PARAMOUNT COMMENTS ON WARNER BROS. DISCOVERY DISCLOSURES

Rhea-AI Summary

Paramount Skydance (NASDAQ: PSKY) says it has made a $30 per-share all-cash offer for Warner Bros. Discovery (NASDAQ: WBD) and criticizes WBD's board for granting a 7-day waiver with Netflix and proceeding with a March 20, 2026 shareholder meeting. Paramount highlights WBD proxy materials stating merger consideration ranging $21.23–$27.75 and points to a previously disclosed $0.25 per-share per-quarter ticking fee as added value in Paramount's proposal. Paramount will continue its tender offer, solicit shareholder opposition to the Netflix merger, and intends to nominate directors while offering voting and contact information for its solicitation.

Positive

• Offer price of $30 per share all-cash
• Ticking fee of $0.25 per share per quarter
• Immediate tender offer and active shareholder solicitation

Negative

• WBD proxy range max $27.75 is below Paramount’s $30 offer
• WBD special meeting set for March 20, 2026, may limit negotiation time

News Market Reaction

+4.94%

20 alerts

+4.94% News Effect

+5.2% Peak in 2 hr 38 min

+$587M Valuation Impact

$12.48B Market Cap

0.2x Rel. Volume

On the day this news was published, PSKY gained 4.94%, reflecting a moderate positive market reaction. Argus tracked a peak move of +5.2% during that session. Our momentum scanner triggered 20 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $587M to the company's valuation, bringing the market cap to $12.48B at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Paramount offer price: $30 per share Netflix cash minimum: $21.23 per share Netflix cash maximum: $27.75 per share +5 more

8 metrics

Paramount offer price $30 per share All-cash offer for WBD referenced in statement

Netflix cash minimum $21.23 per share Stated minimum merger consideration range for WBD holders

Netflix cash maximum $27.75 per share Stated maximum merger consideration range for WBD holders

Ticking fee $0.25 per share per quarter Additional consideration in Paramount’s proposal

Waiver length 7 days Negotiation waiver granted to Paramount under Netflix agreement

Special meeting date March 20 Date of WBD special shareholder meeting to vote on Netflix deal

WBD share price 27.99 WBD price before this Paramount statement

WBD vs 52-week high -6.7 Percent below 52-week high of 30

Market Reality Check

Price: $10.83 Vol: Volume 13197788 vs 20-day...

low vol

$10.83 Last Close

Volume Volume 13197788 vs 20-day average 23160163 (relative volume 0.57) indicates muted trading ahead of this update. low

Technical Trading above 200-day MA, with price at 27.99 vs 200-day MA of 18.09.

Peers on Argus

Peers show mixed moves: LYV 1.29, NWSA 1.29, NWS 0.7 vs FOXA -0.46 and FOX -2.01...

Peers show mixed moves: LYV 1.29, NWSA 1.29, NWS 0.7 vs FOXA -0.46 and FOX -2.01, suggesting WBD’s slight decline of -0.43 is driven more by its own deal dynamics than a sector-wide trend.

Historical Context

5 past events · Latest: Feb 11 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 11	Activist opposition	Positive	+0.7%	Ancora urges opposition to Netflix deal and support for higher Paramount cash offer.
Feb 10	Tender offer update	Neutral	+2.2%	WBD confirms amended Paramount tender offer but maintains recommendation for Netflix merger.
Feb 10	Offer enhancement	Positive	+2.2%	Paramount improves $30 all‑cash proposal and details financing, fees, and regulatory steps.
Jan 22	Proxy and extension	Positive	-0.6%	Paramount files proxy materials and extends its tender offer for WBD shares.
Jan 12	Offer progress update	Positive	-1.7%	Paramount updates WBD holders on steps to advance its superior $30 cash offer.

Pattern Detected

News related to competing Paramount vs. Netflix proposals has often been followed by modest positive moves, though there are instances where favorable-sounding updates coincided with short-term pullbacks.

Recent Company History

Over the last several weeks, Warner Bros. Discovery has been at the center of a contested transaction process. Paramount Skydance has repeatedly promoted a $30 per share all‑cash offer, including enhancements such as ticking fees and regulatory progress, while WBD’s board has continued to recommend the Netflix transaction. Activist investor Ancora has publicly opposed the Netflix deal and urged re‑engagement with Paramount. Today’s Paramount statement fits into this ongoing bid-and-proxy contest around maximizing value and transaction certainty.

Market Pulse Summary

This announcement underscores the ongoing contest between Paramount’s $30 per share all‑cash proposa...

Analysis

This announcement underscores the ongoing contest between Paramount’s $30 per share all‑cash proposal and the Netflix transaction, which offers a cash range plus spin‑off shares. The WBD board’s planned March 20 vote and the 7‑day negotiation waiver frame a tight decision window. Historical communications show persistent debate over value and risk, so monitoring board recommendations, updated SEC filings, and any changes to offer terms remains critical.

Key Terms

tender offer, proxy materials, merger agreement, ticking fee, +3 more

7 terms

tender offer financial

"We will continue to advance our tender offer, maintain our solicitation..."

A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.

proxy materials regulatory

"has commenced mailing its proxy materials, which state that the range..."

Proxy materials are the packet of documents sent to shareholders that explain items to be voted on at a company meeting and include the actual ballot or instructions for casting a vote. Think of them as a voting packet that lays out who’s running the company, major proposals (like pay, mergers, or board changes), and arguments for and against each item. Investors care because those votes shape corporate direction, affect risk and future profits, and can influence share value.

merger agreement regulatory

"under the Netflix merger agreement that Paramount's superior $30 per share..."

A merger agreement is a binding contract that lays out the exact terms for two companies to combine, including the price, what each side will deliver, and the conditions that must be met before the deal is completed. Investors care because it sets the timetable, payouts and risks — like a blueprint or prenup that shows whether the deal is likely to close, how ownership will change, and what could cancel or alter the payout they expect.

ticking fee financial

"including with the previously disclosed addition of a $0.25 per-share, per-quarter ticking fee."

A ticking fee is a charge that accrues over time when one party has committed to a deal but the transaction has not yet closed; it compensates the other side for the cost and risk of the delay. For investors, it matters because it raises the effective cost of a transaction and signals how long completion may take—like paying a small ongoing rent while waiting for a house sale to finish, which can affect returns and deal judgment.

proxy solicitor regulatory

"may contact Paramount's proxy solicitor Okapi Partners at (212)..."

A proxy solicitor is a professional firm or individual hired by a company or a shareholder to contact other shareholders and gather their votes or signed proxy cards for an upcoming shareholder meeting. Think of them as paid canvassers who explain proposals and collect votes; their work can determine outcomes like board elections, mergers, or policy changes and signals how contested or important a vote is to investors.

information agent regulatory

"Okapi Partners LLC, the information agent for the tender offer, toll-free..."

An information agent is a person, team, or third-party service designated to collect, verify and distribute a company’s important announcements, filings or notices to regulators, shareholders and the public. Think of it as the company’s official mailroom and translator combined—responsible for making sure the right facts get to the right people quickly and accurately; investors watch who serves this role because mistakes or delays can affect compliance, market reaction and trust.

tender offer statement regulatory

"The tender offer statement and related materials have been filed with the SEC."

A tender offer statement is the formal document that explains the details of a public proposal to buy shareholders’ stock at a specific price and under set conditions. It lists who is making the offer, the price and timing, how the purchase will be funded, and any conditions or risks, so shareholders can decide whether to sell. Think of it as a clear flyer for a buyout that tells investors what’s being offered and why it matters to their holdings.

AI-generated analysis. Not financial advice.

LOS ANGELES and NEW YORK, Feb. 17, 2026  /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) ("Paramount") today provided the following statement in regards to disclosures by Warner Bros. Discovery, Inc. (NASDAQ: WBD) ("WBD"):

Paramount acknowledges the announcement from Warner Bros. Discovery that, acting with Netflix, they have decided to provide Paramount a 7-day "waiver" for negotiation. In doing so, the WBD Board has chosen to avoid making the customary determination under the Netflix merger agreement that Paramount's superior $30 per share all-cash offer "could reasonably be expected to result in" a superior proposal, which would have given it an unfettered right to negotiate without a time deadline.

The Board has also elected to proceed with convening its special shareholder meeting on March 20 to seek approval of the Netflix merger and has commenced mailing its proxy materials, which state that the range of merger consideration offered to WBD shareholders will be a minimum of $21.23 to a maximum of $27.75.

By contrast, Paramount already offers a higher value of $30 per share, all-cash and a more expeditious and certain path to closing a transaction, including with the previously disclosed addition of a $0.25 per-share, per-quarter ticking fee.

Although the Board's actions are unusual, Paramount is nonetheless prepared to engage in good faith and constructive discussions. At the same time, we will continue to advance our tender offer, maintain our solicitation in opposition to the inferior Netflix merger, and proceed with our intention to nominate a slate of directors at the upcoming WBD annual meeting.

Shareholders with questions about how to vote their WBD shares AGAINST the inferior Netflix transaction may contact Paramount's proxy solicitor Okapi Partners at (212) 297-0720, Toll-Free: (844) 343-2621, or by email at info@okapipartners.com.

The tender offer statement and related materials have been filed with the SEC. WBD shareholders who need additional copies of the tender offer statement and related materials or who have questions regarding the offer should contact Okapi Partners LLC, the information agent for the tender offer, toll-free at (844) 343-2621.

PARAMOUNT URGES WBD SHAREHOLDERS TO REGISTER THEIR PREFERENCE FOR PARAMOUNT'S SUPERIOR OFFER WITH THE WBD BOARD OF DIRECTORS BY TENDERING THEIR SHARES TODAY.

WBD shareholders and other interested parties can find additional information about Paramount's superior offer at www.StrongerHollywood.com.

About Paramount, a Skydance Corporation

Paramount, a Skydance Corporation is a leading, next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. Paramount's portfolio unites legendary brands, including Paramount Pictures, Paramount Television, CBS – America's most-watched broadcast network, CBS News, CBS Sports, Nickelodeon, MTV, BET, Comedy Central, Showtime, Paramount+, Paramount TV, and Skydance's Animation, Film, Television, Interactive/Games, and Sports divisions. For more information, visit paramount.com.

Cautionary Note Regarding Forward-Looking Statements
This communication contains both historical and forward-looking statements, including statements related to Paramount Skydance Corporation's ("Paramount") future financial results and performance, potential achievements, anticipated reporting segments and industry changes and developments. All statements that are not statements of historical fact are, or may be deemed to be, "forward-looking statements". Similarly, statements that describe Paramount's objectives, plans or goals are or may be forward-looking statements. These forward-looking statements reflect Paramount's current expectations concerning future results and events; generally can be identified by the use of statements that include phrases such as "believe," "expect," "anticipate," "intend," "plan," "foresee," "likely," "will," "may," "could," "estimate" or other similar words or phrases; and involve known and unknown risks, uncertainties and other factors that are difficult to predict and which may cause Paramount's actual results, performance or achievements to be different from any future results, performance or achievements expressed or implied by these statements. These risks, uncertainties and other factors include, among others:  the outcome of the tender offer by Paramount and Prince Sub Inc. (the "Tender Offer") to purchase for cash all of the outstanding Series A common stock of Warner Bros. Discovery, Inc. ("WBD") or any discussions between Paramount and WBD with respect to a possible transaction (including, without limitation, by means of the Tender Offer, the "Potential Transaction"), including the possibility that the Tender Offer will not be successful, that the parties will not agree to pursue a business combination transaction or that the terms of any such transaction will be materially different from those described herein; the conditions to the completion of the Potential Transaction or the previously announced transaction between WBD and Netflix, Inc. ("Netflix") pursuant to the Agreement and Plan of Merger, dated December 4, 2025 (as it may be amended or supplemented), among Netflix, Nightingale Sub, Inc., WBD and New Topco 25, Inc. (the "Proposed Netflix Transaction"), including the receipt of any required stockholder and regulatory approvals for either transaction, the proposed financing for the Potential Transaction, the indebtedness Paramount expects to incur in connection with the Potential Transaction and the total indebtedness of the combined company; the possibility that Paramount may be unable to achieve expected synergies and operating efficiencies within the expected timeframes or at all and to successfully integrate the operations of WBD with those of Paramount, and the possibility that such integration may be more difficult, time-consuming or costly than expected or that operating costs and business disruption (including, without limitation, disruptions in relationships with employees, customers or suppliers) may be greater than expected in connection with the Potential Transaction; risks related to Paramount's streaming business; the adverse impact on Paramount'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, including cost increases; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to Paramount's decisions to make investments in new businesses, products, services and technologies, and the evolution of Paramount's business strategy; the potential for loss of carriage or other reduction in or the impact of negotiations for the distribution of Paramount's content; damage to Paramount's reputation or brands; losses due to asset impairment charges for goodwill, intangible assets, FCC licenses and content; 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; content infringement; domestic and global political, economic and regulatory factors affecting Paramount's businesses generally, including tariffs and other changes in trade policies; the inability to hire or retain key employees or secure creative talent; disruptions to Paramount's operations as a result of labor disputes; the risks and costs associated with the integration of, and Paramount's ability to integrate, the businesses of Paramount Global and Skydance Media, LLC successfully and to achieve anticipated synergies; volatility in the prices of Paramount's Class B Common Stock; potential conflicts of interest arising from Paramount's ownership structure with a controlling stockholder; and other factors described in Paramount's news releases and filings with the Securities and Exchange Commission (the "SEC"), including but not limited to Paramount's most recent Annual Report on Form 10-K and Paramount's reports on Form 10-Q and Form 8-K. There may be additional risks, uncertainties and factors that Paramount does not currently view as material or that are not necessarily known. The forward-looking statements included in this communication are made only as of the date of this report, and Paramount does not undertake any obligation to publicly update any forward-looking statements to reflect subsequent events or circumstances.

Additional Information
This communication does not constitute an offer to buy or a solicitation of an offer to sell securities. This communication relates to a proposal that Paramount has made for an acquisition of WBD, the Tender Offer that Paramount, through Prince Sub Inc., its wholly owned subsidiary, has made to WBD stockholders, and Paramount's intention to solicit proxies against the Proposed Netflix Transaction and other proposals to be voted on by WBD stockholders at the special meeting of WBD stockholders to be held to approve the Proposed Netflix Transaction (the "Netflix Merger Solicitation") and/or for use at the WBD annual meeting of stockholders. The Tender Offer is being made pursuant to a tender offer statement on Schedule TO (including the offer to purchase, the letter of transmittal and other related offer documents), filed with the SEC on December 8, 2025. These materials, as may be amended from time to time, contain important information, including the terms and conditions of the offer. Subject to future developments, Paramount (and, if a negotiated transaction is agreed, WBD) may file additional documents with the SEC. This communication is not a substitute for any proxy statement, tender offer statement, or other document Paramount and/or WBD may file with the SEC in connection with the Potential Transaction.

Paramount, Prince Sub Inc. and the other participants in the Netflix Merger Solicitation have filed a preliminary proxy statement and the accompanying BLUE proxy card with the SEC on January 22, 2026 in connection with the Netflix Merger Solicitation (the "Special Meeting Preliminary Proxy Statement"). Paramount expects to file a definitive proxy statement and the accompanying proxy card with the SEC in connection with the Netflix Merger Solicitation and may file other proxy solicitation materials in connection therewith or the annual meeting of WBD stockholders, or other documents with the SEC.

PARAMOUNT STRONGLY ADVISES ALL STOCKHOLDERS OF WBD TO READ THE SPECIAL MEETING PRELIMINARY PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATED TO THE PARTICIPANTS. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, PARAMOUNT AND THE OTHER PARTICIPANTS IN SUCH PROXY SOLICITATIONS WILL PROVIDE COPIES OF THE APPLICABLE PROXY STATEMENTS WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR SUCH COPIES SHOULD BE DIRECTED TO THE APPLICABLE PROXY SOLICITOR.

Participants in the Solicitation
The participants in the Netflix Merger Solicitation are expected to be Paramount, Prince Sub Inc., certain directors and executive officers of Paramount and Prince Sub Inc., Lawrence Ellison, RedBird Capital Management and The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended. Additional information about the participants in the Netflix Merger Solicitation is available in the Special Meeting Preliminary Proxy Statement.

PSKY-IR

Media Contacts:
Paramount
Melissa Zukerman / Laura Watson
msz@paramount.com / laura.watson@paramount.com

Brunswick Group
ParamountSkydance@brunswickgroup.com

Gagnier Communications
Dan Gagnier
dg@gagnierfc.com

Investor Contacts:
Paramount
Kevin Creighton / Logan Thomas
kevin.creighton@paramount.com / logan.thomas@paramount.com

Okapi Partners
(212) 297-0720
Toll-Free: (844) 343-2621
info@okapipartners.com 

 

View original content:https://www.prnewswire.com/news-releases/paramount-comments-on-warner-bros-discovery-disclosures-302689880.html

SOURCE Paramount Skydance Corporation

FAQ

What is Paramount Skydance's offer for Warner Bros. Discovery (WBD)?

Paramount offers $30 per share in cash as its superior proposal. According to the company, the offer includes a $0.25 per-share per-quarter ticking fee and is presented as a faster, more certain path to closing.

What merger consideration range did Warner Bros. Discovery disclose in proxy materials?

WBD disclosed a merger consideration range of $21.23 to $27.75 per share. According to the company, that range is lower than Paramount’s $30 all-cash offer and is part of proxy materials for the March 20 meeting.

When is Warner Bros. Discovery's special shareholder meeting and why does it matter?

WBD scheduled its special shareholder meeting for March 20, 2026. According to the company, the meeting seeks approval of the Netflix merger and could shorten the window for competing offers.

What is the 7-day waiver between WBD and Netflix and what does it mean?

The 7-day waiver allows limited negotiation time without WBD making a customary superior-proposal determination. According to the company, this preserves a brief window for talks but stops full unfettered negotiation rights.

How can WBD shareholders vote or get information about Paramount's offer?

Shareholders can contact Paramount’s proxy solicitor Okapi Partners or visit www.StrongerHollywood.com. According to the company, Okapi provides tender offer materials and voting guidance for shareholders opposing the Netflix transaction.

Is Paramount continuing its tender offer while negotiating with WBD and Netflix?

Yes, Paramount is continuing its active tender offer and solicitation in opposition to the Netflix merger. According to the company, it will also pursue director nominations and advance the tender process concurrently.