Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans. On October 15, 2026, in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR as promulgated by the SEC, the Company sent a notice (the “Notice”) to its directors and executive officers informing them of a blackout period for the Fund in connection with the closing of the Merger.…
Filed Oct 16, 2026Accepted Oct 15, 2026, 7:31 PM EDTCIK 2041610Accession 0001104659-26-116333
Skydance Corporation is a next-generation global media and entertainment company, composed of three business segments: Studios, Direct-to-Consumer, and TV Media. The Company’s portfolio unites legendary brands, including Paramount, Warner Bros., HBO and HBO Max, Paramount+, Pluto TV, CBS, CNN, CBS Sports, TNT Sports, Nickelodeon, Cartoon Network, MTV, Food Network, BET, HGTV, and Comedy Central.
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Item 5.04Item 5.04 - Temporary Suspension of Trading
Item 5.04 Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.
On October 15, 2026, in accordance
with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR as promulgated by the SEC, the Company sent a notice
(the “Notice”) to its directors and executive officers informing them of a blackout period for the Fund in connection with
the closing of the Merger. The Notice provides information on certain trading prohibitions to which directors and executive officers of
the Company are subject during the blackout period.
The 401(k) Plan’s blackout
period is with respect to Class B Common Stock and is occurring so that the 401(k) Plan receives the correct number of additional shares
of Class B Common Stock in the Fund in lieu of the Warrant Distribution. During the 401(k) Plan’s blackout period, participants
and beneficiaries in the 401(k) Plan are unable to: (1) direct or diversify the assets held in their account into or out of the Fund;
and (2) obtain a loan, withdrawal or distribution from the 401(k) Plan with respect to any portion of the participant’s account
invested in the Fund.
The Merger closed on October
6, 2026. The blackout period began on October 5, 2026 at 4:00 p.m., New York City time, and is expected to end during the week of October
18, 2026.
During the 401(k) Plan’s
blackout period and for a period of two years after the end date thereof, a security holder or other interested person may obtain, without
charge, information regarding the actual end date of the blackout period from the General Counsel of the Company by mail at 1515 Broadway,
New York, New York 10036, or by telephone at (212) 258-6000.
A copy of the Notice, which
includes the information specified in Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Filed exhibits (1)
EX-99.1 (by filename) tm2626659d15_ex99-1.htm
Exhibit 99.1
To: Directors and Executive Officers of Skydance Corporation
From: Stephanie Kyoko McKinnon, General Counsel and Secretary
Date: October 15, 2026
Re: Notice Regarding Blackout Period and Regulation BTR Trading Restrictions
In accordance with Section 306 of the Sarbanes-Oxley
Act of 2002 (the “Act”) and Rule 104 of Regulation BTR as promulgated by the Securities and Exchange Commission, Skydance
Corporation (the “Company” or “SKYD”) is notifying you of current restrictions on your ability to engage in certain
activities regarding SKYD equity securities, namely SKYD’s Class B Common Stock, $0.001 par value (“Class B Common Stock”).
These restrictions are occurring in connection with the closing of the transactions contemplated by the Agreement and Plan of Merger,
dated as of February 27, 2026, among Company, Warner Bros. Discovery, Inc. and the other parties thereto (collectively, the “Transaction”).
Such restrictions are due to a “blackout
period” that is also impacting the SKYD Class B Common Stock Fund (the “Stock Fund”) in the Paramount Global 401(k)
Plan (the “Plan”). Plan participants received a separate blackout notice from the Plan regarding their Plan inve…