Form 4: Cardinale Boosts Paramount Skydance Stake Post-Merger

Gerald J. Cardinale, a Director and 10% owner, reported significant acquisitions of Paramount Skydance Corp Class B Common Stock and warrants following the merger of Old Paramount and Skydance.

Summary

• Gerald J. Cardinale, a Director and 10% owner, reported changes in beneficial ownership in Paramount Skydance Corp (PSKY).
• On August 7, 2025, RB Tentpole Holdings LP, an entity through which Mr. Cardinale may be deemed to share beneficial ownership, acquired 83,640,992 shares of Class B Common Stock and warrants to acquire 45,000,000 shares of Class B Common Stock for an aggregate consideration of $1,254,614,880 as part of a private placement investment (PIPE Purchase).
• On the same date, RB Maverick LLC, another entity through which Mr. Cardinale may be deemed to share beneficial ownership, acquired 21,208,559 shares of Class B Common Stock, bringing its total beneficial ownership to 104,849,551 shares. This acquisition was in connection with the merger transactions.
• Mr. Cardinale also directly acquired 25,000 Restricted Stock Units (RSUs) of Class B Common Stock, which vest on the earlier of the first anniversary of the grant date or the date of the first annual meeting of stockholders following the grant date.
• The warrants have an exercise price of $30.50 and expire on August 7, 2030, and are subject to anti-dilution adjustments.
• New Paramount Global, Inc. changed its name to Paramount Skydance Corporation on the closing date of the transactions.

Sentiment

Score: 8

Explanation: The filing reports the successful completion of a significant merger and a substantial private placement investment by a key insider, indicating strong confidence and a positive strategic direction for the newly formed entity. The acquisition of a large number of shares and warrants by a director and 10% owner is generally viewed favorably by the market, suggesting a belief in future value creation.

Positives

• Significant investment by a director and 10% owner, Gerald J. Cardinale, through affiliated entities, signaling strong confidence in the newly formed Paramount Skydance Corporation.
• The completion of the private placement investment (PIPE Purchase) brought in $1,254,614,880 in capital.
• The acquisition of a substantial number of shares and warrants by RB Tentpole Holdings LP and RB Maverick LLC indicates a long-term strategic interest.

Negatives

• NA

Risks

• Mr. Cardinale disclaims beneficial ownership of certain securities held by RB Tentpole Holdings LP and RB Maverick LLC except to the extent of any pecuniary interest therein, which could imply a complex ownership structure.
• The value of warrants is contingent on the Class B Common Stock market price exceeding $30.50 per share, and a portion is subject to a contractual incentive arrangement.

Future Outlook

The Restricted Stock Units granted to Mr. Cardinale are set to vest on the earlier of the first anniversary of the grant date (August 7, 2025) or the date of the first annual meeting of stockholders following the grant date. Certain shares of Class B Common Stock may be distributed to indirect investors in RB Tentpole Holdings LP at their request, which Mr. Cardinale expects to report on Form 4 if and when such distributions are made.

Management Comments

• Mr. Cardinale disclaims beneficial ownership of those securities except to the extent of any pecuniary interest therein.
• Mr. Cardinale disclaims beneficial ownership of those securities [held by HLE], however, on the basis that RB Tentpole Holdings LP does not control HLE or HLE's investment portfolio.
• Mr. Cardinale expects to report such distributions [to indirect investors] on Form 4 if and when such distributions are made.

Industry Context

This filing reflects the completion of a significant merger and private placement in the media and entertainment industry, forming Paramount Skydance Corporation. The substantial investment by a key director and 10% owner, Gerald J. Cardinale, through RedBird Capital Partners, underscores a strategic move to consolidate and strengthen the new entity's position in a competitive landscape, potentially signaling a long-term commitment to content creation and distribution.

Comparison to Industry Standards

• NA

Related Party Transactions

• The transactions involve entities (RB Tentpole Holdings LP, RB Maverick LLC) through which Gerald J. Cardinale, a director and 10% owner, may be deemed to share beneficial ownership.
• The Assignment Agreement, dated as of July 30, 2025, by and between RB Tentpole LP and RB Tentpole Holdings LP, involved the assignment of rights under the Subscription Agreement between related entities.

Stakeholder Impact

• Shareholders: The completion of the merger and private placement significantly alters the ownership structure and capital base of the company. Existing shareholders of Old Paramount had their shares converted into shares of the new entity. The substantial investment by a key insider could be seen as a positive signal.
• Investors: The PIPE purchase provides a significant capital injection, potentially strengthening the company's financial position and supporting future growth initiatives.

Next Steps

• Distribution of certain Class B Common Stock shares to indirect investors in RB Tentpole Holdings LP, to be reported on Form 4 if and when made.
• Vesting of Restricted Stock Units on the earlier of August 7, 2026, or the date of the first annual meeting of stockholders following August 7, 2025.

Key Dates

Recommendation

The filing details the completion of a significant merger and a substantial private placement, which are generally positive for the company's long-term strategic positioning and capital structure. The large insider investment by Gerald J. Cardinale signals strong confidence. However, as a Form 4, it primarily reports a transaction rather than new operational or financial performance data. Investors should 'hold' to observe the integration of the merged entities and the subsequent financial performance before making further investment decisions, as the full impact of these strategic moves will unfold over time.

Keywords

Paramount Skydance Corp, PSKY, Gerald J. Cardinale, Form 4, Beneficial Ownership, Class B Common Stock, Warrants, Private Placement, Merger, Skydance Media, RedBird Capital Partners