Paramount Skydance Corporation

04/07/2026 | Press release | Distributed by Public on 04/07/2026 06:52

Proxy Results, Private Placement, Amendments to Bylaws (Form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

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.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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.

Item 5.07 Submission of Matters to a Vote of Security Holders.

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.

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