{"url_path":"/sec/psky/8-k/2026-07-22/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/2041610/0001104659-26-085769-index.html","accession_number":"0001104659-26-085769","cik":"0002041610","ticker":"PSKY","issuer_name":"Paramount Skydance Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2041610/0001104659-26-085769-index.html","primary_entity_key":"0002041610","primary_entity_name":"Paramount Skydance Corp"},"word_count":1207,"has_tables":true,"body_markdown":"**Item 7.01**\n**Regulation FD Disclosure.**\n\n \n\nAs previously disclosed, Warner Bros. Discovery,\nInc., a Delaware corporation (“WBD”), Paramount Skydance Corporation, a Delaware corporation (“PSKY”), and Prince\nSub Inc., a Delaware corporation and wholly owned subsidiary of PSKY (“Merger Sub”), entered into an Agreement and Plan of\nMerger on February 27, 2026, pursuant to which, and subject to the terms and conditions therein, at the effective time of the Merger,\nMerger Sub will merge with and into WBD, with WBD surviving as a wholly owned subsidiary of PSKY (the “Merger”).\n\n \n\nOn July 22, 2026,\nthe European Commission approved the Merger under the EU Merger Regulation following a Phase 1 review.\n\n \n\nOn July 14, 2026, the European Commission unconditionally\napproved the Merger under the EU Foreign Subsidies Regulation following a Phase 1 review.\n\n \n\nOn July 10, 2026, the Fair Trade Commission of\nSouth Korea unconditionally approved the Merger following a Phase 1 review.\n\n \n\nThe completion of the Merger remains subject to\ncertain other conditions, including regulatory clearance in other relevant jurisdictions.\n\n \n\nPSKY continues to engage constructively with antitrust\nenforcers and other regulators around the world to secure regulatory clearances and approvals necessary for the Merger.\n\n** **\n\n****\n\n \n\n \n\n** **\n\n**Cautionary Note Concerning Forward-Looking\nStatements**\n\n \n\nThis communication contains “forward-looking\nstatements” regarding the Merger. The reader is cautioned not to rely on these forward-looking statements. These statements are\nbased on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties\nmaterialize, actual results could vary materially from the expectations and projections of PSKY or WBD. Risks and uncertainties include,\nbut are not limited to: the risk that the closing conditions for the Merger will not be satisfied, including the risk that clearances\nunder applicable antitrust or regulatory laws will not be obtained; the possibility that the transaction will not be completed in the\nexpected timeframe or at all; potential adverse effects to the businesses of PSKY or WBD during the pendency of the transaction, such\nas employee departures or distraction of management from business operations; the risk of stockholder litigation relating to the transaction,\nincluding resulting expense or delay; the potential that the expected benefits and opportunities of the Merger, if completed, may not\nbe realized or may take longer to realize than expected; risks related to PSKY’s streaming business; the adverse impact on PSKY’s\nadvertising revenues as a result of changes in consumer behavior, advertising market conditions and deficiencies in audience measurement;\nrisks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving\ntechnologies and distribution models; risks related to PSKY’s decisions to invest in new businesses, products, services and technologies,\nand the evolution of PSKY’s business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations\nfor, the distribution of PSKY’s content; damage to PSKY’s reputation or brands; losses due to asset impairment charges for\ngoodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and\nformer businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity,\nprivacy and data protection and similar risks; challenges in protecting and maintaining PSKY’s intellectual property rights; domestic\nand global political, economic and regulatory factors affecting PSKY’s businesses generally; the inability to hire or retain key\nemployees or secure creative talent; disruptions to PSKY’s operations as a result of labor disputes; risks and costs associated\nwith the integration of, and PSKY’s ability to integrate, the businesses of Paramount Global and Skydance successfully and to achieve\nanticipated synergies; litigation relating to the transactions contemplated by the transaction agreement entered into on July 7, 2024,\nbetween Paramount Global and Skydance, potentially resulting in substantial costs; volatility in the price of PSKY’s Class B common\nstock; the effect PSKY’s dual-class capital structure and the concentrated ownership may have on the price of its Class B common\nstock or business; risks related to a private sale of a controlling interest in PSKY, including that PSKY’s stockholders may not\nrealize any change of control premium on shares of PSKY’s Class B common stock and that PSKY may become subject to the control of\na presently unknown third party; risks associated with PSKY’s status as a “controlled company” under Nasdaq rules, including\nits exemption from certain corporate governance requirements; risks associated with the lack of voting rights of PSKY’s Class B\ncommon stock; risks that anti-takeover provisions in PSKY’s amended and restated certificate of incorporation (the “Charter”)\nand amended and restated bylaws, and under Delaware law, could deter, delay, or prevent a change of control; risks that exclusive forum\nprovisions in the Charter could limit a stockholder’s choice of forum for certain claims and discourage lawsuits against PSKY’s\ndirectors and officers; risks that corporate opportunity provisions in the Charter could permit certain persons to pursue competitive\nopportunities that might otherwise be available to PSKY; risks associated with PSKY’s holding company structure, including its dependence\non distributions from its subsidiaries to meet tax obligations and other cash requirements; risks related to PSKY’s indebtedness,\nincluding PSKY’s substantial outstanding debt obligations; risks related to PSKY’s ability to incur substantially more debt\nand PSKY’s ability to meet the financial and other covenants contained in the agreements governing PSKY’s indebtedness; risks\nrelating to PSKY’s ability to deleverage the business in accordance with management’s targets, including risks arising from\nassumptions, uncertainties and contingencies that may affect PSKY’s ability to reduce indebtedness; risks relating to management’s\nability to execute on its strategic plan and improve its financial profile and cash flows from operations; and risks relating to any capital\nor other financing PSKY may have to raise in order to reduce its indebtedness following the Merger. A further list and description of\nthese risks, uncertainties and other factors and the general risks associated with the respective businesses of PSKY and WBD can be found\nin PSKY’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, and PSKY’s\nForm 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 4, 2026, including, in each case, in the sections captioned\n“Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” and PSKY’s subsequent\nfilings with the SEC, and WBD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February\n27, 2026, and WBD’s Form 10-Q for the quarterly period ended March 31, 2026, filed with the SEC on May 6, 2026, including, in each\ncase, in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,”\nand WBD’s subsequent filings with the SEC. Copies of these filings, as well as subsequent filings, are available online at www.sec.gov,\nir.wbd.com or on request from PSKY or WBD. PSKY undertakes no obligation to update any forward-looking statement as a result of new information\nor future events or developments, except as required by law.\n\n \n\n \n\n \n\n** **\n\n**SIGNATURE**\n\n \n\nPursuant to the requirements of the Securities Exchange Act of 1934,\nas amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.\n\n \n\n \n\n \nPARAMOUNT SKYDANCE CORPORATION\n\n \n \n\n \nBy:\n/s/ Stephanie Kyoko McKinnon\n \n\n \nName: Stephanie Kyoko McKinnon\n\n \nTitle: General Counsel and Secretary\n\n \n\nDate: July 22, 2026"}