Paramount Skydance Corp

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our Form 8-K filed with the Securities and Exchange Commission on May 13, 2026, which was filed in order to

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recast the financial statements included in our Annual Report on Form 10-Kfor the year ended December 31, 2025

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regulatory clearances. The anticipated closing of the WBD Merger has been delayed as a result of a lawsuit, with

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the parties agreeing to postpone closing until the earlier of five days following the court’s ruling or June 1, 2027.

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The completion of the WBD Merger remains subject to regulatory clearance in certain jurisdictions. Recent

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approvals include the European Commission in July 2026 under both the EU Merger Regulation and EU Foreign

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Subsidies Regulation following a Phase 1 review.

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the WBD Merger closes, Paramount will pay WBD stockholders a per share “ticking fee” of$0.00277778 for each

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day after September 30, 2026 that the WBD Merger has not closed, up to a maximum of$0.25 per WBD share per

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90 calendar day period (the “Ticking Consideration”). No Ticking Consideration is payable if the WBD Merger

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Agreement is terminated pursuant to its terms. The WBD Merger Agreement has a termination date of March 4,

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2027, subject to one automatic extension to June 4, 2027. Also, under the terms of the WBD Merger Agreement, in

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Ellison Parties.

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If the WBD Merger Agreement is terminated because the WBD Merger cannot close due to a failure to obtain

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antitrust or regulatory approval, or because a court order prevents the WBD Merger from closing on antitrust

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grounds, Paramount will owe WBD a $7.0 billion Regulatory Termination Fee (as defined in the WBD Merger

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Paramount Skydance Corporation Class B Common Stock (as defined below) at $16.02 per share.

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In April 2026, we announced that the Equity Investors had determined, as permitted under the Subscription Agreements, to assign their subscription rights thereunder (the “Equity Syndication”) to a group of institutional investors (each, an "Equity Syndication Party"), comprising affiliates of the Ellison Parties and RedBird, The Public Investment Fund, L'Imad 1st SPV 2 Exempt RSC LTD (an investment vehicle of L'Imad Holding, an Abu Dhabi sovereign wealth fund), QIA TMT Holding LLC (an investment vehicle of the Qatar Investment Authority), and LionTree Investment Fund, L.P. The aggregate allocations cover the full amount committed by the Equity Investors. At closing, Paramount will issue to each Equity Syndication Party a number of newly issued nonvoting Paramount Skydance Corporation Class B shares (or securities convertible into shares) equal to its allocated amount divided by the Syndication Purchase Price, defined as the 20-trading-day daily volume-weighted average price of Paramount Skydance Corporation Class B Common Stock determined as of the third business day prior to the closing of the WBD Merger, subject to a ceiling of $16.02 per share and a floor of $12.00 per share. This syndication does not relieve the Equity Investors of their contractual commitments made to the Company. Following the closing, the Ellison Family (as defined below) and RedBird will remain the sole holders of Paramount Class A Common Stock, representing 100% of the voting shares of Paramount. For the purpose of

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-38- determining the controlling ownership of Paramount, the Ellison family is comprised of Lawrence J. Ellison and David Ellison (the “Ellison Family”). David Ellison is the son of Lawrence J. Ellison, and Lawrence J. Ellison and David Ellison are accordingly considered immediate family members.

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We have also secured commitments for debt financing totaling $54 billion, which include a $49 billion 364-day senior secured bridge loan facility, which we plan to reduce or replace with permanent financing (which may include issuance of debt securities) on or prior to the closing of the WBD Merger and, in connection with a credit agreement entered into in April 2026 (the “Pro Rata Credit Agreement”), $2.50 billion three-year senior secured term A loans and $2.50 billion five-year senior secured term A loans. The term A loans will be made in a single borrowing on the closing date of the WBD Merger. We expect to use the committed financing to refinance the $15.0 billion WBD bridge facility. The Pro Rata Credit Agreement also provides for a $5.00 billion five-year senior secured revolving credit facility, which will be used for general corporate purposes, and will replace our existing revolving credit facility (see Capital Structure). The availability and initial funding of the facilities under the Pro Rata Credit Agreement and the bridge loan facility (if not replaced by permanent financing) are subject to the satisfaction or waiver of customary conditions set forth in the Pro Rata Credit Agreement and the bridge commitment papers, including the closing of the WBD Merger.

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Also in April 2026, we announced that, in lieu of a previously planned rights offering at $16.02 per share, each holder of Paramount Skydance Corporation Class B Common Stock (excluding any Equity Investor or affiliate thereof) as of a record date to be determined will receive, without payment of any consideration, one 10-year warrant (each, a "Warrant") for each share held, exercisable at any initial exercise price per share equal to the Syndication Purchase Price and subject to customary anti-dilution and fundamental change make-whole adjustments. Beginning on the third anniversary of issuance, we may call the Warrants if the closing price of our Class B Common Stock equals or exceeds $30.00 for at least 20 trading days in any 30 consecutive trading day period. Paramount intends to apply to list the Warrants for trading on Nasdaq separately from the Class B Common Stock, subject to applicable approvals.

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The NAI Transaction—On August 7, 2025, pursuant to a purchase and sale agreement dated July 7, 2024, certain affiliates of investors in Skydance Media, LLC (“Skydance”), comprised of entities controlled by the Ellison Family and affiliates of RedBird Capital Partners (collectively the “NAI Equity Investors”), purchased all of the outstanding equity interests of Paramount Global’s controlling stockholder, National Amusements, Inc. (“NAI”) from the shareholders of NAI (the “NAI Transaction”).

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The Skydance Transactions—Also on August 7, 2025, following the completion of the NAI Transaction and pursuant to the Transaction Agreement dated as of July 7, 2024, Paramount Global and Skydance became wholly-owned subsidiaries of Paramount Skydance Corporation (the transactions contemplated by the Transaction Agreement, the “Skydance Transactions”). Paramount Skydance Corporation, formerly known as New Pluto Global, Inc., was formed on June 3, 2024 to consummate the Transactions and was a wholly-owned direct subsidiary of Paramount Global until, through a series of mergers, it became the holding company of Paramount Global and Skydance as part of the Skydance Transactions.

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Concurrent with the NAI Transaction, the NAI Equity Investors and certain other affiliates of investors in Skydance made an investment of $6.0 billion into Paramount Skydance Corporation (the “PIPE Transaction”) in exchange for 400 million newly issued shares of Paramount Skydance Corporation Class B Common Stock for a purchase price of $15.00 per share, and the NAI Equity Investors also received warrants to purchase 200 million shares of Paramount Skydance Corporation Class B Common Stock at an initial exercise price of $30.50 per share (subject to customary anti-dilution adjustments), which expire five years after issuance. $4.45 billion of the PIPE Transaction investment was used to fund the cash-stock election discussed below and $1.52 billion of cash was provided to the Company.

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The Skydance Transactions also included: (1) a transaction pursuant to which each outstanding Skydance membership unit held by Skydance investors and each Skydance Phantom Unit was converted into the right to receive the applicable portion of 316.7 million shares of Paramount Skydance Corporation Class B Common Stock (313.8 million shares after reduction in connection with certain tax withholding requirements), and (2) a cash-stock election offered to holders of Paramount Global common stock pursuant to which (a) shares of Paramount Global Class A Common Stock held by stockholders other than NAI or its subsidiaries were converted, at the stockholders’ election, into the right to receive either $23.00 in cash (“Class A Cash Consideration”) or 1.5333 shares of Paramount Skydance Corporation Class B Common Stock (“Class A Stock Consideration”), and (b) shares of Paramount Global Class B Common Stock held by stockholders other than NAI or its subsidiaries, the NAI Equity Investors and certain other affiliates of investors in Skydance referred to above were converted, at the stockholders’ election, into the right to receive either $15.00 in cash (“Class B Cash Consideration”), subject to proration, or one share of Paramount Skydance Corporation Class B Common Stock (“Class B Stock Consideration”). The shares of Paramount Class A Common Stock held by NAI and its subsidiaries converted into shares of Class A common stock, par value $0.001 per share. Shares of Paramount Global Class A Common Stock for which elections to receive Class A Cash Consideration or Class A Stock Consideration were not made or were validly revoked were automatically converted into Class A Stock Consideration. Shares of Paramount Global Class B Common Stock for which elections to receive Class B Cash Consideration were not made or were validly revoked were converted automatically into one share of Paramount Skydance Corporation Class B Common Stock.

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Holders of shares of Class A common stock of Paramount Skydance Corporation (“Paramount Skydance Corporation Class A Common Stock”) are entitled to one vote per share with respect to all matters on which the holders of Paramount Skydance Corporation common stock are entitled to vote. Holders of Paramount Skydance Corporation Class B Common Stock do not have voting rights. Following the closing of the Skydance Transactions and the NAI Transaction, NAI, which was renamed Harbor Lights Entertainment, Inc., and its subsidiaries held 100.0% of the Paramount Skydance Corporation Class A Common Stock. Accordingly, entities controlled by the Ellison Family indirectly hold approximately 77.5% of the Paramount Skydance Corporation Class A Common Stock through their collective approximate 77.5% ownership interest in Harbor Lights Entertainment, Inc., and as a result the Ellison Family is the controlling stockholder and the ultimate parent of Paramount (“Ultimate Parent”).

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Pushdown of Ultimate Parent’s Basis—At the time Paramount Global and Skydance became subsidiaries of Paramount Skydance Corporation, the Ellison Family controlled both Paramount Global and Skydance, and as a result, this transaction has been accounted for as a transaction between entities under common control. As a transaction between entities under common control, the net assets were combined at the Ultimate Parent’s basis, which for Paramount Global was deemed to be the estimated fair value as of August 7, 2025, the date of the closing of the NAI Transaction, which was the point at which the Ellison Family obtained control of Paramount Global. As a result, the net assets of Paramount Global were recorded at their fair values as of this date. Since the net assets of Skydance were already at the Ultimate Parent’s basis, no adjustment to the fair value of net assets was necessary, and Skydance was combined with Paramount Global’s net assets at the Ultimate Parent’s basis as of this date.

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Due to the pushdown of the Ultimate Parent’s basis, which resulted in a new basis of accounting, the results of operations, financial position and cash flows are not comparable between the Successor and Predecessor periods. Accordingly, our consolidated financial statements and footnote disclosures are presented in distinct periods. The periods prior to the closing of the Skydance Transactions and the NAI Transaction include only Paramount Global and are identified as “Predecessor,” and the periods beginning on August 7, 2025 reflect Paramount Skydance Corporation and are identified as “Successor.” In addition, we are required to present segment information for the Predecessor period based on our previous segments, Filmed Entertainment, Direct-to-Consumer, and TV Media.

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We have certain contracts that require us to obtain consents from other parties in connection with the NAI Transaction and the Skydance Transactions. If these consents cannot be obtained, the counterparties to these contracts (and, as a result, other third parties with which we have contractual agreements) may have the right to terminate, reduce the scope of or otherwise alter their relationships with us. Accordingly, the failure to obtain such consents could have a material adverse effect on our business, financial condition and results of operations.

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•Overview—Summary of our business and operational highlights.

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•Consolidated Results of Operations—Analysis of our results on a consolidated basis for the three months ended March 31, 2026 (Successor), including a comparison to the three months ended March 31, 2025 (Predecessor).

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•Segment Results of Operations—Analysis of our results on a reportable segment basis for the three months ended March 31, 2026 (Successor).

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•Liquidity and Capital Resources—Discussion of our cash flows, including sources and uses of cash, for the three months ended March 31, 2026 (Successor), including a comparison to the three months ended March 31, 2025 (Predecessor), and of our outstanding debt as of March 31, 2026 (Successor), including Supplemental Guarantor Financial Information.

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•Legal Matters—Discussion of legal matters to which we are involved.

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Overview

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Operational Highlights - Three Months Ended March 31, 2026 and 2025

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(a) See “Reconciliation of Non-GAAP Measures” for reconciliations of these non-GAAP measures to the most directly comparable financial measures in accordance with accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”).

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Revenues increased 2% to $7.35 billion, principally reflecting growth at Paramount+ and higher licensing revenues, reflecting the inclusion of Skydance in the current year, partially offset by lower revenues from our linear networks.

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Skydance is included in our results in periods following the close of the Skydance Transactions. In addition, as a result of the pushdown of the Ultimate Parent’s basis, operating income, net earnings attributable to Parent, and diluted EPS in 2026 include amortization associated with the establishment of intangible assets and also reflect the net decrease in programming assets. Net earnings and diluted EPS also include interest expense associated with the adjustment of our debt to its fair value. See Note 2 to the consolidated financial statements for details relating to the pushdown of the Ultimate Parent’s basis.

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Operating income of $616 million for the three months ended March 31, 2026 increased 12%, driven by the impact from cost savings initiatives and lower content costs, including from reductions in programming assets resulting from the pushdown of the Ultimate Parent’s basis, partially offset by amortization of intangible assets. Operating income in 2026 also includes transaction-related costs of $103 million while 2025 includes restructuring charges and transaction-related items totaling $85 million and gain on dispositions totaling $35 million.

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Net earnings attributable to Parent of $168 million, or $.15 per diluted share increased 11% compared with net earnings attributable to Parent of $152 million, or $.22 per diluted share, for the same prior-year period. Adjusted net earnings attributable to Parent increased 34% to $261 million, or $.23 per diluted share from $195 million, or $.29 per diluted share, reflecting higher tax-effected operating income. The decrease in diluted EPS and adjusted diluted EPS reflects shares issued in connection with the Skydance Transactions and the NAI Transaction. See Reconciliation of Non-GAAP Measuresfor the definition of adjusted net earnings attributable to Parent and a reconciliation to net earnings attributable to Parent.

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Adjusted EBITDA grew 59% primarily reflecting lower compensation and marketing costs as a result of cost savings initiatives, and lower content costs, including from reductions in programming assets resulting from the pushdown of the Ultimate Parent’s basis. See Reconciliation of Non-GAAP Measuresfor the definition of adjusted

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EBITDA and a reconciliation to net earnings attributable to Parent, the most directly comparable financial measure in accordance with U.S. GAAP.

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We are exposed to political risks inherent in conducting a global business such as retaliatory actions by governments reacting to changes in the U.S. and other countries, including in connection with the imposition of tariffs and other changes in trade policies, as well as from the conflict involving the U.S., Israel and Iran. Growing macroeconomic uncertainty may negatively affect our results, in particular from potential impacts on the advertising market.

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Reconciliation of Non-GAAP Measures

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In the first quarter of 2026 we transitioned our non-GAAP profitability measure from Adjusted operating income before depreciation and amortization (Adjusted OIBDA) to Adjusted EBITDA, which we define as net earnings (loss) attributable to Parent before interest expense and income; (provision for) benefit from income taxes; other items; equity in earnings (loss) of investee companies, net of tax; and depreciation and amortization, adjusted to exclude stock-based compensation expense and certain items identified as affecting comparability that are not part of our normal operations. This change was made to align with how management began measuring the Company’s ongoing operating performance in 2026. While both adjusted measures exclude items identified as affecting comparability that are not part of our normal operations, including programming charges, impairment charges, restructuring charges, transaction-related items, other corporate matters, and gain (loss) on dispositions, each where applicable, Adjusted EBITDA, as we define it, also excludes stock-based compensation, which is a noncash expense that management does not consider to be part of our underlying operating performance. Net earnings (loss) attributable to Parent is the most directly comparable financial measure in accordance with U.S. GAAP. Adjusted earnings before income taxes, adjusted provision for income taxes, adjusted net earnings attributable to Parent, adjusted diluted EPS, and adjusted effective income tax rate are also measures of performance not calculated in accordance with U.S. GAAP (together with Adjusted EBITDA, the “adjusted measures”), and exclude certain items identified as affecting comparability that are not part of our normal operations, including the items described above, as well as gain (loss) from investments and discrete tax items, each where applicable.

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We use these adjusted measures to, among other things, evaluate our operating performance. These measures are among the primary measures used by management for planning and forecasting of future periods, and they are important indicators of our operational strength and business performance. In addition, we use Adjusted EBITDA to, among other things, value prospective acquisitions. We believe these measures are relevant and useful for investors because they allows investors to view our performance in a manner consistent with the method used by our management; and because they exclude items that are not representative of our normal operations, they provide a clearer perspective on underlying performance, and make it easier for investors, analysts and peers to compare our operating performance to other companies in the industry and to compare our results across reporting periods.

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Because the adjusted measures are measures of performance not calculated in accordance with U.S. GAAP, they should not be considered in isolation of, or as a substitute for, our results as reported under U.S. GAAP, including net earnings (loss), (provision for) benefit from income taxes, net earnings (loss) attributable to Parent, diluted EPS, and effective income tax rate, as applicable, as indicators of operating performance and undue reliance should not be placed on these adjusted measures. Other companies may define these measures, including Adjusted EBITDA, differently and, as a result, our adjusted measures may not be directly comparable to similarly titled measures of other companies.

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The following tables reconcile the adjusted measures to their most directly comparable financial measures in accordance with U.S. GAAP. The tax impacts on the items identified as affecting comparability in the tables below have been calculated using the tax rate applicable to each item.

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(a) See notes on the following tables for additional information on items affecting comparability.

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(a) Reflects legal, advisory and other professional fees associated with the planned WBD Merger.

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(b) The reported effective income tax rate for the three months ended March 31, 2026 was 39.5% and the adjusted effective income tax rate, which is calculated as the adjusted provision for income taxes of $165 million divided by adjusted earnings before income taxes of $495 million, was 33.3%. These adjusted measures exclude the items affecting comparability detailed above.

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(a) Primarily reflects charges for the impairment of lease assets, as further described under Restructuring and Transaction-Related Items.

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(b) Reflects legal, advisory, and other professional fees relating to the Skydance Transactions.

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(c) Principally reflects a gain associated with the disposition of a noncore business.

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(d) The reported effective income tax rate for the three months ended March 31, 2025 was 29.9% and the adjusted effective income tax rate, which is calculated as the adjusted provision for income taxes of $107 million divided by adjusted earnings before income taxes of $384 million, was 27.9%. These adjusted measures exclude the items affecting comparability detailed above.

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Consolidated Results of Operations

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to reflect our new segment presentation. References to “Paramount,” the “Company,” “we,” “us” and “our” refer to

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Paramount Skydance Corporation and its consolidated subsidiaries, unless the context otherwise requires.

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announced a definitive merger agreement (the “WBD Merger Agreement”) under which Paramount will acquire

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WBD (the “WBD Merger”). The closing of the WBD Merger is subject to customary closing conditions, including

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outstanding shares of WBD, which at the time of the WBD Merger Agreement represented an equity value of

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$80.9 billion, and will assume WBD’s net debt. At March 31, 2026, WBD’s debt (excluding finance leases) was

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comprised of$17.7 billion of senior notes and$15.0 billion of borrowings from a bridge facility. Furthermore, if

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the first quarter of 2026, Paramount paid a termination fee of$2.8 billion to Netflix, Inc. (“Netflix”) on behalf of

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WBD in connection with the termination of a prior merger agreement between Netflix and WBD. This payment

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was initially funded with cash on hand and a $2.15 billion borrowing from our credit facility (see Capital

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Structure) and, in accordance with the Subscription Agreements described below, entered into by the Ellison

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Parties (as defined below), such amount will ultimately be funded by the $46.7 billion to be received from the

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billion Netflix termination fee described above would be funded by the Ellison Parties in exchange for shares of

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the WBD Merger Agreement to enter into a definitive agreement for an alternative acquisition proposal.

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1/22/88, as amended (the “Trust”), and Lawrence J. Ellison (together with the Trust, the “Ellison Parties”) and (ii)

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RedBird Capital Partners Fund IV (Master), L.P. (“RedBird” and, together with the Trust, the “Equity Investors”)

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entered into subscription agreements (collectively, the “Subscription Agreements”) providing for a private

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placement investment in Class B common stock of Paramount Skydance Corporation (“Paramount Skydance

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Corporation Class B Common Stock”), for an aggregate amount of up to$46.7 billion (subject to increase if the