Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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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