Form 4: Paramount Skydance Officer Reports Post-Merger Equity Changes
Statement of Changes in Beneficial Ownership
Katherine Gill Charest, EVP, Controller & CAO, reports changes in her beneficial ownership of Paramount Skydance equity following the merger of Paramount Global and Skydance Media.
Summary
- The transaction agreement, dated July 7, 2024, involving Skydance Media, Paramount Global, and Paramount Skydance Corporation, was completed on August 7, 2025.
- Paramount Global and Skydance merged into subsidiaries of Paramount Skydance Corporation (f/k/a New Pluto Global, Inc.).
- Katherine Gill Charest, EVP, Controller & CAO of Paramount Skydance, reported changes in her beneficial ownership of company securities.
- Her Paramount Global Class B common stock was converted into Paramount Skydance Class B common stock on a 1:1 basis, or holders could elect to receive $15.00 cash per share, subject to proration.
- She disposed of 56,102 direct and 418 indirect (via 401(k)) shares of Paramount Global Class B common stock.
- She acquired 21,921 direct and 418 indirect (via 401(k)) shares of Paramount Skydance Class B common stock.
- Paramount Global Restricted Share Units (RSUs), performance share units, stock options, and phantom Class B common stock units were converted into equivalent Paramount Skydance securities.
- Converted RSUs have various vesting schedules, including March 1, 2026, February 28, 2026, February 28, 2027, and in two or three equal annual installments beginning March 1, 2026.
- Converted stock options with exercise prices of $56.06 and $51.76 are fully vested and expire on January 31, 2026, and November 30, 2026, respectively.
Sentiment
Score: 7
Explanation: The filing reports the completion of a significant corporate transaction and the conversion of executive equity awards, which is a procedural but positive step for the new entity, indicating successful execution of the merger.
Positives
- Completion of the previously announced merger between Paramount Global and Skydance Media, forming Paramount Skydance Corporation, provides clarity on the new corporate structure.
- Seamless conversion of executive equity awards (RSUs, stock options, phantom units) from Paramount Global to Paramount Skydance ensures continuity of incentive structures for key personnel.
Future Outlook
Future equity compensation for the reporting person includes Restricted Share Units (RSUs) that will vest on specific dates: March 1, 2026; February 28, 2026; February 28, 2027; and in two or three equal annual installments beginning March 1, 2026.
Industry Context
The completion of the merger between Paramount Global and Skydance Media is a significant event in the media and entertainment industry, leading to the formation of Paramount Skydance Corporation. This transaction represents a consolidation of assets and strategic realignment in a competitive and evolving media landscape.
Comparison to Industry Standards
- NA
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Equity Award Conversion | Paramount Global equity awards (RSUs, performance share units, stock options, phantom units) were converted into equivalent Paramount Skydance awards as part of the merger agreement, ensuring continuity of executive compensation structure. | 08/07/2025 | Maintains executive incentives and aligns them with the new corporate structure, supporting executive retention and performance. |
| Rule 10b5-1 Plan Adoption | The transaction was made pursuant to a contract, instruction, or written plan for the purchase or sale of equity securities of the issuer, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). | 08/07/2025 | Provides an affirmative defense against insider trading allegations for pre-planned transactions, enhancing transparency and compliance for executive stock dealings. |
Stakeholder Impact
- Shareholders: Paramount Global Class B common stockholders had their shares converted into Paramount Skydance Class B common stock or received $15.00 cash per share, subject to proration, as a result of the merger.
- Employees (Executives): Executive equity awards (RSUs, stock options, phantom units) were converted from Paramount Global to Paramount Skydance, maintaining their long-term incentives and aligning them with the new entity.
Next Steps
- Vesting of various tranches of Restricted Share Units (RSUs) on scheduled dates, including March 1, 2026, February 28, 2026, and February 28, 2027, and subsequent annual installments.
Key Dates
| Date | Description |
|---|---|
| 07/07/2024 | Date of the Transaction Agreement between Skydance Media, Paramount Global, and Paramount Skydance Corporation. |
| 08/07/2025 | Date of earliest transaction, marking the completion of the merger and the conversion of securities. |
| 01/31/2026 | Expiration date for certain fully vested stock options with an exercise price of $56.06. |
| 02/28/2026 | Vesting date for certain converted Restricted Share Units (RSUs). |
| 03/01/2026 | Vesting date for certain converted Restricted Share Units (RSUs), and the start of annual installments for other RSUs. |
| 11/30/2026 | Expiration date for certain fully vested stock options with an exercise price of $51.76. |
| 02/28/2027 | Vesting date for certain converted Restricted Share Units (RSUs). |
Recommendation
holdThis Form 4 filing details the conversion of an executive's equity holdings following the completion of the Paramount Global and Skydance Media merger into Paramount Skydance Corporation. It confirms the procedural aspects of the transaction but does not offer new operational or financial insights that would warrant a change in investment recommendation based solely on this document. Investors should continue to monitor the integration process and future financial performance of Paramount Skydance.
Keywords
Paramount Skydance, PSKY, SEC Form 4, Beneficial Ownership, Merger, Skydance Media, Paramount Global, Equity Conversion, RSU, Stock Option, Corporate Transaction
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.