Paramount Skydance Director John Thornton Acquires 25,000 Class B Shares Through RSU Vesting

Director Share Acquisition Details and Transaction Structure

John L. Thornton, identified as a director of Paramount Skydance Corp, executed the acquisition of 25,000 Class B common shares on July 21, 2026, through the automatic vesting mechanism of restricted stock units. The units vested following their original grant date of August 7, 2025, completing a standard equity compensation cycle for corporate directors. The transaction was recorded as a non-derivative security acquisition with no monetary consideration, reflecting the mechanics of RSU settlement into common stock upon vesting conditions being met.

The closing price for Class B common stock on the NASDAQ Global Select Market on the vesting date was $8.53 per share, establishing the market valuation at the moment of share delivery. This pricing information provides context for the economic value associated with Thornton's equity compensation grant. The filing identifies the acquired shares as held in direct beneficial ownership, meaning Thornton maintains full control over the securities without intermediary arrangements.

Restricted Stock Units Granted to Director in August 2025

The disclosure reveals that Thornton received the original restricted stock unit grant on August 7, 2025, establishing his participation in the company's long-term equity compensation program for board members. The grant structure included two separate tranches of RSUs with different vesting schedules and purposes within the overall compensation framework. This multi-tranche approach is common in corporate governance arrangements designed to align director interests with shareholder value creation over extended periods.

The first tranche, comprising 25,000 units, vested on July 21, 2026, and converted into issued Class B common shares on the same date. The second tranche consists of 46,893 restricted stock units that remain outstanding and subject to future vesting conditions. This staggered vesting structure creates ongoing equity exposure for the director and maintains continuous alignment between board compensation and company performance across multiple years.

Unvested RSU Portfolio and Future Vesting Timeline

Following the July 2026 vesting event, Thornton maintains beneficial ownership of 46,893 restricted stock units that have not yet vested into common stock. These remaining units are scheduled to vest on the earlier of two triggering events: the occurrence of Paramount Skydance's 2027 Annual Meeting of Stockholders or July 21, 2027, whichever date arrives first. The dual vesting trigger mechanism provides flexibility in the compensation structure while ensuring delivery of equity within a defined maximum timeframe.

Upon vesting, each of these 46,893 restricted stock units will convert into one share of Class B common stock, unless Thornton has elected to defer receipt of the shares. The deferral option allows the director to postpone taking delivery of the vested shares, which may be relevant for tax planning or other personal circumstances. The company did not disclose in the filing whether Thornton has exercised any deferral elections with respect to these outstanding units.

Paramount Skydance Corporate Structure and Class B Share Classification

Paramount Skydance Corp operates as a public company trading on the NASDAQ under ticker PSKY, representing the merged entity combining Paramount Global's media and entertainment assets with Skydance Media. The company's capital structure includes Class B common stock, which is the equity instrument used for director and executive compensation programs. Class B shares participate in the ownership of the combined entertainment and media business, which encompasses film production, television content, streaming platforms, and related intellectual property assets.

The use of Class B common stock for equity compensation reflects the company's post-merger capital structure and governance framework established following the business combination. Directors like Thornton receive portions of their compensation in the form of Class B shares and restricted stock units tied to those shares, creating direct ownership stakes in the consolidated media and entertainment entity. This equity-based compensation approach is designed to ensure that board members maintain financial exposure to company performance and shareholder returns.

Director Beneficial Ownership and Governance Implications

The filing confirms that John L. Thornton holds the status of director at Paramount Skydance Corp, as indicated in the relationship section of the beneficial ownership report. His acquisition of 25,000 additional Class B shares increases his direct beneficial ownership position in the company, establishing measurable equity stakes that may be relevant to governance disclosures and related-party transaction evaluations. The filing does not indicate that Thornton holds the status of officer or 10% beneficial owner, limiting his designation to the director category within the company's organizational hierarchy.

Directors' equity holdings are monitored by securities regulators and investors as indicators of management alignment with shareholder interests and potential conflicts of interest in board decision-making. The continued accumulation of shares through equity compensation programs demonstrates ongoing participation in company ownership. Thornton's address is listed as 1515 Broadway in New York, New York, which is a recognized business location in Manhattan's entertainment and media industry district.

Reporting Requirements and Form 4 Filing Timeline

The update was filed on July 23, 2026, two business days following the actual vesting transaction date of July 21, 2026. This timing aligns with Securities and Exchange Commission requirements for insiders to report changes in beneficial ownership within two trading days of the transaction. The filing was executed as a single-person report rather than a joint or group filing, indicating that the beneficial ownership changes are attributed solely to John L. Thornton without coordination with other reporting persons.

The report was signed on behalf of Thornton by Stephanie Kyoko McKinnon, identified as attorney-in-fact, indicating that a duly authorized representative executed the filing in accordance with regulatory procedures. This delegation of signature authority is routine for insider beneficial ownership reports and does not alter the legal responsibility or accuracy of the disclosures contained within the document.

Equity Compensation Program Context at Paramount Skydance

The restricted stock unit program evidenced by Thornton's transactions represents a standard component of director compensation at publicly traded entertainment and media companies. RSU grants to board members typically vest over multi-year periods to encourage long-term board service and maintain continuity in governance. The August 2025 grant date and staggered vesting schedule suggest a structured annual or periodic equity grant program administered as part of the company's director compensation policy.

The specific grant amounts and vesting conditions are typically established by the board's compensation committee or similar governance body responsible for director remuneration. The filing does not disclose the full details of the compensation policy, including the basis for determining grant sizes or the relationship between director responsibilities and equity award values. Investors seeking comprehensive information about director compensation practices would need to review the company's proxy statement and compensation discussion and analysis disclosures.

Market Context and Share Valuation at Time of Transaction

The Class B common stock closed at $8.53 per share on July 21, 2026, the date when Thornton's restricted stock units vested into common shares. This closing price represents the market's valuation of Paramount Skydance equity on that specific trading date and provides investors with a reference point for understanding the economic value represented by the director's equity compensation. The immediate share price impact was not clear from available public information regarding the filing itself.

The vesting of 25,000 shares represents a material equity transaction within the context of director compensation and beneficial ownership changes. However, the filing does not provide information about the overall size of the company's issued share capital, the percentage of outstanding shares represented by this transaction, or how this acquisition affects Thornton's relative ownership position compared to other shareholders. These comparative metrics would be available in other company disclosures such as proxy statements or quarterly reports.

Insider Trading Compliance and Rule 10b5-1 Considerations

The filing includes checkboxes to indicate whether the transaction was made pursuant to a Rule 10b5-1 written plan, which allows insiders to establish predetermined trading schedules while receiving safe harbor protection from insider trading liability. The disclosure shows that the boxes for Rule 10b5-1 compliance were not checked in relation to this transaction, indicating that the vesting occurred through automatic conversion of restricted stock units rather than through an established trading plan. RSU vesting events are generally treated as automatic transactions not requiring such compliance designations.

The filing structure and contents comply with Securities Exchange Act reporting requirements for changes in beneficial ownership by company insiders. The report confirms that Thornton is subject to Section 16 reporting obligations, which apply to directors and officers of public companies. These reporting obligations require disclosure of transactions within specified timeframes to maintain transparency regarding insider holdings and potential conflicts of interest in company decision-making.