Key Highlights

● Exchange Move: Paramount Skydance's Class B stock stops trading on Nasdaq around the close October 5, 2026, and begins trading on the NYSE October 6, 2026, under the same ticker.

● Warrant Distribution: The company plans to issue roughly 470 million warrants to Class B holders as of an October 5, 2026 record date, with a Strike Price between $12.00 and $16.02 and a 10-year term.

● Merger Condition: The entire Warrant distribution is contingent on closing the Acquisition of Warner Bros. Discovery.

● Potential Proceeds: If all warrants were exercised at the $12.00 floor price, the company could raise approximately $5.6 billion in gross proceeds.

Paramount Skydance Corporation (NASDAQ:PSKY) disclosed in an 8-K that it is moving its Class B common stock from Nasdaq to the New York Stock Exchange in early October and, separately, plans to distribute roughly 470 million warrants to Class B holders, a benefit tied to the closing of its acquisition of Warner Bros. Discovery. The warrants carry a strike price between $12.00 and $16.02 per share and a 10-year term, and could raise up to about $5.6 billion for the company if fully exercised.

The Exchange Move

Under Item 3.01, Paramount Skydance said its Class B common stock will stop trading on Nasdaq around the close of trading October 5, 2026, and begin trading on the NYSE at the open on October 6, 2026, with the ticker unchanged. The filing frames the move as voluntary and does not attribute it to any compliance issue with Nasdaq's listing standards.

How the Warrant Distribution Works

Disclosed under Item 7.01, the warrant plan would issue one warrant per share of Class B common stock held as of a Record Date of October 5, 2026, with the warrants themselves issued around October 13, 2026. Each warrant's exercise price is set using the 20-trading-day volume-weighted average price of the stock before closing, but collared between a floor of $12.00 and a cap of $16.02 per share. Warrant holders would have 10 years from issuance to exercise, though Paramount Skydance can trigger early expiration if the stock closes at $30 or more for 20 of any 30 consecutive trading days starting after the third anniversary of issuance.

Warrant holders can pay cash to exercise and receive one Class B share per warrant, or, if the related registration statement is not effective at the time, use a net-share settlement that avoids a cash payment in exchange for fewer shares. The company said no Shareholder action or payment is required to receive the warrants themselves, and it expects the warrants to be listed on the NYSE around their issue date.

Who Is Excluded, and the Size of the Payout

Several holders tied to the company's controlling interests are carved out of the distribution: Lawrence J. Ellison, David F. Ellison, Gerald J. Cardinale, their related trusts and affiliates, and RedBird Capital Partners Fund IV and its affiliates will not receive warrants on their Class B shares. Company subsidiaries holding Class B stock are also excluded, while participants in the Paramount Global 401(k) Plan and Master Trust receive shares rather than warrants. If all roughly 470 million warrants were exercised at the low end of the strike range, $12.00 per share, the company said it could raise approximately $5.6 billion in gross proceeds.

The Condition That Matters Most

The entire warrant distribution is expressly contingent on the closing of Paramount Skydance's acquisition of Warner Bros. Discovery. The filing states the company reserves the right to cancel or postpone the record date and Issue Date if the Merger conditions are not satisfied, meaning the record date, issue date and the warrants themselves could all move or disappear if the Warner Bros. Discovery deal does not close on the assumed schedule. The 8-K does not give a specific expected closing date for that acquisition, nor does it detail remaining regulatory approvals needed for the merger.

Dates That Determine the Warrant Payout

Investors should track whether the Warner Bros. Discovery acquisition closes on the timeline implied by the October 5 record date and October 13 issuance date; any delay could push back or cancel the warrant distribution. Trading in Class B shares shifts from Nasdaq to the NYSE around October 5 and 6, and the warrants themselves are expected to begin trading on the NYSE around their October 13 issue date, assuming the merger contingency is satisfied.