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BrainStorm Cell Therapeutics Announces First Quarter 2025 Financial Results and Provides Corporate Update

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Conference call and webcast rescheduled for 8:30 a.m. Eastern Time on Monday, May 19

NEW YORK, May 15, 2025 /PRNewswire/ — BrainStorm Cell Therapeutics Inc. (NASDAQ: BCLI), a leading developer of adult stem cell therapeutics for neurodegenerative diseases, today announced financial results for the first quarter ended March 31, 2025, and provided a corporate update.

“BrainStorm continues to make meaningful progress in advancing our NurOwn® development program. Our priority continues to be initiation of a Phase 3b trial, designed to confirm the product’s efficacy in early stage ALS patients and support a new BLA,” said Chaim Lebovits, President and Chief Executive Officer of BrainStorm. “We have a clear path forward and ongoing support from the ALS community. We recently submitted an amendment to our IND, which includes updated documentation that is essential for regulatory compliance and trial integrity. We are in the process of finalization clinical trial agreements with leading academic centers and completing other necessary steps on trial execution and manufacturing. We believe that NurOwn, if approved, has the potential to become a valuable treatment option for ALS patients. Our team is fully aligned and executing with discipline to position BrainStorm for success.”

Recent Highlights

NurOwn (MSC-NTF) for ALS

IND amendment on NurOwn submitted to FDA BrainStorm submitted an Investigational New Drug (IND) amendment to the U.S. Food and Drug Administration for NurOwn. This important milestone sets the stage for the initiation of the planned Phase 3b clinical trial, which has been designed in collaboration with the FDA under a Special Protocol Assessment (SPA). The trial will have a primary efficacy endpoint assessing changes in ALSFRS-R scores from baseline to week 24, and is designed to enroll approximately 200 ALS participants with early stage disease. Successful completion of the double blind part of the study (Part A) is expected to generate the clinical data to support a new BLA submission.

Phase 3b trial listed on Clinicaltrials.gov. Details of the trial, known as ENDURANCE, are now available on ClinicalTrials.gov ID NCT06973629.  Included is a list of 15 clinical trial sites that are expected to participate in the trial.

NurOwn® data selected as Breakthrough Science for Presentation at ISCT 2025 Meeting The new pharmacogenomic were delivered in a oral presentation at the International Society for Cell & Gene Therapy (ISCT) 2025 Annual Meeting, in New Orleans. The data highlight the impact of the UNC13A genotype on clinical outcomes for ALS patients treated with NurOwn. The presentation was featured in the ISCT public announcement regarding the meeting, which indicated that the data were “carefully reviewed and selected by the ISCT 2025 Planning Faculty, to explore the latest breakthroughs in the clinical translation of Mesenchymal Stem/Stromal Cells and how they will shape the future of cell therapies.”

Biomarker insights supporting NurOwn’s mechanism and clinical impact presented at the 2025 ALS Drug Development Summit BrainStorm’s senior leadership team (Dr. Bob Dagher, Dr. Netta Blondheim-Shraga and May Kay Turner) participated in sessions at the summit that highlighted insights and expertise gained throughout the NurOwn® development program. These sessions included a presentation on cerebrospinal fluid (CSF) biomarker pathways associated with NurOwn treatment, including their relationship to clinical outcomes and disease heterogeneity in ALS.

Financial Results for the First Quarter Ended March 31, 2025

Cash, cash equivalents, and restricted cash were approximately $1.8 million as of March 31, 2025.Research and development expenditures, net, for the quarter ended March 31, 2025 were $1.3 million, compared to $1.0 million for the quarter ended March 31, 2024.General and administrative expenses for the quarter ended March 31, 2025 were approximately $1.8 million, compared to approximately $1.5 million for the quarter ended March 31, 2024.Net loss for the quarter ended March 31, 2025, was approximately $2.9 million, as compared to a net loss of approximately $3.4 million for the quarter ended March 31, 2024.Net loss per share for the three months ended March 31, 2025, and 2024 was $0.45 and $0.75, respectively.

Conference Call and Webcast

Monday, May 19, 2025, at 8:30 a.m. U.S. Eastern Time

Participant Numbers:

U.S. dial in:                        888-506-0062 

International:                     973-528-0011    

Participant Access Code:  621608

Webcast URL:   https://www.webcaster4.com/Webcast/Page/2354/52457 

The replay of the conference call can be accessed by dialing the numbers below and will be available for 14 days.

Teleconference Replay Number: 

Toll Free:           877-481-4010 

International:     919-882-2331  

Passcode:         52457 

 About NurOwn®      

The NurOwn® technology platform (autologous MSC-NTF cells) represents a promising investigational therapeutic approach to targeting disease pathways important in neurodegenerative disorders. MSC-NTF cells are produced from autologous, bone marrow-derived mesenchymal stem cells (MSCs) that have been expanded and differentiated ex vivo. MSCs are converted into MSC-NTF cells by growing them under patented conditions that induce the cells to secrete high levels of neurotrophic factors (NTFs). Autologous MSC-NTF cells are designed to effectively deliver multiple NTFs and immunomodulatory cytokines directly to the site of damage to elicit a desired biological effect and ultimately slow or stabilize disease progression.

About BrainStorm Cell Therapeutics Inc.       

BrainStorm Cell Therapeutics Inc. (NASDAQ: BCLI) is a leading developer of autologous adult stem cell therapies for debilitating neurodegenerative diseases. The company’s proprietary NurOwn® platform uses autologous mesenchymal stem cells (MSCs) to produce neurotrophic factor-secreting cells (MSC-NTF cells), designed to deliver targeted biological signals that modulate neuroinflammation and promote neuroprotection.           
NurOwn® is BrainStorm’s lead investigational therapy for amyotrophic lateral sclerosis (ALS) and has received Orphan Drug designation from both the U.S. Food and Drug Administration (FDA) and the European Medicines Agency (EMA). A Phase 3 trial in ALS (NCT03280056) has been completed, and a second Phase 3b trial is set to launch under a Special Protocol Assessment (SPA) agreement with the FDA. The NurOwn clinical program has generated valuable insights into ALS disease biology, including pharmacogenomic response associated with the UNC13A genotype, biomarker data collected at seven longitudinal time points, and a comprehensive analysis of the “Floor Effect” — a critical challenge in measuring clinical outcomes in advanced ALS. BrainStorm has published its findings in multiple peer-reviewed journals. In addition to ALS, BrainStorm has completed a Phase 2 open-label multicenter trial (NCT03799718) of MSC-NTF cells in progressive multiple sclerosis (MS), supported by a grant from the National MS Society. BrainStorm is also advancing a proprietary, allogeneic exosome-based platform designed to deliver therapeutic proteins and nucleic acids. The company recently received a Notice of Allowance from the U.S. Patent and Trademark Office for a foundational patent covering its exosome technology, further strengthening BrainStorm’s growing IP portfolio in this emerging area of regenerative medicine. To learn more, visit www.brainstorm-cell.com.

Notice Regarding Forward-Looking Statements 

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties, including statements regarding meetings with the U.S. Food and Drug Administration (FDA), Special Protocol Assessment (SPA), the clinical development of NurOwn as a therapy for the treatment of ALS, the future availability of NurOwn to patients, and the future success of BrainStorm. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on BrainStorm’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. These potential risks and uncertainties include, without limitation, management’s ability to successfully achieve its goals, BrainStorm’s ability to raise additional capital, BrainStorm’s ability to continue as a going concern, prospects for future regulatory approval of NurOwn, whether BrainStorm’s future interactions with the FDA will have productive outcomes, and other factors detailed in BrainStorm’s annual report on Form 10-K and quarterly reports on Form 10-Q available at http://www.sec.gov. These factors should be considered carefully, and readers should not place undue reliance on BrainStorm’s forward-looking statements. The forward-looking statements contained in this press release are based on the beliefs, expectations, and opinions of management as of the date of this press release. We do not assume any obligation to update forward-looking statements to reflect actual results or assumptions if circumstances or management’s beliefs, expectations or opinions should change, unless otherwise required by law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

CONTACTS
Investors:
Michael Wood
Phone: +1 646-597-6983
mwood@lifesciadvisors.com

Media:

Uri Yablonka, Chief Business Officer
Phone: +1 917-284-2911
uri@brainstorm-cell.com

 

 

BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

(Except share data)

March 31,

December 31,

2025

2024

Unaudited

Audited

U.S. $ in thousands

ASSETS

Current Assets:

Cash and cash equivalents

$

1,644

$

187

Other accounts receivable

67

63

Prepaid expenses and other current assets

621

135

Total current assets

$

2,332

$

385

Long-Term Assets:

Prepaid expenses and other long-term assets

$

22

$

22

Restricted Cash

182

184

Operating lease right of use asset (Note 4)

653

807

Property and Equipment, Net

382

434

Total Long-Term Assets

$

1,239

$

1,447

Total assets

$

3,571

$

1,832

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:

Accounts payables

$

6,797

$

6,080

Accrued expenses

538

619

Short-term loans (Note 7)

1,200

300

Operating lease liability (Note 4)

443

549

Employees related liability

1,923

1,430

Total current liabilities

$

10,901

$

8,978

Long-Term Liabilities:

Operating lease liability (Note 4)

127

171

Warrants liability (Note 5)

447

Total long-term liabilities

$

127

$

618

Total liabilities

$

11,028

$

9,596

Stockholders’ Deficit:

Stock capital: (Note 6)

15

14

Common Stock of $0.00005 par value – Authorized: 250,000,000 shares at March 31, 2025 and at
December 31, 2024 respectively; Issued and outstanding: 7,911,204 and 6,141,762 shares at March
31, 2025 and December 31, 2024 respectively (*)

Additional paid-in-capital

222,144

218,974

Treasury stocks

(116)

(116)

Accumulated deficit

(229,500)

(226,636)

Total stockholders’ deficit

$

(7,457)

$

(7,764)

Total liabilities and stockholders’ deficit

$

3,571

$

1,832

The accompanying notes are an integral part of the consolidated financial statements.

 

BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

U.S. dollars in thousands

(Except share data)

Three months ended

March 31, 

2025

2024

Unaudited

Operating expenses:

Research and development, net

$

1,304

$

961

General and administrative

1,785

1,513

Operating loss

(3,089)

(2,474)

Financial income, net

46

13

Loss on change in fair value of Warrants liability (Note 6)

(179)

(940)

Net loss

$

(2,864)

$

(3,401)

Basic and diluted net loss per share from continuing operations

$

(0.45)

$

 (*)       (0.75)

Weighted average number of shares outstanding used in computing
basic and diluted net loss per share

6,342,002

 (*) 4,315,903

The accompanying notes are an integral part of the consolidated financial statements.

Logo: https://mma.prnewswire.com/media/1166536/BrainStorm_Logo.jpg

 

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SOURCE BrainStorm Cell Therapeutics Inc.

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/U P D A T E — TrendAI/

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This release has been updated to include new information provided by TrendAI. The complete, corrected release follows, with additional details at the end:

TrendAI™ Adopts Claude Opus 5 to Advance Vulnerability Prioritization and Virtual Patching

As a participant in Anthropic’s Cyber Verification Program, TrendAI applies frontier reasoning to convert vulnerability intelligence into faster protection across hybrid environments

DALLAS, July 24, 2026 /PRNewswire/ — TrendAI™, the enterprise AI security leader from Trend Micro Incorporated (TYO: 4704; TSE: 4704), today announced it is adopting Claude Opus 5, Anthropic’s latest and most capable Opus model, to help security teams convert vulnerability intelligence into immediate protection, from prioritization to virtual patching. The move builds on TrendAI’s collaboration with Anthropic on Claude Opus 4.8, extending the same defensive focus to a model that delivers step-change gains in advanced reasoning, agentic workflows, and long-horizon analysis. As AI makes finding vulnerabilities easier than ever, the harder problem becomes protecting organizations faster than software can be permanently patched, and that is where TrendAI is putting Opus 5 to work.

As a participant in Anthropic’s Cyber Verification Program, which credentials organizations for the defensive use of frontier AI models, TrendAI is positioned to apply Claude Opus 5 to defensive security as access becomes available. The model is Zero Data Retention compatible, supporting TrendAI’s governance and data-protection requirements as it scales AI across security operations.

The work extends to TrendAI Threat Research, where frontier AI models are combined with our proprietary frontier intelligence engine and human expertise to generate pre-disclosure intelligence. Those insights power TrendAI Vision One™, delivering stronger detection, deeper forensic insights, and proactive protection through virtual patching.

Rachel Jin, Chief Platform and Business Officer, Head of TrendAI™:
“With Claude Opus 5, TrendAI can move from vulnerability intelligence to action faster than ever, prioritizing what matters most by exploitability and business impact. Finding the vulnerability was always the hard part. Now the challenge is protecting organizations faster than software can be permanently patched, and frontier reasoning is what changes that equation, extending all the way to virtual patching that protects customers before a vendor fix ships. This is what it means to secure the AI age, fearlessly.”

These capabilities support TrendAI Vision One™ in helping security analysts, AppSec teams, and SOC teams prioritize exposure, map attack paths, and accelerate mitigation, including virtual patching, across hybrid environments, moving vulnerability management from a static scanning process into a faster, context-aware risk mitigation workflow.

About TrendAI™
TrendAI™, the global AI security leader and enterprise business unit of Trend Micro, empowers organizations with full AI visibility and consolidated security that inspires confidence, drives innovation, and eliminates risk. Trusted by the largest enterprises and governments across 185 countries, TrendAI™ secures the entire organization, from identities, to infrastructure, to data. Global Fortune 500 companies rely on TrendAI™ to cut risk and stop threats up to three months earlier, powered by world-leading threat and attack intelligence. Through deep ecosystem partnerships with market leaders like NVIDIA, Anthropic, AWS, Google, and Microsoft, TrendAI™ empowers your organization to securely drive forward at the speed of AI. AI Fearlessly. Learn more: trendaisecurity.com

About Anthropic
Anthropic is an AI safety and research company dedicated to building reliable, interpretable, and steerable AI systems. Its Claude family of models, including Claude Opus 5, enables advanced capabilities across a wide range of applications, including code understanding and security analysis.

Update: The latest version of this release includes additional statements from TrendAI related to the original announcement.

View original content to download multimedia:https://www.prnewswire.com/news-releases/trendai-adopts-claude-opus-5-to-advance-vulnerability-prioritization-assessment-and-virtual-patching-302834362.html

SOURCE TrendAI

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Ralph Ye on 10 Years of Entrepreneurship at CASEKOO: Less Identity Shift, More Habits That Endure

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NEW YORK, July 24, 2026 /PRNewswire/ — As CASEKOO approaches its 10th anniversary, founder Ralph Ye says the company’s biggest achievement isn’t measured by units sold, but by how its philosophy has evolved.

Ten years ago, Ye found himself frustrated by a simple problem: his phone wouldn’t stand upright on a fast-food table. Instead of accepting the inconvenience, he saw an opportunity to rethink what a phone case could do.

Today, CASEKOO has sold more than 20 million phone cases across 32 countries. Over the past decade, the company has evolved from creating protective accessories into designing products that fit naturally into everyday life.

“Innovation isn’t about changing identities,” Ye said. “It’s about making meaningful habits easier to keep.”

From Q Line to LinKOO

The evolution of CASEKOO’s product portfolio reflects a broader shift in the company’s design philosophy.

The journey began with the Q Line (Quality Line), a collection of crystal-clear phone cases engineered to deliver premium protection without compromising aesthetics. In 2021, CASEKOO introduced the E Line (Innovation Line), the world’s first phone case with an integrated ring stand. The product earned an iF Design Award and became an Amazon bestseller, demonstrating the market’s appetite for accessories that combined protection with everyday functionality. The X Line (Expression Line) followed, expanding the brand’s focus on personalization and expressive design.

Each product generation introduced new capabilities, but each also reinforced an important insight.

“We moved from Q Line to E Line to X Line, and every generation taught us something about what people actually need,” said Ye. “By the time we introduced The KOO series, we weren’t designing features anymore. We were designing around everyday behaviors.”

Today, the portfolio gives each rhythm a clear name: LinKOO — Link Your Way for hands-free carry, StandKOO — Elevate Your Day for hands-free viewing and grip, and X-LINE — Fit Your Vibe for expressive personalization.

It represents CASEKOO’s transition from designing accessories with added functions to creating products that support everyday habits. For the company, the future of consumer technology lies not in how many features a product offers, but in how seamlessly it integrates into the way people live.

A Philosophy Born from Everyday Life

The inspiration behind LinKOO came from one of Ye’s longest-standing habits.

For nearly two decades, he has left home every day holding his wife’s hand. One evening, while carrying his phone, keys, and wallet in his other hand, he realized how often everyday essentials compete with life’s simplest moments.

That observation inspired ClipSafe™, a foldable clasp integrated into the LinKOO series. Hidden when not in use and deployable with a single press, it allows users to carry everyday essentials without sacrificing comfort or aesthetics.

For CASEKOO, LinKOO is more than a product launch. It represents the company’s belief that technology should adapt to people—not the other way around.

“Ten years ago, we asked how to better protect a phone,” Ye said. “Today, we’re asking how to protect a moment.”

That is what designed to fit you means. That is Less Effort, More Living. And after a decade of iteration, failure, and quiet persistence, CASEKOO has finally arrived—not at an answer, but at a better question.

About CASEKOO

CASEKOO is a design-led lifestyle accessories brand built around a simple idea: freeing your hands in everyday life. Through thoughtful hands-free solutions, we help people move seamlessly between different moments of the day—from active, on-the-go moments to times of focus and connection.

What makes CASEKOO different from a regular phone case? We believe technology should support life, not interrupt it. By designing products that adapt naturally to how people live, work, and move, CASEKOO reduces everyday friction and creates a more effortless experience—making room for freedom, connection, and the moments that truly matter.

For more information, visit: casekoo.com.

Contact:
Charlotte Yu
brandteam@casekoo.com 

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SOURCE CASEKOO

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Paramount Skydance Corporation Announces Extension of Expiration Dates of Previously Announced Exchange Offers and Tender Offers

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LOS ANGELES and NEW YORK, July 24, 2026 /PRNewswire/ — Paramount Skydance Corporation (NASDAQ: PSKY) (“Paramount”) today announced the extension of the Expiration Dates in connection with the previously announced (i) offers to purchase (the “Tender Offers” and each, a “Tender Offer”) for cash, upon the terms and subject to the conditions set forth in the related offer to purchase (the “Offer to Purchase”), any and all of the identified notes in each series of the Existing Tender Offer Notes (defined by reference to the table set forth below) issued by Discovery Global Holdings, Inc. (formerly WarnerMedia Holdings, Inc.) (the “DGH Issuer”) and Discovery Communications, LLC (the “DCL Issuer” and together with the DGH Issuer, each a “WBD Issuer” and collectively the “WBD Issuers”), as applicable, and (ii) offers to exchange (the “Exchange Offers” and each, an “Exchange Offer” and, together with the Tender Offers, the “Offers” and each, an “Offer”), upon the terms and subject to the conditions set forth in the related exchange offer memorandum (the “Offering Memorandum”), any and all of the identified notes in each series of the Existing Exchange Offer Notes (defined by reference to the table set forth below) (together with the Existing Tender Offer Notes, the “Offer Notes”) issued by the applicable WBD Issuer for notes to be newly issued by Paramount.

The Expiration Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) have been extended to 5:00 p.m., New York City time, on August 7, 2026, unless further extended. The Settlement Dates for the Tender Offers and Exchange Offers (as defined in each of the Offer to Purchase and Offering Memorandum, respectively) will occur promptly after the Expiration Date and are currently anticipated to occur in the third quarter of 2026. Paramount anticipates extending the Expiration Date for such Tender Offers and Exchange Offers until such time that would result in the Settlement Dates occurring on or promptly following the closing date of the proposed acquisition (the “Acquisition”) by Paramount of Warner Bros. Discovery, Inc. (“WBD”). Tenders of the Offer Notes in the Offers may be withdrawn at any time prior to the Expiration Date. The aforementioned extensions further extend the Expiration Dates previously extended by Paramount on June 12, 2026, June 26, 2026, July 13, 2026, and July 17, 2026.

As of 5:00 p.m., New York City time, on July 23, 2026, approximately 66.17% and 76.38% of the aggregate principal amount of the Existing Tender Offer Notes and Existing Exchange Offer Notes, respectively, have been validly tendered in the applicable Offers. As Paramount previously announced that it anticipates extending the Offers to align with the closing date of the Acquisition, Paramount does not view these figures to be representative of the final results of the applicable Offers.

Information about each series of Offer Notes eligible to participate in the Offers is summarized below.

Type of Offer

Offer Notes to be Tendered
or Exchanged, as
Applicable

Issuer of Offer Notes

CUSIP No. / Common Code 
/ ISIN Eligible to
Participate in the Offers (1)

Aggregate Principal
Amount of Offer Notes
Eligible to Participate in the
Offers (2)

Tender Offer

3.950% Senior Notes due 2028

DCL Issuer

25470D CP2

US25470DCP24

$1,234,458,000

Exchange Offer

4.125% Senior Notes due 2029

DCL Issuer

25470D CQ0

US25470DCQ07

$655,825,000

Exchange Offer

3.625% Senior Notes due 2030

DCL Issuer

25470D CR8

US25470DCR89

$914,183,000

Exchange Offer

5.000% Senior Notes due 2037

DCL Issuer

25470D CS6

US25470DCS62

$453,281,000

Exchange Offer

6.350% Senior Notes due 2040

DCL Issuer

25470D CT4

US25470DCT46

$438,102,000

Exchange Offer

4.950% Senior Notes due 2042

DCL Issuer

25470D CU1

US25470DCU19

$130,366,000

Exchange Offer

4.875% Senior Notes due 2043

DCL Issuer

25470D V91 CV9US25470DC

$141,584,000

Exchange Offer

5.200% Senior Notes due 2047

DCL Issuer

25470D W74 CW7US25470DC

$3,161,000

Exchange Offer

5.300% Senior Notes due 2049

DCL Issuer

25470D X57 CX5US25470DC

$247,860,000

Tender Offer

3.755% Senior Notes due 2027

DGH Issuer

254948 AH5

US254948AH58

254948 AN2

US254948AN27

U25483 AA3

USU25483AA38

$1,189,336,000

Exchange Offer

4.054% Senior Notes due 2029

DGH Issuer

254948 AJ1

US254948AJ15

254948 AP7

US254948AP74

U25483 AB1

USU25483AB11

$1,353,828,000

Exchange Offer

4.279% Senior Notes due 2032

DGH Issuer

254948 AK8

US254948AK87

254948 AQ5

US254948AQ57

$2,691,764,000

Exchange Offer

5.050% Senior Notes due 2042

DGH Issuer

254948 AL6

US254948AL60

254948 AR3

US254948AR31

U25483 AD7

USU25483AD76

$4,104,687,000

Exchange Offer

5.141% Senior Notes due 2052

DGH Issuer

254948 AM4

US254948AM44

254948 AS1

US254948AS14

$949,883,000

Exchange Offer

4.302% Senior Notes due 2030

DGH Issuer

XS3393993285

339399328

€234,382,000

Exchange Offer

4.693% Senior Notes due 2033

DGH Issuer

XS3393994507

339399450

€316,641,000

1

No representation is made as to the correctness or accuracy of the identifiers listed in this press release or printed on the Offer Notes. Such identifiers are provided solely for the convenience of the holders.

2

Represents the aggregate principal amount of Offer Notes outstanding that are eligible to participate in the Offers.

The Exchange Offers are being made pursuant to an exemption from the registration requirements of the U.S. Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Securities and Exchange Commission (the “SEC”) promulgated thereunder, and are also not being registered under any state or foreign securities laws. Any securities offered pursuant to the Exchange Offers may not be offered or sold in the United States or to any U.S. persons (as defined below) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. The Exchange Offers will only be made, and the securities offered pursuant to the Exchange Offers are only being offered and issued, to holders of applicable Existing Exchange Offer Notes who are (a) reasonably believed to be “qualified institutional buyers” as defined in Rule 144A under the Securities Act or (b) not “U.S. persons,” as defined in Rule 902 of Regulation S under the Securities Act (such holders, “Eligible Holders”), and only Eligible Holders who have completed and returned the eligibility certification are authorized to receive or review the Offering Memorandum or to participate in the Exchange Offers. The eligibility certification is available electronically at: https://gbsc-usa.com/eligibility/paramount.

General

Each Offer is a separate offer, and each may be individually consummated, amended, extended, terminated, or withdrawn, subject to certain conditions and applicable law, at any time in Paramount’s sole discretion, and without also consummating, amending, extending, terminating, or withdrawing any other Offer with respect to any other series of Offer Notes. Paramount may terminate an Offer if any of the conditions of such Offer described in the Offer to Purchase or Offering Memorandum, as applicable, are not satisfied or waived by the applicable Expiration Date, subject to applicable law. In addition, Paramount may waive the conditions to an Offer without extending such Offer in accordance with applicable law.

The Offers are being made solely by Paramount and are not being made by WBD or the WBD Issuers. None of Paramount, WBD, the WBD Issuers, the Dealer Managers, the Exchange Agent (as defined below), the Information Agent (as defined below), the trustees under each of the indentures governing the Offer Notes, the trustee or collateral agent under the indenture that will govern the notes to be issued in the Exchange Offers, or any affiliate of any of them makes any recommendation as to whether any holder of Offer Notes should tender or refrain from tendering all or any portion of the principal amount of such holder’s Offer Notes for cash or notes to be issued in the Exchange Offers. No one has been authorized by any of them to make such a recommendation. Holders must make their own decision whether to tender Offer Notes in any Offer and, if so, the amount of Offer Notes to tender.

Only Eligible Holders may receive a copy of the Offering Memorandum and participate in the Exchange Offers. Paramount has engaged Global Bondholder Services Corporation to act as the exchange agent (in such capacity, the “Exchange Agent”) and information agent (in such capacity, the “Information Agent”) for the Offers. Questions concerning the Offers, or requests for additional copies of the Offer to Purchase or Offering Memorandum or other related documents, may be directed to Corporate Actions by telephone at (855) 654-2014 (U.S. toll-free) or (212) 430-3774 (banks and brokers) or by email at contact@gbsc-usa.com. Holders should also consult their broker, dealer, commercial bank, trust company or other institution for assistance concerning the Offers. The Exchange Offer documents and the Tender Offer documents can be accessed at the following link: https://gbsc-usa.com/paramount.

Paramount has engaged BofA Securities and Citigroup as dealer managers (in such capacity, the “Dealer Managers”) for the Offers. Holders with questions regarding the Offers should contact BofA Securities, Inc. at +1 (888) 292-0070 (toll-free) or +1 (980) 388-3646 (collect) or debt_advisory@bofa.com or Citigroup Global Markets Inc. at +1 (800) 558-3745 (toll-free) or +1 (212) 723-6106 or ny.liabilitymanagement@citi.com. Latham & Watkins LLP is serving as legal counsel to Paramount and Cahill Gordon & Reindel LLP is serving as legal counsel to the Dealer Managers.

This press release is for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any security, and does not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

About Paramount, a Skydance Corporation

Paramount, a Skydance Corporation is a next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. PSKY’s portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Pluto TV, and Skydance Animation, Film, Television, Interactive/Games, and Paramount Sports Entertainment.

PSKY-IR

Cautionary Note Concerning Forward-Looking Statements

This communication contains “forward-looking statements” regarding the Acquisition and the other transactions referred to herein. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Paramount. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the Acquisition will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained or will be obtained subject to conditions that are not anticipated; the possibility that the transactions described herein will not be completed in the expected timeframe or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition; potential adverse effects to the businesses of Paramount or WBD during the pendency of the Acquisition, such as employee departures or distraction of management from business operations; negative effects of the announcement or the consummation of the Acquisition on the market price of WBD or Paramount stock; the risk of stockholder litigation relating to the Acquisition, including resulting expense or delay; the potential that the expected benefits and opportunities of the Acquisition, if completed, may not be realized or may take longer to realize than expected; risks related to the streaming business of the post-Acquisition combined business (the “Combined Company”); the adverse impact on the Combined Company’s advertising revenues as a result of changes in consumer behavior, advertising market conditions, and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to the Combined Company’s decision to invest in new businesses, products, services, and technologies, and the evolution of the Combined Company’s business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of the Combined Company’s content; damage to the Combined Company’s reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in protecting and maintaining the Combined Company’s intellectual property rights; domestic and global political, economic and regulatory factors affecting the Combined Company’s business generally or the Acquisition; the inability to hire or retain key employees or secure creative talent; disruptions to the Combined Company’s operations as a result of labor disputes; risks and costs associated with the integration of, and Paramount’s ability to integrate, the businesses of Paramount Global, Skydance Media, LLC, and WBD successfully and to achieve anticipated synergies, including in the amounts or on the timelines anticipated to realize such synergies; litigation related to the Acquisition and other matters or transactions; risks associated with the Combined Company’s holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; risks related to our indebtedness, including our substantial outstanding debt obligations, our ability to incur substantially more debt and our ability to meet the financial and other covenants contained in the agreements governing the indebtedness of Paramount, WBD, or the Combined Company. A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” Paramount’s most recently filed Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 4, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” and Paramount’s subsequent filings with the SEC, and in WBD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, including in the section captioned “Item 1A. Risk Factors,” WBD’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 6, 2026, and WBD’s subsequent filings with the SEC. Neither Paramount nor WBD undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law.

 

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SOURCE Paramount Skydance Corporation

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