Paramount Skydance Increases Authorized Class B Shares To 7B, Allowing Board To Declare Dividends Independently Of Class A Stock

The information set forth in Item 8.01 under the header "Background" and "Equity Syndication" of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

On April 7, 2026, Paramount Skydance Corporation ("PSKY") filed a Certificate of Amendment (the "Certificate of Amendment") to PSKY's Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to (i) increase the number of authorized shares of PSKY Class B Common Stock from 5,500,000,000 to 7,000,000,000 shares and (ii) permit the PSKY Board of Directors (the "PSKY Board") to declare and pay a dividend to the holders of PSKY Class B Common Stock without being required to declare and pay a corresponding dividend to the holders of PSKY Class A Common Stock, subject to the prior written consent or approval of the holders of all of the outstanding shares of PSKY Class A Common Stock. The PSKY Board and the Class A stockholders of PSKY previously approved the Certificate of Amendment. The Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.

The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07.

Background

On February 27, 2026, PSKY and Warner Bros. Discovery, Inc. ("WBD") entered into a merger agreement (the "Merger Agreement") providing for the acquisition by PSKY of WBD for $31 per share in cash, plus, if applicable, a ticking fee. Concurrently with the execution of the Merger Agreement, The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended (the "Trust"), and Mr. Lawrence J. Ellison (together with the Trust, the "Ellison Parties") entered into a Guarantee in favor of WBD (the "Ellison Guarantee"), to jointly and severally guarantee the payment of (i) the Netflix Termination Fee, (ii) the Amended Notes Payment Amount, (iii) the $45,720,000,000 equity funding of the Merger Consideration, plus the Contingent Equity Amount (each of the foregoing as defined in the Merger Agreement) (to the extent applicable), (iv) all damages payable by PSKY, Merger Sub (as defined in the Merger Agreement) or the Ellison Parties due to a breach of the Merger Agreement or the Subscription Agreement (as defined below) with the Ellison Parties or the fraud of PSKY, Merger Sub or the Ellison Parties with respect to the Merger Agreement or the Trust's Subscription Agreement (as defined below), (v) the Regulatory Termination Fee (as defined in the Merger Agreement) and (vi) certain other costs and expenses payable under the Merger Agreement.

In addition, concurrently with the execution of the Merger Agreement, each of (i) the Ellison Parties and (ii) RedBird Capital Partners Fund IV (Master), L.P. ("RedBird" and, together with the Trust, the "Equity Investors") entered into subscription agreements (collectively, the "Subscription Agreements") providing for a private placement investment in PSKY Class B Common Stock (the "PIPE Investments") at a price of $16.02 per share, for an aggregate amount of up to $46,720,000,000 from the Trust (such amount, together with any Ticking Consideration (as defined in the Merger Agreement), plus any Contingent Equity Amount, and plus any Amended Notes Payment Amount, the "Ellison Commitment") and $250,000,000 from RedBird (the "RedBird Commitment" and together with the Ellison Commitment, the "Commitments"), pursuant to the terms of the Subscription Agreements. The terms of the PIPE Investments were negotiated on behalf of PSKY by a special committee (the "PSKY Special Committee") of the PSKY Board, advised by independent financial and legal advisors, and the PIPE Investments were anticipated to be accompanied by a registered public offering to certain non-affiliated stockholders of PSKY of rights to subscribe for PSKY Class B Common Stock at $16.02 per share (the "Rights Offering").