Form 4: Shari Redstone Increases Paramount Global Holdings Through Deferred Compensation Plan

Paramount Global Director and 10% owner Shari Redstone reported an increase in her beneficial ownership of Class B common stock and phantom stock units through deferred compensation arrangements.

Summary

• Shari Redstone, a Director and 10% owner of Paramount Global, reported transactions on July 1, 2025.
• Acquired 343 shares of Class B common stock at a price of $0.0000, representing the regular quarterly crediting of vested Restricted Share Units (RSUs) and cash dividends, deferred under the Issuer's compensation plan for directors.
• Acquired 1,786 Phantom Class A Common Stock Units at a deemed investment price of $22.7.
• Acquired 3,081 Phantom Class B Common Stock Units at a deemed investment price of $13.16.
• These phantom units represent deferred Board/Committee fees and cash dividends, with their value tied to the respective common stock prices.
• Following these transactions, Redstone beneficially owns 636,677 Class B common stock, 57,615 Phantom Class A Common Stock Units, and 72,308 Phantom Class B Common Stock Units.

Sentiment

Score: 7

Explanation: The filing indicates a routine, positive insider transaction where a key director and 10% owner is increasing her beneficial ownership through deferred compensation, signaling long-term commitment and confidence in the company. While not an open market purchase, it's a positive sign of alignment.

Positives

• Increased beneficial ownership by a key insider (Director and 10% owner), Shari Redstone, indicating continued alignment with shareholder interests.
• The acquisitions are part of a deferred compensation plan, suggesting a long-term commitment to the company by a significant insider.
• The deferral of Board/Committee fees into phantom stock units demonstrates confidence in the future value of Paramount Global's stock.

Future Outlook

The deferral of Board/Committee fees into phantom stock units, which are paid out after retirement from the Board, indicates a long-term perspective on the company's performance by a key insider.

Management Comments

• Represents the regular quarterly crediting of vested Restricted Share Units ("RSUs") with a fair market value equal to the amount of cash dividends in such quarter attributable to previously vested RSUs, the settlement of which the Reporting Person elected to defer pursuant to the Issuer's deferred compensation arrangement for directors.
• Reporting Person has elected to defer payment of Board/Committee fees, as applicable, pursuant to the Issuer's deferred compensation arrangement for directors. Deferred amounts (as well as any cash dividends credited to the account during the previous quarter) are deemed invested at the beginning of each calendar quarter into Phantom Class A Common Stock Units and Phantom Class B Common Stock Units based on the closing market price of the Issuer's Class A Common Stock and Class B Common Stock, as applicable, on the day of the deemed investment, or, if that day is not a business day, on the last preceding business day. The cash value of the Phantom Common Stock Units is paid out after the Reporting Person's retirement from the Board.

Industry Context

This Form 4 filing reflects routine insider compensation practices within the media and entertainment industry, where executive and director compensation often includes equity-based awards and deferred compensation plans to align interests with long-term shareholder value. Paramount Global operates in a highly competitive and evolving media landscape, and such insider holdings can signal confidence in the company's strategic direction amidst industry shifts.

Comparison to Industry Standards

• Deferred compensation plans for directors, including the crediting of vested RSUs and the deferral of fees into phantom stock units, are common practices across large publicly traded companies, including those in the media sector like Disney, Warner Bros. Discovery, and Netflix.
• The structure of deferring cash dividends and fees into equity-linked units is a standard mechanism to encourage long-term commitment and align director interests with shareholder returns, similar to practices observed at companies such as Comcast or Fox Corporation.
• The reported transactions are consistent with typical insider compensation disclosures for directors at major corporations, reflecting a non-cash acquisition of shares/units as part of a pre-existing compensation arrangement rather than open market purchases.

Stakeholder Impact

• Shareholders: Increased alignment of a significant insider's interests with long-term shareholder value through deferred equity compensation.
• Management/Employees: Reinforces the company's compensation structure for directors, which includes equity-based incentives.

Next Steps

• The cash value of the Phantom Common Stock Units will be paid out after the Reporting Person's retirement from the Board.

Key Dates

Recommendation

Keywords

Paramount Global, Shari Redstone, SEC Form 4, Insider Transaction, Stock Acquisition, Deferred Compensation, Restricted Share Units, Phantom Stock Units, Director Holdings, Media Company