Paramount Global (the “Company” or “Paramount”) has issued a notice regarding an anticipated blackout period and trading restrictions for its directors and executive officers in connection with the anticipated closing of the transactions contemplated by the Transaction Agreement, dated as of July 7, 2024. The blackout period is also expected to affect the Paramount Global Class A Stock Fund and the Paramount Global Class B Stock Fund in the Paramount Global 401(k) Plan.
The blackout period is anticipated to begin the week of July 27, 2025, and end the week of August 10, 2025, subject to the closing of the Transaction on August 7, 2025. However, the actual closing date remains subject to possible change, which may impact the blackout period dates.
During the blackout period, directors and executive officers are prohibited from directly or indirectly purchasing, exercising, selling, or transferring Class A Stock, Class B Stock, or other equity or derivative securities with respect to Class A Stock or Class B Stock if those securities were acquired in connection with their service or employment as a director or executive officer of Paramount.
The purpose of the blackout period with respect to Class A Stock and Class B Stock is to allow all transactions in the Funds to be fully completed before the effective time of the Transaction, and to facilitate the exchange of units in the Funds for cash or units in the Paramount Skydance Corporation Class B Stock Fund after the effective time of the Transaction.
Additionally, participants and beneficiaries in the Plan will be unable to direct or diversify the assets held in their account in the Funds, or obtain a loan, withdrawal, or distribution from the Plan if their account is invested in the Paramount Global Class A Stock Fund or the Paramount Global Class B Stock Fund during the blackout period.
The Company has emphasized that the blackout period is separate from, and in addition to, any other trading restrictions that may be applicable to directors and executive officers, such as those under the Paramount Global Insider Trading Policy.
It is important to note that certain transactions are exempt from the trading prohibition, such as bona fide gifts, transfers by will or laws of descent and distribution, and sales of stock not acquired in connection with service or employment as a director or executive officer. However, the exemptions are limited, and directors and executive officers are advised to avoid any change in their beneficial ownership of Paramount or Paramount Skydance Corporation equity and derivative securities during the blackout period.
The Company has stressed that the rules are complex and that criminal and civil penalties may be imposed upon directors and executive officers who violate the rules.
The market has reacted to these announcements by moving the company's shares -1.58% to a price of $13.05. Check out the company's full 8-K submission here.
