Skydance 8-K 2026-10-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 5, 2026

Skydance Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: (212) 258-6000

Paramount Skydance Corporation

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory Note

On October 6, 2026 (the “Closing Date”), Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), Skydance Corporation (f/k/a Paramount Skydance Corporation), a Delaware corporation (“SKYD” or the “Company”), and Prince Sub Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Merger Sub”), completed the transactions contemplated by the previously disclosed Agreement and Plan of Merger, dated as of February 27, 2026, by and among WBD, the Company and Merger Sub (the “Merger Agreement”), pursuant to which, at the effective time of the Merger (as defined below) (the “Effective Time”), Merger Sub merged with and into WBD, with WBD surviving as a wholly owned subsidiary of the Company (the “Merger”).

In connection with the closing of the Merger (the “Closing”), the Company issued shares of its Class B Common Stock, par value $0.001 per share (the “Class B Common Stock”), to certain investors who provided equity financing for the Merger (the “PIPE Transaction”). Additionally, in connection with the Closing, on October 6, 2026, the Company transferred the listing of the Class B Common Stock from The Nasdaq Stock Market LLC to the New York Stock Exchange and changed the ticker symbol for the Class B Common Stock from “PSKY” to “SKYD”.

The information provided in the Explanatory Note of this Current Report on Form 8-K is incorporated by reference herein.

First Lien Senior Secured Notes and Second Lien Senior Secured Notes

On October 5, 2026, the Company issued (a) an aggregate of $41.4 billion in senior secured notes denominated in U.S. dollars, consisting of (1) $30.0 billion of first lien senior secured notes consisting of (i) $3.5 billion aggregate principal amount of 6.300% Senior Secured First Lien Notes due 2028 (the “2028 First Lien Notes”), (ii) $3.5 billion aggregate principal amount of 6.550% Senior Secured First Lien Notes due 2029 (the “2029 First Lien Notes”), (iii) $6.5 billion aggregate principal amount of 7.050% Senior Secured First Lien Notes due 2031 (the “2031 First Lien Notes”), (iv) $5.25 billion aggregate principal amount of 7.550% Senior Secured First Lien Notes due 2033 (the “2033 First Lien Notes”), (v) $5.25 billion aggregate principal amount of 7.900% Senior Secured First Lien Notes due 2036 (the “2036 First Lien Notes”), (vi) $1.25 billion aggregate principal amount of 8.650% Senior Secured First Lien Notes due 2046 (the “2046 First Lien Notes”), (vii) $3.5 billion aggregate principal amount of 8.750% Senior Secured First Lien Notes due 2056 (the “2056 First Lien Notes”), (viii) $1.25 billion aggregate principal amount of 8.900% Senior Secured First Lien Notes due 2066 (the “2066 First Lien Notes” and, together with the 2028 First Lien Notes, the 2029 First Lien Notes, the 2031 First Lien Notes, the 2033 First Lien Notes, the 2036 First Lien Notes, the 2046 First Lien Notes and the 2056 First Lien Notes, the “First Lien Senior Secured Notes”), and (2) $11.4 billion of second lien senior secured notes consisting of (i) $6 billion aggregate principal amount of 8.250% Senior Secured Second Lien Notes due 2031 (the “2031 Second Lien Dollar Notes”), (ii) $4 billion aggregate principal amount of 8.875% Senior Secured Second Lien Notes due 2034 (the “2034 Second Lien Notes”), and (iii) $1.4 billion aggregate principal amount of 9.125% Senior Secured Second Lien Notes due 2036 (the “2036 Second Lien Notes” and, together with the 2031 Second Lien Dollar Notes and the 2034 Second Lien Notes, the “Second Lien Dollar Senior Secured Notes”) and (b) €885 million aggregate principal amount of 7.000% Senior Secured Second Lien Notes due 2031 (the “2031 Second Lien Euro Senior Secured Notes” and, together with the Second Lien Dollar Senior Secured Notes, the “Second Lien Senior Secured Notes”; the Second Lien Senior Secured Notes, together with the First Lien Senior Secured Notes, the “Notes”). The First Lien Senior Secured Notes were issued pursuant to a first supplemental indenture (the “First Supplemental Indenture”), dated as of October 5, 2026, by and between Paramount Skydance Corporation and Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent, to the indenture (the “Base Indenture”) dated October 5, 2026, by and between Paramount Skydance Corporation and Deutsche Bank Trust Company Americas, as Trustee. The Second Lien Dollar Senior Secured Notes were issued pursuant to a second supplemental indenture (the “Second Supplemental Indenture”) dated as of October 5, 2026, by and between Paramount Skydance Corporation and Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent, to the Base Indenture. The 2031 Second Lien Euro Senior Secured Notes were issued pursuant to a third supplemental indenture (the “Third Supplemental Indenture”) dated as of October 5, 2026, by and among Paramount Skydance Corporation, Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent, and Deutsche Bank AG, London Branch, as Euro Notes Authentication Agent, Euro Notes Transfer Agent and Euro Notes Paying Agent, to the Base Indenture. On October 6, 2026, Deutsche Bank Trust Company Americas, as Trustee and Collateral Agent, and the guarantors party thereto, including certain subsidiaries of the Company, entered into a fourth supplemental indenture (the “Fourth Supplemental Indenture”, and together with each of the First Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, each

Showing the first 8K of 61K characters. Open the full section