Skydance Corp

Management’s discussion and analysis of the results of operations and financial condition of Skydance Corporation

should be read in conjunction with the more detailed financial statements and notes thereto included in our Form 8-

K filed with the Securities and Exchange Commission on May 13, 2026, which was filed in order to recast the

financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025 to reflect

our new segment presentation.

The NAI Transaction and the Skydance Transactions—On August 7, 2025, pursuant to a purchase and sale

agreement dated July 7, 2024, certain affiliates of investors in Skydance Media, LLC (“Skydance Media”),

comprised of entities controlled by the Ellison Family (as defined below) 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”). 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 Media 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., and now

known as Skydance Corporation, was formed on June 3, 2024 to consummate the Skydance 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 Media as part of the Skydance Transactions. See Note 3 to the

consolidated financial statements.

Following the closing of the Skydance Transactions and the NAI Transaction, NAI, which was renamed Harbor

Lights Entertainment, Inc., and its subsidiaries hold 100.0% of the Skydance Corporation Class A Common Stock.

Holders of shares of Class A common stock of Skydance Corporation (“Skydance Corporation Class A Common

Stock”) are entitled toone vote per share with respect to all matters on which the holders of Skydance Corporation

common stock are entitled to vote. Holders of Skydance Corporation Class B Common Stock do not have voting

rights. Accordingly, entities controlled by the Ellison Family (as defined below) indirectly hold approximately

77.5% of 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 the Company (“Ultimate Parent”). For the purpose of determining the controlling ownership

of the Company, 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.

Pushdown of Ultimate Parent’s Basis—At the time Paramount Global and Skydance Media became subsidiaries of

Paramount Skydance Corporation, the Ellison Family controlled both Paramount Global and Skydance Media, 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 (see Note 3 to the consolidated financial statements). 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 Media were already at the Ultimate

Parent’s basis, no adjustment to the fair value of net assets was necessary, and Skydance Media was combined with

Paramount Global’s net assets at the Ultimate Parent’s basis as of this date.

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