Skydance Corporation has issued a formal notice to its directors and executive officers regarding a trading blackout period. The restriction is mandated by Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR.
The blackout period is in effect from October 5, 2026, at 4:00 p.m. New York City time. It is expected to conclude during the week of October 18, 2026. The restriction applies to the Paramount Global 401(k) Plan (the “Plan”), which is undergoing a blackout to facilitate the correct allocation of shares following the merger.
The trading prohibition impacts the Plan’s Stock Fund. During this time, participants are prohibited from directing or diversifying assets into or out of the Stock Fund, as well as obtaining loans, withdrawals, or distributions from the Plan regarding investments in that fund.
Separately, the notice informs executives that they are prohibited from purchasing, exercising, selling, or transferring Class B Common Stock or other equity or derivative securities acquired in connection with their service as a director or executive officer. This restriction applies to the executives’ personal holdings and covers transactions by members of their immediate family or entities in which they have a financial interest.
The blackout is necessitated by the closing of the merger between Skydance and Warner Bros. Discovery, Inc. on October 6, 2026. Under the terms of the transaction, the Company distributed warrants to purchase Class B Common Stock to shareholders other than certain insiders, the Paramount Global 401(k) Plan, and the Paramount Global Master Trust. In lieu of warrants, the 401(k) Plan’s Stock Fund will receive additional shares of Class B Common Stock determined by a conversion formula.
The Company notes that while it typically must provide 15 calendar days of advance notice for a blackout period, this requirement was waived due to unforeseeable circumstances beyond its reasonable control.
