Gerald J. Cardinale - 07 Aug 2025 Form 4 Insider Report for Paramount Skydance Corp

Footnote F1

On July 30, 2025, pursuant to the terms and conditions of the Assignment Agreement, dated as of July 30, 2025, by and between RB Tentpole LP and RB Tentpole Holdings LP, RB Tentpole LP assigned its rights under the Subscription Agreement (as amended, the "Subscription Agreement"), dated as of July 7, 2024, by and among Paramount Global ("Old Paramount"), New Pluto Global, Inc. ("New Paramount") and RB Tentpole LP, to RB Tentpole Holdings LP. On August 7, 2025 (the "Closing Date"), the previously announced private placement investment contemplated by the Subscription Agreement was completed. Pursuant to the terms of the Subscription Agreement, RB Tentpole Holdings LP acquired 83,640,992 shares of the Class B Common Stock of New Paramount ("Class B Common Stock") and warrants to acquire 45,000,000 shares of Class B Common Stock in exchange for aggregate consideration of $1,254,614,880 (the "PIPE Purchase").

Footnote F2

In connection with the foregoing and the closing of the Transactions (as defined below), New Paramount changed its name to Paramount Skydance Corporation (the "Issuer").

Footnote F3

The shares of Class B Common Stock and warrants to acquire shares of Class B Common Stock acquired in connection with the PIPE Purchase are held directly by RB Tentpole Holdings LP. Mr. Cardinale is the sole limited partner of and the sole member of the general partner of RedBird Capital Partners L.P. RedBird Capital Partners L.P. is the general partner of RedBird Holdings Carry Vehicle LP, which is a member of RedBird Capital Partners Holdings LLC. RedBird Capital Partners Holdings LLC is the sole member of RB Tentpole GenPar LLC, which is the general partner of RB Tentpole Holdings LP. Mr. Cardinale also indirectly owns a limited partner interest in RB Tentpole LP, the sole member of RB Tentpole Holdings LP.

Footnote F4

As a result of the aforementioned relationships in Footnote 3, Mr. Cardinale may be deemed to share beneficial ownership of the securities directly and indirectly beneficially owned by RB Tentpole Holdings LP. Mr. Cardinale disclaims beneficial ownership of those securities except to the extent of any pecuniary interest therein.

Footnote F5

Certain shares of the Class B Common Stock of the Issuer may be distributed to indirect investors in RB Tentpole Holdings LP at such times as they request pursuant to contractual arrangements to which such investors are party and Mr. Cardinale expects to report such distributions on Form 4 if and when such distributions are made.

Footnote F6

RB Tentpole Holdings LP owns approximately 22.5% of the common stock of Harbor Lights Entertainment, Inc. ("HLE"), which, as of the date hereof, directly and through wholly owned subsidiaries, HLE holds shares of Class B Common Stock and shares of Class A Common Stock of the Issuer. Each share of Class A Common Stock is convertible into 1.5 shares of Class B Common Stock. Mr. Cardinale disclaims beneficial ownership of those securities, however, on the basis that RB Tentpole Holdings LP does not control HLE or HLE's investment portfolio.

Footnote F7

On the Closing Date, the previously announced transactions contemplated by the Transaction Agreement (the "Transaction Agreement"), dated as of July 7, 2024, by and among Skydance Media, LLC ("Skydance"), Old Paramount, New Paramount, and the other parties thereto, were completed. Pursuant to the terms of the Transaction Agreement, in a series of transactions, among other things, (i) each of Old Paramount and Skydance merged into subsidiaries of New Paramount, (ii) each share of Old Paramount Class A Common Stock automatically converted into the right to receive one share of Class A Common Stock of New Paramount and (iii) each share of Old Paramount Class B Common Stock automatically converted into the right to receive one share of Class B Common Stock (the "Transactions").

Footnote F8

These shares of Class B Common Stock acquired in connection with the Transactions are held directly by RB Maverick LLC and include 9,614,911 shares of Class B Common Stock acquired by RB SKD AIV B, LP and contributed in kind to RB Maverick LLC on the Closing Date. Mr. Cardinale is the sole limited partner of and the sole member of the general partner of RedBird Capital Partners L.P. RedBird Capital Partners L.P. is the general partner of RedBird Holdings Carry Vehicle LP, which is a member of RedBird Capital Partners Holdings LLC. RedBird Capital Partners Holdings LLC is the sole member of RedBird Series 2019 Carry Vehicles LLC, which is the sole member of RedBird Series 2019 GenPar LLC. RedBird Series 2019 GenPar LLC is the general partner of RB SKD AIV UB, LP, which owns a limited liability company interest in RB SKD Borrower LLC. RB SKD Borrower LLC is the sole member of RB Maverick LLC.

Footnote F9

Mr. Cardinale also indirectly owns a limited liability company interest in RB SKD Borrower LLC, the sole member of RB Maverick LLC. As a result of the aforementioned relationships in Footnote 8, Mr. Cardinale may be deemed to share beneficial ownership of the securities directly and indirectly beneficially owned by RB Maverick LLC. Mr. Cardinale disclaims beneficial ownership of those securities except to the extent of any pecuniary interest therein.

Footnote F10

The exercise price and number of underlying shares of Class B Common Stock of each warrant are subject to anti-dilution adjustments pursuant to the Warrant Agreement, dated as of August 7, 2025 (the "Warrant Agreement"), by and between RB Tentpole Holdings LP and the Issuer, as filed with the Securities and Exchange Commission on August 7, 2025.

Footnote F11

Pursuant to a contractual incentive arrangement between RedBird Tentpole Warrants, L.P. and RB Tentpole LP, RedBird Tentpole Warrants, L.P. is entitled to receive a portion of the 45,000,000 warrants to purchase Class B Common Stock currently directly held by RB Tentpole Holdings LP if and when the market price of the Class B Common Stock exceeds $30.50 per share at market close, subject to certain adjustments described in the Warrant Agreement.

Footnote F12

Each restricted stock unit represents a contingent right to receive one share of the Issuer's Class B Common Stock.

Footnote F13

The restricted stock units vest on the earlier of the first anniversary of the grant date or the date of the first annual meeting of stockholders following the grant date.