Launch of Notes Offerings (Form 8-K)

Launch of Notes Offerings

Los Angeles and New York, September 28, 2026 - PARAMOUNT SKYDANCE CORPORATION (NASDAQ: PSKY) (the "Company") today announced that it intends to offer approximately $44.4 billion in aggregate principal amount of U.S. dollar-denominated senior secured first lien notes (the "First Lien Senior Secured Notes") and U.S. dollar- and euro-denominated senior secured second lien notes (together with the First Lien Senior Secured Notes, the "Notes"), in each case, to qualified institutional buyers pursuant to Rule 144A under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non "U.S. persons" in compliance with Regulation S under the Securities Act. The consummation of the Notes offerings is subject to market and other conditions.

The Company intends to utilize the net proceeds of the Notes offerings, together with cash on hand, borrowings under previously announced term loan financings and the net proceeds of the previously announced equity financing, to, among other things, finance the purchase price for its previously announced acquisition (the "Acquisition") of Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("WBD") and the repayment of certain existing debt. The terms of the proposed Notes offerings, including but not limited to the principal amounts, interest rates, currency denominations and maturities of the various series of Notes, and the consummation of the Acquisition, are subject to a number of significant conditions, and there can be no assurance that the Company will consummate any of these transactions on the anticipated terms or timing, or at all. Consummation of the Notes offerings is not a condition to the consummation of the Acquisition.

The Notes and related guarantees are being offered and issued pursuant to an exemption from the registration requirements of the Securities Act and the rules and regulations of the Securities and Exchange Commission (the "SEC") promulgated thereunder, and are also not being registered under any state or foreign securities laws. The Notes are only being offered and issued to persons who are (a) reasonably believed to be "qualified institutional buyers" as defined in Rule 144A under the Securities Act, or (b) not "U.S. persons," as defined in Rule 902 of Regulation S under the Securities Act. The Notes have not been and, except with respect to the First Lien Senior Secured Notes which will have registration rights, will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security, and does not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

About Paramount, a Skydance Corporation

Paramount, a Skydance Corporation is a next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. PSKY's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance Animation, Film, Television, Interactive/Games, and Paramount Sports Entertainment.