Skydance Corp
For the period ended Sep 30, 2026. Filed Nov 9, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 9, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0002041610-26-000054
Management’s Discussion and Analysis of Results of Operations and Financial ConditionCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0002041610-26-000067
Management’s Discussion and Analysis of Results of Operations and Financial ConditionThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 43 previous paragraphs and 40 current paragraphs.
0 unchanged; 4 reworded; 36 added; 39 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (36)
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our new segment presentation.
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The NAI Transaction and the Skydance Transactions—On August 7, 2025, pursuant to a purchase and sale
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agreement dated July 7, 2024, certain affiliates of investors in Skydance Media, LLC (“Skydance Media”),
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comprised of entities controlled by the Ellison Family (as defined below) and affiliates of RedBird Capital Partners
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(collectively the “NAI Equity Investors”), purchased all of the outstanding equity interests of Paramount Global’s
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controlling stockholder, National Amusements, Inc. (“NAI”) from the shareholders of NAI (the “NAI
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Transaction”). Also on August 7, 2025, following the completion of the NAI Transaction and pursuant to the
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Transaction Agreement dated as of July 7, 2024, Paramount Global and Skydance Media became wholly-owned
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subsidiaries of Paramount Skydance Corporation (the transactions contemplated by the Transaction Agreement, the
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“Skydance Transactions”). Paramount Skydance Corporation, formerly known as New Pluto Global, Inc., and now
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known as Skydance Corporation, was formed on June 3, 2024 to consummate the Skydance Transactions and was
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a wholly-owned direct subsidiary of Paramount Global until, through a series of mergers, it became the holding
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company of Paramount Global and Skydance Media as part of the Skydance Transactions. See Note 3 to the
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consolidated financial statements.
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Following the closing of the Skydance Transactions and the NAI Transaction, NAI, which was renamed Harbor
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Lights Entertainment, Inc., and its subsidiaries hold 100.0% of the Skydance Corporation Class A Common Stock.
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Holders of shares of Class A common stock of Skydance Corporation (“Skydance Corporation Class A Common
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Stock”) are entitled toone vote per share with respect to all matters on which the holders of Skydance Corporation
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common stock are entitled to vote. Holders of Skydance Corporation Class B Common Stock do not have voting
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rights. Accordingly, entities controlled by the Ellison Family (as defined below) indirectly hold approximately
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77.5% of Skydance Corporation Class A Common Stock through their collective approximate 77.5% ownership
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interest in Harbor Lights Entertainment, Inc., and as a result the Ellison Family is the controlling stockholder and
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the ultimate parent of the Company (“Ultimate Parent”). For the purpose of determining the controlling ownership
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of the Company, the Ellison family is comprised of Lawrence J. Ellison and David Ellison (the “Ellison Family”).
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David Ellison is the son of Lawrence J. Ellison, and Lawrence J. Ellison and David Ellison are accordingly
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considered immediate family members.
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Pushdown of Ultimate Parent’s Basis—At the time Paramount Global and Skydance Media became subsidiaries of
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Paramount Skydance Corporation, the Ellison Family controlled both Paramount Global and Skydance Media, and
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as a result, this transaction has been accounted for as a transaction between entities under common control. As a
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transaction between entities under common control, the net assets were combined at the Ultimate Parent’s basis,
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which for Paramount Global was deemed to be the estimated fair value as of August 7, 2025, the date of the
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closing of the NAI Transaction, which was the point at which the Ellison Family obtained control of Paramount
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Global (see Note 3 to the consolidated financial statements). As a result, the net assets of Paramount Global were
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recorded at their fair values as of this date. Since the net assets of Skydance Media were already at the Ultimate
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Parent’s basis, no adjustment to the fair value of net assets was necessary, and Skydance Media was combined with
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Paramount Global’s net assets at the Ultimate Parent’s basis as of this date.
Removed paragraphs (39)
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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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Warner Bros. Discovery Merger—On February 27, 2026, Paramount and Warner Bros. Discovery, Inc. (“WBD”)
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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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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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Under the terms of the WBD Merger Agreement, Paramount will pay$31.00 per WBD share to acquire all
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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 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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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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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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Agreement). In accordance with the Subscription Agreements, this termination fee and the previously paid $2.8
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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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Paramount Skydance Corporation Class B Common Stock (as defined below) at $16.02 per share.
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WBD will owe Paramount a $3.0 billion termination fee under certain circumstances, including if WBD terminates
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the WBD Merger Agreement to enter into a definitive agreement for an alternative acquisition proposal.
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Concurrent with the execution of the WBD Merger Agreement (i) The Lawrence J. Ellison Revocable Trust, u/a/d
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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
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Management’s discussion and analysis of the results of operations and financial condition of Paramount Skydance
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Management’s discussion and analysis of the results of operations and financial condition of Skydance Corporation
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Corporation should be read in conjunction with the more detailed financial statements and notes thereto included in
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should be read in conjunction with the more detailed financial statements and notes thereto included in our Form 8-
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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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K filed with the Securities and Exchange Commission on May 13, 2026, which was filed in order to recast the
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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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financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 to reflect