Item 15. (b)
36K characters. Original on sec.gov ·
Item 15. (b)
On December 4, 2019, Viacom Inc. merged with and into CBS Corporation, with CBS Corporation continuing as the surviving company, and the combined company changed its name to ViacomCBS Inc. On February 16, 2022, ViacomCBS Inc. was renamed Paramount Global. On August 7, 2025, Paramount Global and Skydance Media, LLC became wholly-owned subsidiaries of Paramount Skydance Corporation.
| Exhibit No. | Description of Document | ||||||||||
| (2) | Plan of acquisition, reorganization, arrangement, liquidation or succession | ||||||||||
| (a) | Transaction Agreement, dated as of July 7, 2024, by and among Skydance Media, LLC, Paramount Global, New Pluto Global, Inc. (currently “Paramount Skydance Corporation”), Pluto Merger Sub, Inc., Pluto Merger Sub II, Inc., Sparrow Merger Sub, LLC and the Upstream Blocker Holders signatory thereto (incorporated by reference to Annex A to the Information Statement/Prospectus on Form S-4 of Paramount Skydance Corporation effective February 13, 2025) (File No. 333-282985).+ | ||||||||||
| (3) | Articles of Incorporation and Bylaws | ||||||||||
| (a) | Amended and Restated Certificate of Incorporation of Paramount Skydance Corporation, effective as of August 7, 2025 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791). | ||||||||||
| (b) | Amended and Restated Bylaws of Paramount Skydance Corporation, effective as of August 7, 2025 (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791). | ||||||||||
| (c) | Warrant Agreement, dated as of August 7, 2025, by and among Paramount Skydance Corporation, Pinnacle Media Ventures, LLC, Pinnacle Media Ventures II, LLC, Pinnacle Media Ventures III, LLC and RB Tentpole Holdings LP. (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791).± | ||||||||||
| (4) | Instruments defining the rights of security holders, including indentures | ||||||||||
| (a) | Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (filed herewith). | ||||||||||
| (b) | Amended and Restated Senior Indenture, dated as of November 3, 2008 (“2008 Indenture”), among CBS Corporation, CBS Operations Inc., and The Bank of New York Mellon, as senior trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S‑3 of CBS Corporation filed November 3, 2008) (Registration No. 333‑154962) (File No. 001‑09553). | ||||||||||
| (c) | First Supplemental Indenture to 2008 Indenture, dated as of April 5, 2010, among CBS Corporation, CBS Operations Inc., and Deutsche Bank Trust Company Americas, as senior trustee (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8‑K of CBS Corporation filed April 5, 2010) (File No. 001‑09553). | ||||||||||
| (d) | Indenture, dated as of April 12, 2006 (“2006 Indenture”), between Viacom Inc. and The Bank of New York (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Viacom Inc. filed April 17, 2006) (File No. 001-32686). | ||||||||||
| (e) | Twenty-First Supplemental Indenture, dated as of December 4, 2019, by and among CBS Corporation, Viacom Inc. and The Bank of New York Mellon, a New York banking corporation, as trustee (in such capacity, the “Trustee”), to the 2006 Indenture, dated as of April 12, 2006, between Viacom Inc. and the Trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of ViacomCBS Inc. filed December 4, 2019) (File No. 001-09553). | ||||||||||
| (f) | Indenture dated as of May 15, 1995 ("1995 Indenture") among CBS Corporation (formerly known as Viacom Inc.), CBS Operations Inc. (formerly known as Viacom International Inc.) and Deutsche Bank Trust Company Americas (successor Trustee to The First National Bank of Boston) (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of CBS Corporation filed December 15, 1995) (File No. 001-09553). | ||||||||||
| (g) | Eighth Supplemental Indenture, dated as of August 7, 2025, to the 1995 Indenture, by and between Paramount Global and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791). |
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| Exhibit No. | Description of Document | ||||||||||
| (h) | Ninth Supplemental Indenture, dated as of August 7, 2025, to the 1995 Indenture, by and among Paramount Skydance Corporation, Paramount Global and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791). | ||||||||||
| (i) | Twenty-Second Supplemental Indenture, dated as of August 7, 2025, to the 2006 Indenture, by and between Paramount Global and The Bank of New York Mellon (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791). | ||||||||||
| (j) | Twenty-Third Supplemental Indenture, dated as of August 7, 2025, to the 2006 Indenture, by and among Paramount Skydance Corporation, Paramount Global and The Bank of New York Mellon (incorporated by reference to Exhibit 4.4 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791). | ||||||||||
| (k) | Second Supplemental Indenture, dated as of August 7, 2025, to the 2008 Indenture, by and among Paramount Global, The Bank of New York Mellon and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.5 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791). | ||||||||||
| (l) | Third Supplemental Indenture, dated as of August 7, 2025, to the 2008 Indenture, by and among Paramount Skydance Corporation, Paramount Global, The Bank of New York Mellon and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.6 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791). | ||||||||||
| (m) | Indenture, dated as of November 16, 2017 (the “2017 Indenture”), among CBS Corporation, CBS Operations Inc. and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Paramount Global filed November 20, 2017 (File No. 001-09553). | ||||||||||
| (n) | First Supplemental Indenture, dated as of August 7, 2025, to the 2017 Indenture, by and between Paramount Global and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.7 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791). | ||||||||||
| (o) | Second Supplemental Indenture, dated as of August 7, 2025, to the 2017 Indenture, by and among Paramount Skydance Corporation, Paramount Global and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.8 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791). | ||||||||||
| (p) | Indenture, dated as of March 27, 2020 (“2020 Indenture”), between ViacomCBS Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3 of ViacomCBS Inc. filed March 27, 2020) (File No. 001‑09553). | ||||||||||
| (q) | First Supplemental Indenture, dated as of August 7, 2025, to the 2020 Indenture, by and between Paramount Global and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.9 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791). | ||||||||||
| (r) | Second Supplemental Indenture, dated as of August 7, 2025, to the 2020 Indenture, by and among Paramount Skydance Corporation, Paramount Global and Deutsche Bank Trust Company Americas (incorporated by reference to Exhibit 4.10 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791). | ||||||||||
| The other instruments defining the rights of holders of the long‑term debt securities of Paramount Skydance Corporation and its subsidiaries are omitted pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S‑K. Paramount Skydance Corporation hereby agrees to furnish copies of these instruments to the Securities and Exchange Commission upon request. |
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| Exhibit No. | Description of Document | ||||||||||
| (10) | Material Contracts | ||||||||||
| (a) | Form of Subscription Agreement, dated as of July 7, 2024, by and among the parties listed therein (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Paramount Global filed July 11, 2024) (File No. 001-09553).+ | ||||||||||
| (b) | Voting Agreement, dated as of July 7, 2024, by and among the parties listed therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Paramount Global filed July 11, 2024) (File No. 001-09553).+ | ||||||||||
| (c) | Paramount Global Amended and Restated Long-Term Incentive Plan, effective as of July 2, 2025 (incorporated by reference to Annex A to the Definitive Proxy Statement of Paramount Global filed June 2, 2025) (File No. 001-09553).* | ||||||||||
| (d) | Paramount Global Short-Term Incentive Plan, as amended and restated as of February 13, 2023 (incorporated by reference to Exhibit 10(c) to the Annual Report on Form 10-K of Paramount Global for the fiscal year ended December 31, 2022) (File No. 001-09553).* | ||||||||||
| (e) | Paramount Global Excess 401(k) Plan for Designated Senior Executives - Part B, as amended and restated as of October 1, 2021 (incorporated by reference to Exhibit 10(c) to the Quarterly Report on Form 10-Q of ViacomCBS Inc. for the quarter ended September 30, 2021) (File No. 001‑09553), as amended by Amendment No. 1, effective as of February 16, 2022 (incorporated by reference to Exhibit 4.5 to the Registration Statement on Form S‑8 of Paramount Global filed October 7, 2022) (File No. 001‑09553), as further amended by Amendment No. 2, effective as of January 1, 2021 (incorporated by reference to Exhibit 10(e) to the Annual Report on Form 10-K of Paramount Global for the fiscal year ended December 31, 2022) (File No. 001-09553).* | ||||||||||
| (f) | Paramount Global Bonus Deferral Plan for Designated Senior Executives - Part B, as amended and restated as of October 1, 2021 (incorporated by reference to Exhibit 10(f) to the Quarterly Report on Form 10-Q of ViacomCBS Inc. for the quarter ended September 30, 2021) (File No. 001‑09553), as amended by Amendment No. 1, effective as of February 16, 2022 (incorporated by reference to Exhibit 4.10 to the Registration Statement on Form S‑8 of Paramount Global filed October 7, 2022) (File No. 001‑09553).* | ||||||||||
| (g) | Viacom Inc. 2016 Long-Term Management Incentive Plan (incorporated by reference to Exhibit A to the Definitive Proxy Statement of Viacom Inc. filed January 23, 2015) (File No. 001-32686).* | ||||||||||
| (h) | CBS Corporation Deferred Compensation Plan for Outside Directors, as amended and restated as of January 29, 2015 (incorporated by reference to Exhibit 10(k) to the Annual Report on Form 10-K of CBS Corporation for the fiscal year ended December 31, 2014) (File No. 001-09553).* | ||||||||||
| (i) | CBS Corporation 2005 RSU Plan for Outside Directors, as amended and restated as of January 29, 2015 (incorporated by reference to Exhibit 10(m) to the Annual Report on Form 10-K of CBS Corporation for the fiscal year ended December 31, 2014) (File No. 001-09553).* | ||||||||||
| (j) | CBS Corporation 2015 Equity Plan for Outside Directors, effective as of May 21, 2015 (incorporated by reference to Exhibit 10(a) to the Quarterly Report on Form 10-Q of CBS Corporation for the quarter ended June 30, 2015) (File No. 001-09553).* | ||||||||||
| (k) | Viacom Inc. 2011 RSU Plan for Outside Directors, as amended and restated as of January 1, 2016 (incorporated by reference to Exhibit B to the Definitive Proxy Statement of Viacom Inc. filed January 23, 2015) (File No. 001-32686), as further amended and restated as of May 18, 2016 (incorporated by reference to Exhibit 10.2 to the Quarterly Report of Viacom Inc. for the quarter ended June 30, 2016) (File No. 001-32686).* | ||||||||||
| (l) | Paramount Global Amended and Restated Equity Plan for Outside Directors, effective as of July 2, 2025 (incorporated by reference to Annex B to the Definitive Proxy Statement of Paramount Global filed June 2, 2025) (File No. 001-09553).* | ||||||||||
| (m) | Paramount Skydance Corporation 2025 Incentive Award Plan (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791).* | ||||||||||
| (n) | Paramount Skydance Corporation Non-Employee Director Compensation Program (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791).* |
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| Exhibit No. | Description of Document | ||||||||||
| (o) | Amended and Restated $3.5 Billion Credit Agreement, dated as of January 23, 2020 (the “Credit Agreement”), among ViacomCBS Inc.; the Subsidiary Borrowers party thereto; the Lenders named therein; JPMorgan Chase Bank, N.A., as Administrative Agent; Citibank, N.A., Bank of America, N.A. and Wells Fargo Bank, National Association, as Syndication Agents; and Deutsche Bank Securities Inc., Goldman Sachs Bank USA, Mizuho Bank, Ltd. and Morgan Stanley MUFG Loan Partners, LLC, as Documentation Agents (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of ViacomCBS Inc. filed January 23, 2020) (File No. 001-09553). | ||||||||||
| (p) | Amendment No. 1 to the Credit Agreement, dated as of December 9, 2021, by and among the parties listed therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of ViacomCBS Inc. filed December 14, 2021) (File No. 001-09553). | ||||||||||
| (q) | Amendment No. 2 to the Credit Agreement, dated as of February 14, 2022, by and among the parties listed therein (incorporated by reference to Exhibit 10(hh) to the Annual Report on Form 10‑K of ViacomCBS Inc. for the fiscal year ended December 31, 2021) (File No. 001‑09553). | ||||||||||
| (r) | Amendment No. 3 to the Credit Agreement, dated as of March 3, 2023, by and among the parties listed therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Paramount Global filed March 9, 2023) (File No. 001-09553). | ||||||||||
| (s) | Amendment No. 4 to the Credit Agreement, dated as of August 1, 2024, by and among the parties listed therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Paramount Global filed August 7, 2024) (File No. 001-09553).± | ||||||||||
| (t) | Amendment No. 5 to the Credit Agreement, dated as of May 12, 2025, by and among the parties listed therein (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Paramount Global filed May 15, 2025) (File No. 001-09553). | ||||||||||
| (u) | Amendment No. 6 to the Credit Agreement, dated as of December 18, 2025, by and among the parties listed therein (filed herewith). | ||||||||||
| (v) | Registration Rights Agreement, dated as of August 7, 2025, by and among Paramount Skydance Corporation, Harbor Lights Entertainment, Inc. and the other Holders party thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791).± | ||||||||||
| (w) | Borrower Joinder Agreement, dated as of August 7, 2025, by and among, Paramount Skydance Corporation, Paramount Global and JPMorgan Chase Bank, N.A. as administrative agent (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001 42791). | ||||||||||
| (x) | Form of Indemnification Agreement incorporated by reference to Exhibit 10.4 of the Information Statement/Prospectus on Form S-4 of Paramount Skydance Corporation effective February 13, 2025) (File No. 333-282985).* | ||||||||||
| (y) | Voting Agreement, dated as of August 7, 2025, by and among Paramount Skydance Corporation, Harbor Lights Entertainment, Inc. and the other parties listed therein (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791).± | ||||||||||
| (z) | Form of Director Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791).* | ||||||||||
| (aa) | Form of Employee Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791).* | ||||||||||
| (bb) | Employment Agreement, dated as of July 19, 2024, by and among Paramount Global and Andrew C. Warren (filed herewith).* | ||||||||||
| (cc) | Letter Agreement, dated as of July 19, 2024, between Paramount Global and Andrew C. Warren (filed herewith).* | ||||||||||
| (dd) | Letter Agreement, dated as of June 27, 2025, between Paramount Global and Andrew C. Warren (filed herewith).* |
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| Exhibit No. | Description of Document | ||||||||||
| (ee) | Employment Agreement, dated as of August 7, 2025, by and among Paramount Skydance Corporation, Paramount Global and Andrew Brandon-Gordon (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791).* + | ||||||||||
| (ff) | Employment Agreement, dated as of August 7, 2025, by and among Paramount Skydance Corporation, Skydance Productions, LLC and David Ellison (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8 K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791).* + | ||||||||||
| (gg) | Employment Agreement, dated as of August 7, 2025, by and among Paramount Skydance Corporation, Paramount and Jeffrey Shell (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K of Paramount Skydance Corporation filed August 7, 2025) (File No. 001-42791).* + | ||||||||||
| (hh) | Employment Agreement, dated as of January 13, 2026, by and among Paramount Skydance Corporation and Dennis Cinelli (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Paramount Skydance Corporation filed January 14, 2026) (File No. 001-42791).* | ||||||||||
| (ii) | Employment Agreement, dated as of October 6, 2025, by and among Paramount Skydance Corporation and Makan Delrahim (filed herewith).* | ||||||||||
| (19) | Paramount Skydance Corporation Insider Trading Policy (filed herewith). | ||||||||||
| (21) | Subsidiaries of Paramount Skydance Corporation (filed herewith). | ||||||||||
| (22) | Guaranteed Subsidiaries (incorporated by reference to Exhibit 22 to the Quarterly Report on Form 10-Q of Paramount Skydance Corporation for the quarter ended September 30, 2025) (File No. 001-42791). | ||||||||||
| (23) | Consents of Experts and Counsel | ||||||||||
| (a) | Consents of PricewaterhouseCoopers LLP (filed herewith). | ||||||||||
| (24) | Powers of Attorney (filed herewith). | ||||||||||
| (31) | Rule 13a‑14(a)/15d‑14(a) Certifications | ||||||||||
| (a) | Certification of the Chief Executive Officer of Paramount Skydance Corporation pursuant to Rule 13a‑14(a) or 15d‑14(a), as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 (filed herewith). | ||||||||||
| (b) | Certification of the Chief Financial Officer of Paramount Skydance Corporation pursuant to Rule 13a‑14(a) or 15d‑14(a), as adopted pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002 (filed herewith). | ||||||||||
| (32) | Section 1350 Certifications | ||||||||||
| (a) | Certification of the Chief Executive Officer of Paramount Skydance Corporation furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 (furnished herewith). | ||||||||||
| (b) | Certification of the Chief Financial Officer of Paramount Skydance Corporation furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002 (furnished herewith). | ||||||||||
| (97) | Paramount Skydance Corporation Clawback Policy (filed herewith).* | ||||||||||
| (101) | Interactive Data File | ||||||||||
| 101. INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101. SCH XBRL Taxonomy Extension Schema. 101. CAL XBRL Taxonomy Extension Calculation Linkbase. 101. DEF XBRL Taxonomy Extension Definition Linkbase. 101. LAB XBRL Taxonomy Extension Label Linkbase. 101. PRE XBRL Taxonomy Extension Presentation Linkbase. | |||||||||||
| (104) | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
- Management contract or compensatory plan or arrangement.
+ Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.
± Certain portions have been redacted pursuant to Item 601(a)(6) of Regulation S-K (indicated by “[***]”).
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Paramount Skydance Corporation has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
| PARAMOUNT SKYDANCE CORPORATION | |||||||||||
| By: | /s/ David Ellison | ||||||||||
| David Ellison Chairman and Chief Executive Officer |
Date: February 25, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of Paramount Skydance Corporation and in the capacities and on the dates indicated:
| Signature | Title | Date | |||||||||||||||
| /s/ David Ellison | Chairman and Chief Executive Officer (Principal Executive Officer) | February 25, 2026 | |||||||||||||||
| David Ellison | |||||||||||||||||
| /s/ Dennis Cinelli | Chief Financial Officer (Principal Financial Officer) | February 25, 2026 | |||||||||||||||
| Dennis Cinelli | |||||||||||||||||
| /s/ Katherine Gill-Charest | Executive Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) | February 25, 2026 | |||||||||||||||
| Katherine Gill-Charest | |||||||||||||||||
| * | Director | February 25, 2026 | |||||||||||||||
| Barbara M. Byrne | |||||||||||||||||
| * | Director | February 25, 2026 | |||||||||||||||
| Andrew Campion | |||||||||||||||||
| * | Director | February 25, 2026 | |||||||||||||||
| Gerald J. Cardinale | |||||||||||||||||
| * | Director | February 25, 2026 | |||||||||||||||
| Safra A. Catz | |||||||||||||||||
| Signature | Title | Date | |||||||||||||||
| * | Director | February 25, 2026 | |||||||||||||||
| Andrew Brandon-Gordon | |||||||||||||||||
| * | Director | February 25, 2026 | |||||||||||||||
| Justin G. Hamill | |||||||||||||||||
| * | Director | February 25, 2026 | |||||||||||||||
| Sherry Lansing | |||||||||||||||||
| * | Director | February 25, 2026 | |||||||||||||||
| Paul T. Marinelli | |||||||||||||||||
| * | President and Director | February 25, 2026 | |||||||||||||||
| Jeffrey Shell | |||||||||||||||||
| * | Director | February 25, 2026 | |||||||||||||||
| John L. Thornton | |||||||||||||||||
| *By: | /s/ Stephanie K. McKinnon | February 25, 2026 | |||||||||||||||
| Stephanie K. McKinnon Attorney-in-Fact for Directors |
Previous: Item 16. Form 10-K Summary.