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
SKYD$8.70+8.6%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-04.
0002041610-26-000054
Item 1A. Risk FactorsCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-09.
0002041610-26-000067
Item 1A. Risk FactorsThe 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 307 previous paragraphs and 317 current paragraphs.
80 unchanged; 77 reworded; 158 added; 148 removed; 2 previous and 2 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 (158)
Current report
WBD Merger and our issuance on October 13, 2026 of warrants to purchase shares of our Class B Common Stock
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used in the section entitled “Risks Relating to the Warrants” but not defined in that section have the meanings
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given in our prospectus supplement relating to the Warrants, filed with the Securities and Exchange Commission
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The commitments we made under the States Consent Decree restrict how we operate our business, raise our
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costs and may require us to divest certain assets. Any failure to comply could subject us to monetary payments,
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required divestitures and other adverse consequences.
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In September 2026, the Company and WBD entered into a Consent Decree (the “States Consent Decree”) with
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twelve states (collectively, the “Plaintiff States”). The States Consent Decree requires the combined company and
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its subsidiaries to meet a broad set of commitments over a five-year commitment period. Among other things, the
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•release at least 30 to 32 films in the United States annually, subject to minimums for wide-release,
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independent, self-produced and higher-budget films, with theatrical windows of at least 45 days and no
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subscription streaming availability for at least 90 days;
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•comply with negotiation obligations regarding affiliation terms for the Company’s and WBD’s basic cable
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portfolios; spend at least $300 million more annually on U.S. production than combined 2025 levels, retain and
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operate both studio lots, and honor existing collective bargaining agreements;
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•fund $9.5 million annually in workforce and arts programs and $5 million annually for an Independent Film
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•establish a News Editorial Independence Board for CBS News and CNN and maintain Pluto TV as a free, ad-
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•comply with monitoring and reporting obligations and reimburse up to $40 million of the Plaintiff States’ fees
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These commitments restrict how and when we release films and will increase our costs. They may also limit our
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ability to realize the synergies we expect from the WBD Merger.
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Additionally, if we fail to comply, we could face adverse consequences, including the divestiture of Miramax
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Studios, a $30 million payment for each film shortfall and the divestiture of certain cable networks. Any divestiture
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could occur on unfavorable terms, and non-compliance could also lead to enforcement actions and reputational
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expense of our ordinary course business practices and operations. Post-closing, our management may face
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While we have estimated the transaction and integration expenses we expect to incur, factors beyond our control
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We incurred substantial indebtedness in connection with the WBD Merger. We incurred (or assumed) additional
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debt with an aggregate principal amount of$72.1 billion in connection with the WBD Merger. This amount
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consists of (i)$56.9 billion of debt incurred to finance the WBD Merger, comprised of$5.0 billion of borrowings
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under the Term A Loan Facilities and$9.5 billion of Term B-1 Loans, each under the Pro Rata Credit Agreement,
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$30.0 billion of First Lien Senior Secured Notes, and$12.4 billion of Second Lien Senior Secured Notes, (ii)
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$12.6 billion of Second Lien Exchange Notes issued in our exchange offers for certain outstanding senior notes of
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subsidiaries of WBD (the “WBD Issuers”), and (iii)$2.7 billion of other outstanding unsecured notes and
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Removed paragraphs (148)
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Failure to consummate the WBD Merger could negatively impact our business, financial condition, results of
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The WBD Merger cannot be consummated until conditions to Closing (as defined in the WBD Merger Agreement)
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are satisfied or, if permissible under applicable law, waived. The WBD Merger is subject to numerous Closing
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conditions, including the receipt of required regulatory approvals and the absence of any orders enjoining the
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consummation of the WBD Merger. See “—The WBD Merger is subject to a number of Closing conditions and, if
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these conditions are not satisfied, the WBD Merger Agreement may be terminated in accordance with its terms and
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the WBD Merger may not be consummated. In addition, the parties have the right to terminate the WBD Merger
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Agreement under certain circumstances, in which case the WBD Merger would not be consummated.”
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There can be no assurance that the conditions to completion of the WBD Merger, including the receipt of required
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regulatory approvals, will be satisfied or waived on a timely basis or at all. Further, there can be no assurance that
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governmental authorities will not impose conditions, terms, obligations or restrictions and that such conditions,
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terms, obligations or restrictions will not have the effect of delaying or preventing consummation of the WBD
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Merger. For example, in July 2026, twelve states (California, Arizona, Colorado, Connecticut, Massachusetts,
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Minnesota, Nevada, New Jersey, New Mexico, New York, Oregon and Washington) filed an antitrust action in the
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U.S. District Court for the Northern District of California against Paramount and WBD relating to the WBD
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Merger, seeking to block the WBD Merger, among other relief. On July 24, 2026, we entered into a stipulation
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agreeing that the WBD Merger will not close, and we will not take any steps to integrate the operations of
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Paramount with those of WBD, until the earlier of five days following the court’s ruling or June 1, 2027.
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If in connection with any of the above or otherwise, WBD or Paramount is required to divest assets or businesses
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or to agree to other conditions, obligations or restrictions on the conduct of its business, there can be no assurance
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that we or WBD will be able to negotiate such divestitures or other measures expeditiously or on favorable terms
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or that the governmental authorities will approve the terms of such divestitures or other measures. In addition, we
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can provide no assurance that these conditions, terms, obligations or restrictions will not result in the abandonment
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of the WBD Merger. If the conditions to completion of the WBD Merger are not satisfied or waived, we may be
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unable to complete the WBD Merger in the time frame or manner currently anticipated or at all.
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If the WBD Merger is not completed by September 30, 2026, we have agreed in the WBD Merger Agreement to
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pay as merger consideration to WBD stockholders an additional amount in cash equal to $0.00277778 multiplied
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by the number of calendar days elapsed after September 30, 2026, to and including the closing date (which, for the
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avoidance of doubt, will not exceed $0.25 per 90 calendar day period). The anticipated closing of the WBD Merger
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has been delayed as a result of the lawsuit described above, with the parties agreeing to postpone closing until the
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Additionally, if the WBD Merger is not completed, our ongoing business may be adversely affected and we will be
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subject to several risks or consequences, including:
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•if the WBD Merger Agreement is terminated under certain circumstances, including where required regulatory
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approvals have not been obtained or because a court order prevents the WBD Merger from closing on antitrust
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grounds, we may be required to pay WBD a $7.0 billion Regulatory Termination Fee (as defined in the WBD
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Merger Agreement), the payment of which would likely require us to issue additional equity pursuant to the
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Subscription Agreements, with corresponding dilution to our existing stockholders;
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•we will be required to pay certain costs relating to the WBD Merger, whether or not the WBD Merger is
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Reworded paragraphs (77)
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business, financial condition or results of operations.
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(the “Warrants”) could adversely affect our business, financial condition or results of operations. Capitalized terms
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The proposed WBD Merger may cause disruption in our and WBD’s business and commercial relationships.
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The WBD Merger may cause disruption in our business and commercial relationships.
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The proposed WBD Merger could cause disruptions to our business or commercial relationships, or those of WBD,
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The WBD Merger could cause disruptions to our business or commercial relationships, including those of the
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which could have an adverse impact on our and WBD’s business, financial condition or results of operations.
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WBD business, which could have an adverse impact on our business, financial condition or results of operations.
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Parties with which we or WBD have business relationships may experience uncertainty as to the future of such
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Parties with which we have business relationships may experience uncertainty regarding the integration of our
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relationships and may delay or defer certain business decisions, seek alternative relationships with third parties or
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businesses and the future of such relationships and may delay or defer certain business decisions, seek alternative
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seek to alter their present business relationships with us. Parties with whom we or WBD otherwise may have
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relationships with third parties or seek to alter their present business relationships with us. Parties with whom we or
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sought to establish business relationships may seek alternative relationships with third parties. We have
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WBD otherwise may have sought to establish business relationships may seek alternative relationships with third
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experienced, and may continue to experience, negative publicity relating to the WBD Merger, which could have an
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parties. We have experienced, and may continue to experience, negative publicity relating to the WBD Merger,
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adverse effect on our or WBD’s ongoing operations including, but not limited to, retaining and attracting
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which could have an adverse effect on our ongoing operations, including, but not limited to, retaining and
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employees and creative talent, maintaining our relationships with existing customers and obtaining potential new
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attracting employees and creative talent, maintaining our relationships with existing customers and obtaining
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customers. We compete with other content creators for creative talent, including producers, directors, actors and
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potential new customers. We compete with other content creators for creative talent, including producers, directors,
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writers and if we fail to retain or attract new key employees or creative talent, our business, financial condition or
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actors and writers, and if we fail to retain or attract new key employees or creative talent, our business, financial
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results of operations could be adversely affected.
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condition or results of operations could be adversely affected.
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The pursuit of the WBD Merger and the preparation for the integration of WBD may place a significant burden on
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The integration of WBD may place a significant burden on our management and internal resources. The diversion
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our management and internal resources. The diversion of management’s attention away from day-to-day business
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of management’s attention away from day-to-day business concerns and any difficulties encountered in the
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concerns and any difficulties encountered in the transition and integration process could adversely affect our
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transition and integration process could adversely affect our business, financial condition or results of operations.
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Litigation relating to the WBD Merger could prevent or further delay the Closing and/or result in the payment
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Litigation relating to the WBD Merger could result in the payment of damages.
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proceedings seeking to block or enjoin the WBD Merger or seeking monetary damages, and we may become
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proceedings seeking monetary damages, and we may become subject to additional litigation, demand letters,
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subject to additional litigation, demand letters, claims, enforcement actions or other proceedings relating to the
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claims, enforcement actions or other proceedings relating to the WBD Merger. See Note 15 to the consolidated
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WBD Merger. See Note 14 to the consolidated financial statements appearing in Item 1 of Part I of this Quarterly
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financial statements appearing in Item 1 of Part I of this Quarterly Report on Form 10-Q under the caption “Legal
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Report on Form 10-Q under the caption “Legal Matters—Litigation Relating to the WBD Merger,” and Part II,
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Matters—Litigation Relating to the WBD Merger,” and Part II, Item 1, “Legal Proceedings,” for additional
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Item 1, “Legal Proceedings,” for additional information regarding certain pending WBD Merger litigation and
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information regarding certain pending WBD Merger litigation and related proceedings.
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demand letters, claims, enforcement actions or other proceedings relating to the WBD Merger, could prevent or
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demand letters, claims, enforcement actions or other proceedings relating to the WBD Merger, could result in
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the Closing, or otherwise adversely affect our business, financial condition or results of operations.
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substantial costs, result in the payment of damages, or otherwise adversely affect our business, financial condition
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In addition, governmental authorities have initiated, and could initiate additional, actions challenging the WBD
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In addition, governmental authorities could initiate additional actions challenging the WBD Merger, which could
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restrictions, or otherwise adversely affect the post-close entity. The anticipated closing of the WBD Merger has
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result in burdensome conditions, terms, obligations or restrictions, or otherwise adversely affect the post-close
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savings or revenue growth opportunities identified by Paramount without adversely affecting current revenues or
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savings or revenue growth opportunities we have identified without adversely affecting current revenues or
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fully recognize such synergies. Even if we are able to integrate WBD successfully, the anticipated benefits of the
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investments in future growth. Even if we are able to successfully integrate WBD, the anticipated benefits of the
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The acquisition of another public company and integration of its business with our business is complex, costly and
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The acquisition of another public company and integration of its business with our business are complex, costly
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time-consuming and may divert significant management attention or resources towards integration planning at the
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and time-consuming and may divert significant management attention or resources towards integration at the
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integrating the technologies, organizations, systems, procedures, policies and operations, as well as addressing the
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significant challenges in integrating the technologies, organizations, systems, procedures, policies and operations,
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different business cultures at Paramount and WBD, managing the increased scale and scope of the combined
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as well as addressing the different business cultures at Skydance and WBD, managing the increased scale and
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businesses, identifying and eliminating duplicative programs, and retaining key personnel. The post-closing
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scope of the combined businesses, identifying and eliminating duplicative programs, and retaining key personnel.
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integration process could take longer than anticipated and could result in the loss of key employees, the disruption
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The post-closing integration process could take longer than anticipated and could result in the loss of key
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of each company’s ongoing businesses, tax costs or inefficiencies, or inconsistencies in standards, controls,
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employees, the disruption of each company’s ongoing businesses, tax costs or inefficiencies, or inconsistencies in
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information technology systems, procedures and policies, any of which could adversely affect our ability to
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standards, controls, information technology systems, procedures and policies, any of which could adversely affect
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maintain relationships with customers, employees or other third parties. The overall combination of Paramount’s
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our ability to maintain relationships with customers, employees or other third parties. The overall combination of
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and WBD’s businesses may also result in material unanticipated expenses, liabilities, competitive disadvantages,
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Skydance’s and WBD’s businesses may also result in material unanticipated expenses, liabilities, competitive
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and loss of customer, creative talent and other business relationships. Failure to efficiently and effectively integrate
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disadvantages, and loss of customer, creative talent and other business relationships. Failure to efficiently and
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Rearranged current paragraphs (2)
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costs could adversely affect our business, financial condition or results of operations.
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shares of our Class B Common Stock.
Rearranged previous paragraphs (2)
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standalone basis may be insufficient to offset them. See the risk factors included in our Annual Report on Form
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of our Class B Common Stock outstanding after giving effect to the PIPE Transaction.