Groce Caryn K 4

4 · Paramount Global · Filed Dec 27, 2024

Insider Transaction Report

Form 4

Period: 2024-12-24

Paramount GlobalPARAA,PARA

Groce Caryn K

EVP, Acting Gen Counsel & Secy

Transactions

Exercise/Conversion
Class B common stock
2024-12-24+15,828→ 24,244 total
Exercise/Conversion
Restricted Share Units
2024-12-24−2,711→ 2,710 total
From: 2024-03-01→ Class B common stock (2,711 underlying)
Exercise/Conversion
Restricted Share Units
2024-12-24−15,828→ 31,655 total
From: 2025-08-05→ Class B common stock (15,828 underlying)
Exercise/Conversion
Class B common stock
2024-12-24+871→ 32,879 total
Exercise/Conversion
Restricted Share Units
2024-12-24−5,053→ 10,105 total
From: 2025-03-01→ Class B common stock (5,053 underlying)
Exercise/Conversion
Class B common stock
2024-12-24+5,053→ 29,297 total
Exercise/Conversion
Class B common stock
2024-12-24+2,711→ 32,008 total
Tax Payment
Class B common stock
2024-12-24$10.42/sh−12,905$134,470→ 19,974 total
Exercise/Conversion
Restricted Share Units
2024-12-24−871→ 872 total
From: 2023-03-01→ Class B common stock (871 underlying)

Footnotes (7)

[F1]Reflects accelerated vesting of Restricted Share Units ("RSUs"), which were otherwise scheduled to vest in 2025, to mitigate the potential impact to the Issuer and the Reporting Person of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, in connection with the pending transactions among the Issuer, Skydance Media, LLC and other parties.
[F2]The shares identified in Table I were issued on December 24, 2024, upon vesting of the first of three installments of the RSUs identified in Table II, which were initially granted on August 5, 2024. On December 24, 2024, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.42 per share.
[F3]The shares identified in Table I were issued on December 24, 2024, upon vesting of the first of three installments of the RSUs identified in Table II, which were initially granted on March 1, 2024. On December 24, 2024, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.42 per share.
[F4]The shares identified in Table I were issued on December 24, 2024, upon the vesting of the second of three installments of the RSUs identified in Table II, which were initially granted on March 1, 2023. On December 24, 2024, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.42 per share.
[F5]The shares identified in Table I were issued on December 24, 2024, upon vesting of the third of four installments of the RSUs identified in Table II, which were initially granted on March 1, 2022. On December 24, 2024, the closing price of the Class B common stock on The NASDAQ Global Select Market was $10.42 per share.
[F6]These shares were withheld by the Issuer to satisfy tax liability incident to the vesting of, and delivery of shares underlying, the RSUs, and were not actually sold or otherwise disposed of in an open-market transaction.
[F7]Granted under the Issuer's long-term incentive plan for no consideration.

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