025, subject to the executive’s continued employment through the applicable vesting date.

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OPTION EXERCISES AND STOCK VESTED DURING 2025

The following table sets forth information concerning the vesting of stock awards during 2025 for each of our NEOs. No NEO exercised options during 2025. None of Mr. Delrahim’s Sign-on RSUs vested in 2025.

		Stock Awards
	Name	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)(1)
	David Ellison	250,000	3,775,000
	Andrew Warren	58,841	932,041
	Jeffrey Shell	250,000	3,775,000
	Andrew Brandon-Gordon	200,000	3,020,000

(1)	Represents the number of shares underlying RSUs that vested in 2025, multiplied by the closing price of our Class B Common Stock on the applicable vesting date.

NONQUALIFIED DEFERRED COMPENSATION IN 2025

The following table sets forth information concerning nonqualified deferred compensation for 2025 with respect to the NEOs who participate in any such plan.

Name	Plan Name		Executive Contributions in Last Fiscal Year (1)($)		Registrant Contributions in Last Fiscal Year (2)($)		Aggregate Earnings in Last Fiscal Year (3)($)		Aggregate Withdrawals / Distributions ($)		Aggregate Balance at Last FYE ($)(4)
Jeffrey Shell	Deferred Salary Plans		141,346		4,779		852		—		146,977
	Deferred Bonus Plans		85,171		—		—		—		85,171
Makan Delrahim	Deferred Salary Plans		23,423		5,250		127		—		28,800
	Deferred Bonus Plans		—		—		—		—		—

(1)	Executive contributions pursuant to deferred salary and bonus plans are included in the “Salary” and “Non-Equity Incentive Plan Compensation” columns, respectively, in the Summary Compensation Table for 2025.

(2)	Amounts reported are included in the “All Other Compensation” column of the Summary Compensation Table for 2025.

(3)	No portion of these amounts is included in the Summary Compensation Table 2025, as none of these plans or arrangements provided for above-market or preferential earnings during 2025.

(4)	Contributions to our deferred bonus plan were earned and deferred in 2025 but are not credited to the applicable NEO’s deferred bonus plan account until 2026.

Description of Nonqualified Deferred Compensation

Set forth below is information with respect to each plan under which deferrals of compensation are reflected in the table above.

Deferred Salary Plan

We maintain supplemental 401(k) plans, including the Paramount Global Excess 401(k) Plan for Designated Senior Executives (the “Excess 401(k) Plan”), an unfunded nonqualified deferred compensation plan intended to provide benefits to employees who are eligible to participate in the Company’s 401(k) plan (“Company 401(k) Plan”), and whose annual base salary exceeds the applicable eligible compensation for purposes of the Company 401(k) Plan (the “Annual Limit”). A participant can defer between 1% and 15% of his or her eligible compensation through payroll deductions on a pre-tax basis.

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Under the Excess 401(k) Plan, eligible compensation generally includes base pay or salary, including pre-tax contributions to the Company 401(k) Plan and our group health and welfare plans, flexible spending accounts and contributions to the commuter reimbursement account plan, plus overtime, commissions, hazard pay and shift differential pay. Nondiscretionary matching contributions made by the Company to the Excess 401(k) Plan on and after January 1, 2021, are equal to the sum of (a) 100% of the first 1% of eligible compensation deferred each pay period on a pretax basis and (b) 50% of the next 5% of eligible compensation deferred each pay period, which is equal to a maximum nondiscretionary matching contribution of 3.5% of eligible compensation. In addition, any nondiscretionary matching contributions made by the Company to the Company 401(k) Plan and the Excess 401(k) Plan, together, will not be made with respect to annual compensation in excess of $500,000 for any participant. Participants become fully vested in the matching contribution after two years of service. Deferred amounts are reflected in phantom notional accounts and are credited (or charged) with notional earnings and/or losses as if the deferred amounts were invested in accordance with the participant’s investment elections under the Excess 401(k) Plan with respect to investment options, which options are determined by the plan committee. Company matching contributions are also reflected in phantom notional accounts, which are credited (or charged) with notional earnings and/or losses as if the matching contributions were invested in accordance with the participant’s investment elections under the Excess 401(k) Plan. The vested portion of a participant’s Excess 401(k) Plan account is distributed in cash after termination of employment in accordance with the participant’s distribution election, either in a lump sum payment or in installment payments.

Deferred Bonus Plan

We maintain bonus deferral plans, including the Company’s Bonus Deferral Plan for Designated Senior Executives (the “BDP”), an unfunded nonqualified deferred compensation plan intended to provide benefits to employees who are eligible to participate in our Company 401(k) Plan, and whose annual base salary exceeds the Annual Limit. Participants can defer between 1% and 15% of their short-term incentive plan bonus to the BDP on a pre-tax basis. Participant accounts under the BDP are credited (or charged) with notional earnings, gains or losses based on the investment performance of the funds selected by the participant from the list of notional investment options identified by the plan committee. Amounts deferred under the BDP are distributed in cash after termination of employment in accordance with the participant’s distribution election, either in a lump sum payment or installment payments. Matching contributions are not made under the BDP.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Potential Payments Pursuant to Arrangements with NEOs

In 2025, all of our NEOs had employment agreements (each, an “Employment Agreement”) providing for payments upon certain terminations of employment. The table below reflects the payments and benefits due to the NEOs in connection with (i) the applicable NEO’s termination without “cause” or resignation for “good reason” (each as defined in the applicable Employment Agreement, a “qualifying termination”), (ii) for Mr. Warren, a termination as a result of his death or disability, and (iii) a change in control of the Company, in each case assuming that the applicable triggering event occurred on December 31, 2025. These amounts do not reflect accrued, unpaid wages through the date of termination or benefits that are provided pursuant to plans or arrangements that are available generally to all salaried employees (such as amounts accrued under the 401(k) plans and disability benefits) or that are set forth in the Nonqualified Deferred Compensation in 2025 table (such as amounts under excess plans). Mr. Shell’s Employment Agreement terminated upon him ceasing to serve as an employee of the Company on April 8, 2026.

Each Employment Agreement requires (or required, as applicable) offset of severance amounts and benefits to the extent the NEO earns compensation or becomes eligible for benefit coverage, respectively, from a new employer or other third party. For purposes of the table below, we have assumed that no offset applies. Each Employment Agreement also provides (or provided, as applicable) that if, at the time of the NEO’s qualifying termination, the applicable NEO is eligible to participate in a severance plan that provides for more favorable severance payments and benefits than those set forth in the Employment Agreement, the executive’s severance amounts will be automatically adjusted to those amounts. As of December 31, 2025, none of our NEOs were eligible to participate in a severance plan.

None of our NEOs are (or were during 2025) entitled to enhanced severance benefits in connection with a termination upon or following a change in control. Only Mr. Warren was entitled to receive severance benefits upon a termination due to death or disability.

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	Scenario		Continuation of Salary and Other Cash Compensation ($)(3)		Annual Bonus Payment(s) ($)(4)		Continuation of Medical, Dental & Life Insurance ($)(5)		Outplacement Assistance ($)(6)		Total Acceleration of Equity Awards ($)(7)		Total ($)
	David Ellison
	Qualifying Termination (1)		7,000,000		3,000,000		83,499		25,000		26,800,000		36,908,499
	Change in Control (2)		—		—		—		—		63,650,000		63,650,000
	Andrew Warren
	Qualifying Termination (1)		2,643,678		3,356,322		107,097		25,000		7,815,282		13,947,379
	Death or Disability		—		—		—		—		7,815,282		7,815,282
	Jeffrey Shell
	Qualifying Termination (1)		7,000,000		3,000,000		77,126		25,000		26,800,000		36,902,126
	Change in Control (2)		—		—		—		—		63,650,000		63,650,000
	Andrew Brandon-Gordon
	Qualifying Termination (1)		5,600,000		2,400,000		77,126		25,000		21,440,000		29,542,126
	Change in Control (2)		—		—		—		—		50,920,000		50,920,000
	Makan Delrahim
	Qualifying Termination (1)		7,000,000		3,000,000		77,126		25,000		16,080,000		26,182,126
	Change in Control (2)		—		—		—		—		40,200,000		40,200,000

(1)	Amounts reflect payments pursuant to the applicable Employment Agreement upon a qualifying termination.

(2)	Amounts reflect acceleration of Sign-on RSUs in accordance with the applicable Employment Agreement.

(3)	Amounts reflect: For Messrs. Ellison, Shell, Brandon-Gordon, and Delrahim, two times the applicable NEO’s annual base salary; and for Mr. Warren, continuation of his annual base salary through the end of his contract term, reduced by $491,954, as result of the applicable cap under his Employment Agreement.

(4)

Amounts reflect: For Messrs. Ellison, Shell, Brandon-Gordon, and Delrahim, two times the applicable NEO’s target annual bonus opportunity; and for Mr. Warren, an amount equal to his target bonus opportunity for each remaining year of his contract term (pro-rated for any partial year), reduced by $1,351,370 in the aggregate, as result of the applicable cap under his Employment Agreement. Mr. Warren’s Employment Agreement also provides for him to receive a pro-rated annual bonus for the year of termination of employment due to his death or disability, paid at the lesser of his target amount or the target amount modified by the Company performance factor. However, assuming he remained employed through the end of 2025, he would have received his full annual bonus pursuant to the STIP’s terms as then in effect in lieu of a pro-rated bonus pursuant to the severance provisions in his Employment Agreement.

(5)	Amounts reflect our cost of providing continued dental and medical insurance benefits for all NEOs and, for Mr. Warren, vision insurance benefits and life insurance coverage, in each case as provided in the applicable Employment Agreement.

(6)	Amounts reflect our cost of providing outplacement services for a maximum period of 12 months following termination of employment, which are provided in accordance with our recent practices of providing outplacement services to senior executives with employment agreements who are terminated without “cause” and not required under the Employment Agreements.

(7)	The calculation of the value associated with the acceleration of the vesting of outstanding equity awards was based on the closing price of our Class B Common Stock on December 31, 2025 of $13.40.

Current NEO Qualifying Termination

The Current NEO Agreements provide that, if the applicable executive incurs a qualifying termination, then, subject to his timely execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, he will be entitled to receive:

•	an amount in cash equal to two times the sum of his then-current base salary and target annual bonus, payable in substantially equal installments in accordance with the Company’s regular payroll practices for 24 months following the date of termination;

•	any earned, unpaid annual bonus for the fiscal year ending immediately prior to the fiscal year in which the date of termination occurs;

•	accelerated vesting of a number of the executive’s Sign-on RSUs that would have otherwise vested through the 24-month anniversary of the date of termination (had the executive’s employment not terminated); and

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•	Company-subsidized health and dental benefit coverage until the earlier of the (x) 24-month anniversary of the date of termination and (y) time the executive becomes eligible under another employer’s plan.

The cash severance payments are subject to offset, to the extent that the executive is receiving other compensation for the executive’s services, subject to limited exceptions. Under the terms of the applicable Employment Agreement, the executives are subject to certain restrictive covenants, including non-competition, non-solicitation, non-interference, confidentiality, and non-disclosure covenants.

Each Current NEO Employment Agreement provides that if, at the time of the executive’s qualifying termination, there is in effect a severance plan for which the applicable executive is eligible that provides for more favorable severance payments and benefits than those set forth in the executive’s Current NEO Employment Agreement, then the executive’s severance amounts will be automatically adjusted to those amounts.

Current NEO Contract Expiration

If a Current NEO’s employment terminates due to the expiration of the term of his Current NEO Agreement on August 8, 2030 (or, for Mr. Delrahim, October 6, 2030), then, subject to his timely execution and non-revocation of a release, he will be entitled to receive a pro-rata annual bonus for the fiscal year of termination, based on actual performance results for such year.

Shell Qualifying Termination

Under Mr. Shell’s Employment Agreement as in effect on December 31, 2025, and subject to his timely execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, upon a qualifying termination Mr. Shell would have been entitled to receive:

•	an amount in cash equal to two times the sum of his then-current base salary and target annual bonus, payable in substantially equal installments in accordance with the Company’s regular payroll practices for 24 months following the date of termination;

•	any earned, unpaid annual bonus for the fiscal year ending immediately prior to the fiscal year in which the date of termination occurs;

•	accelerated vesting of a number of his Sign-on RSUs that would have otherwise vested through the 24-month anniversary of the date of termination (had his employment not terminated); and

•	Company-subsidized health and dental benefit coverage until the earlier of the (x) 24-month anniversary of the date of termination and (y) time he becomes eligible under another employer’s plan.

The cash severance payments would have been subject to offset, to the extent that Mr. Shell was receiving other compensation for his services, subject to limited exceptions. Under the terms of his Employment Agreement, Mr. Shell would have remained subject to certain restrictive covenants, including non-competition, non-solicitation, non-interference, confidentiality, and non-disclosure covenants.

Mr. Shell’s Employment Agreement provided that if, at the time of his qualifying termination, there were in effect a severance plan for which he was eligible that provided for more favorable severance payments and benefits than those set forth in his Employment Agreement, then his severance amounts would have been automatically adjusted to those amounts.

Shell Contract Expiration

If Mr. Shell’s employment had terminated due to the expiration of the term of his Employment Agreement as in effect on December 31, 2025, then, subject to his timely execution and non-revocation of a release, he would have been entitled to receive a pro-rata annual bonus for the fiscal year of termination, based on actual performance results for such year.

Warren Qualifying Termination

Mr. Warren’s Employment Agreement provides that, if he incurs a qualifying termination, then, subject to his timely execution and non-revocation of a release of claims and continued compliance with applicable restrictive covenants, he will be entitled to receive:

•

subject to an overall cap of two times the sum of his base salary and target bonus amount, salary payable until the later of the (x) first anniversary of termination or (y) end of the contract term (i.e., August 11, 2028), at the same time that it would have been paid had he remained employed, and an annual bonus and/or pro-rated bonus for each remaining year of the contract term at the lesser of his target amount or the target amount modified by the Company performance factor;

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•	accelerated vesting of outstanding equity awards that would have otherwise vested through the longer of the remaining contract term and the 12-month period following his termination;

•	Company-paid medical, dental and vision benefits for the longer of the remainder of the contract term and 12 months, or until the time that he becomes covered by another employer’s plan, if earlier; and

•	Company-paid life insurance until the end of the contract term, or, if longer, the end of the period that he is receiving cash severance payments, or, if earlier, until the time that he becomes eligible under another employer’s plan.

The severance payments are subject to offset, with respect to the period beginning 6 months after termination and ending when the Company is no longer required to make severance payments, to the extent that he is receiving other compensation for his services. Mr. Warren is subject to certain restrictive covenants, including non-solicitation, non-interference, and protection of our confidential information.

The Warren Agreement provides that if, at the time of Mr. Warren’s qualifying termination, there is in effect a severance plan for which he is eligible that provides for more favorable severance payments and benefits than those set forth in the Warren Agreement, then his severance amounts will be automatically adjusted to those amounts.

Further, pursuant to the terms and conditions of Mr. Warren’s outstanding equity awards, Mr. Warren would have received full accelerated vesting of his outstanding equity awards in connection with a qualifying termination on December 31, 2025.

Death or Termination Due to Disability of Mr. Warren

If Mr. Warren had died or had been terminated on December 31, 2025 due to disability, he would have received accrued compensation and benefits payable through the date of termination and, pursuant to the terms and conditions of his outstanding awards, accelerated vesting of his outstanding equity awards. His employment agreement also provides for him to receive a pro-rated annual bonus for the year of termination of employment for these reasons, paid at the lesser of his target amount or the target amount modified by the Company performance factor.

PAY RATIO

As required by applicable SEC rules, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Ellison, our CEO. The pay ratio figures below are a reasonable estimate calculated in a manner consistent with SEC rules and the methodology described below.

For the period commencing August 7, 2025 and ending on December 31, 2025, the total compensation of the median employee was $57,004 and the total compensation of the CEO was $63,229,235, most of which is attributable to the Sign-on RSUs, which vest over five years and have a fair market grant date value of $58,700,000. The total compensation for our median employee and the total compensation for the CEO for these purposes include our cost of health insurance premiums, which was not included in the Summary Compensation Table for 2025. For 2025, the ratio of the annual total compensation of the CEO to the annual total compensation of the median employee was 1,109 to 1.

As permitted under SEC rules, we used the same median employee that we used for purposes of disclosing Paramount Global’s 2023 pay ratio as there has been no change (including after taking into account the Transactions) in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio analysis.

The following methodology and consistently applied material assumptions, adjustments and estimates were used to identify the median employee, as well as determine the annual total compensation of the median employee:

•

As of December 31, 2023, Paramount Global’s employee population consisted of approximately 22,300 individuals, consisting of full-time, part-time and temporary employees, working for Paramount Global and its consolidated subsidiaries. As permitted under the applicable SEC de minimis rule, we excluded certain non-U.S. employees from the employee population, which collectively amounted to less than 5% of Paramount Global’s total number of employees. The jurisdictions and numbers of employees excluded on this basis were Brazil (29), Canada (67), China (16), Denmark (8), France (135), Hong Kong (6), Hungary (287), Israel (86), Japan (36), Mexico (98), New Zealand (10), Nigeria (10), Portugal (7), Russia (14), Singapore (63), Spain (128), South Africa (68), Sweden (16), and the following countries with five or fewer employees: Belgium, Colombia, Czech Republic, Ireland, Italy and Taiwan.

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•	To identify the “median employee” from the employee population, Paramount Global used W-2 Box 1 amounts (and the foreign equivalent for non-U.S. employees) as the consistently applied compensation measure.

•	Exchange rates were applied as of the determination date to convert all non-U.S. currencies into U.S. dollars.

•	Based on the estimated compensation of each employee, Paramount Global identified a band of employees with the approximate median estimated compensation value (the “Median Band”).

•	Paramount Global then identified the “median employee” from the employees within the Median Band. That employee’s annual total compensation was calculated in accordance with applicable SEC rules.

Director Compensation

DIRECTOR COMPENSATION DURING 2025

The following table sets forth information concerning the compensation of each individual who served as a non-employee director during 2025:

	Name		Stock Awards ($) (1)		Total ($)
	Barbara M. Byrne		293,500		293,500
	Dennis K. Cinelli		338,014		338,014
	Gerald Cardinale		293,500		293,500
	Safra Catz		293,500		293,500
	Justin Hamill		293,500		293,500
	Sherry Lansing		293,500		293,500
	Paul Marinelli		293,500		293,500
	John Thornton		293,500		293,500

(1)

Amounts reflect the aggregate grant date fair value determined in accordance with FASB ASC Topic 718 of RSU awards granted on August 7, 2025 (or, for Mr. Cinelli, September 12, 2025). For a discussion of the assumptions made in calculating the grant date fair value amounts for 2025, see Note 14 “Stock-Based Compensation” to the audited 2025 consolidated financial statements on pages II-93 to II-96 in our Initial Form 10-K.

Each of the above non-employee directors had 25,000 unvested RSUs outstanding as of December 31, 2025, except for Mr. Cinelli, who had 17,989 unvested RSUs outstanding as of such date.

DESCRIPTION OF DIRECTOR COMPENSATION

Determination of Director Compensation

Non-employee directors appointed effective as of the Closing Date received an initial grant of 25,000 RSUs on the Closing Date, which vest in full on the earlier of the first anniversary of the Closing Date and the date of the next annual meeting of Paramount’s stockholders following the Closing Date, subject to the applicable non-employee director’s continued service on the Board through the applicable vesting date; provided that the RSUs will vest in full (i) immediately prior to a change in control of the Company (as defined in the 2025 Plan), subject to the applicable non-employee director’s continued service on the Board through immediately prior to such change in control, or (ii) upon a termination of the applicable non-employee director’s continued service on the Board by reason of his or her death or by Paramount due to his or her disability.

Following the Closing Date, non-employee directors receive compensation for their service on the Board and are eligible to participate in the director compensation program described below.

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Pursuant to its Charter, the Compensation Committee will annually review and make recommendations to the Board regarding director compensation. In accordance with the Guidelines and the Committee’s Charter, the Committee is guided by three principles in its review of director compensation: directors should be fairly compensated for the services they provide to us, taking into account, among other things, the size and complexity of our business and compensation paid to directors of comparable companies; directors’ interests should be aligned with the interests of stockholders; and directors’ compensation should be easy for stockholders to understand. Final director compensation determinations are made by the Board.

Director Compensation Program

In connection with the Transactions, effective as of the Closing Date, the Board adopted the Paramount Skydance Corporation Non-Employee Director Compensation Program (the “Director Compensation Program”), pursuant to which non-employee directors of the Board who are designated by the Board as participants in the Director Compensation Program are eligible to receive equity compensation for their services on the Board. The material terms of the Director Compensation Program are summarized below. Compensation under the Director Compensation Program is subject to the annual limits on non-employee director compensation set forth in the 2025 Plan (or any successor plan).

Annual Awards. Each non-employee director who is serving on the Board as of the date of any annual meeting of Paramount’s stockholders that occurs after the Closing Date and will continue to serve as a non-employee director immediately following such annual meeting will automatically be granted an award of RSUs covering a number of shares of Class B Common Stock equal to (i) $375,000, divided by (ii) the closing price for a share of Class B Common Stock on the applicable grant date, rounded down to the nearest whole RSU (an “Annual Award”). Each Annual Award will vest in full on the earlier of the first anniversary of the applicable grant date and the date of the next annual meeting of Paramount’s stockholders following the grant date, subject to the applicable non-employee director’s continued service on the Board through the applicable vesting date.

Pro-Rated Annual Awards. Each non-employee director who is initially appointed or elected to serve on the Board after the Closing Date, other than on the date of an annual meeting of Paramount’s stockholders, will automatically be granted a pro-rated award of RSUs (a “Pro-Rated Annual Award”) covering a number of shares of Class B Common Stock equal to (i) $375,000, divided by (ii) the closing price for a share of Class B Common Stock on the applicable grant date, multiplied by (iii) a fraction, (A) the numerator of which equals 365 minus the number of days (capped at 365) elapsed from the immediately preceding annual meeting date (or Closing Date, if there was no preceding annual meeting) through the date on which such non-employee director was appointed or elected to serve on the Board, and (B) the denominator of which equals 365, rounded down to the nearest whole RSU. Each Pro-Rated Annual Award will vest in full on the earlier of the first anniversary of the applicable grant date and the date of the next annual meeting of Paramount’s stockholders following the grant date, subject to the applicable non-employee director’s continued service on the Board through the applicable vesting date.

Acceleration. Annual Awards and Pro-Rated Annual Awards granted under the Director Compensation Program will vest in full (i) immediately prior to a change in control of the Company (as defined in the 2025 Plan or any successor plan), subject to the applicable non-employee director’s continued service on the Board through immediately prior to such change in control, or (ii) upon a termination of the applicable non-employee director’s continued service on the Board by reason of his or her death or by Paramount due to his or her disability.

Other

Expenses: Directors are reimbursed for expenses incurred in attending Board, committee and stockholder meetings and certain Company events (including travel and lodging) in accordance with the Company’s Board travel policies, and administrative expenses that may be approved by the Board from time to time.

Director Attendance at Certain Other Events: Paramount believes it is in its best interest for directors to participate in certain Company and other events, including to meet with management, customers, talent and others important to our business, and that such participation is, therefore, integrally and directly related to the performance of the directors’ duties. The Board has established a policy on director attendance at these events. Under the policy, tickets to these events are allocated to directors and we reimburse directors for travel and related expenses in accordance with our travel policies. Occasionally, a director’s partner or other guest may accompany him or her to events at our invitation or request and we may pay certain limited costs associated with such guest’s attendance.

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