Item 13. Certain Relationships and Related Transactions, and Director Independence.

Related Person Transactions

REVIEW, APPROVAL OR RATIFICATION OF TRANSACTIONS WITH RELATED PERSONS

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

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

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

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

TRANSACTIONS RELATED TO THE WARNER BROS. DISCOVERY MERGER

The Lawrence J. Ellison Revocable Trust Subscription Agreement

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

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

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RedBird Capital Partners Fund IV Subscription Agreement

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

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

Equity Syndication

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

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

RedBird BD LLC Financial Advisor Engagement Letter

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

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TRANSACTIONS WITH ELLISON RELATED PERSONS

Oracle

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

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

SM Campus

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

The Wing Trust

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

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

Annapurna

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

F50 League

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

Northstar Advisory Group

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

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TRANSACTIONS WITH REDBIRD RELATED PERSONS

Consulting Services

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

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

Hidden Pigeon

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

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

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

Bright North Studios

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

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

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

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

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

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

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

EverWonder Studio

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

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

Studio Lambert

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

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TRANSACTIONS WITH HARBOR LIGHTS

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

Director Independence

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

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

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

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

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

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