Proposed Netflix deal with Warner Bros. Discovery (NASDAQ: WBD) detailed

Rhea-AI Filing Summary

Netflix, Inc. outlines a proposed transaction with Warner Bros. Discovery (WBD) that would involve issuing shares of Netflix common stock to WBD stockholders and spinning off a newly formed WBD subsidiary before closing. Netflix plans to file a Form S-4 registration statement that will include a joint proxy statement/prospectus, while WBD will file its own proxy materials and a separate registration statement for the spin-off vehicle. The communication stresses that investors should carefully read the future registration statement and proxy statement/prospectus when available, as they will contain important details about the deal and the parties involved.

The document also explains that Netflix, WBD and some of their directors and executive officers may be considered participants in soliciting proxies from WBD stockholders. It includes a detailed forward-looking statement disclaimer, listing risks such as failure to obtain stockholder or regulatory approvals, challenges in separating WBD’s Discovery Global and Warner Bros. businesses, difficulties realizing expected synergies, potential litigation, business disruption, and uncertainty about the long-term value of Netflix’s stock.

Insights

M&A and capital markets analyst

Netflix and WBD outline a stock-for-stock deal with spin-off and significant execution risks.

This communication describes a proposed transaction in which Netflix would issue common stock to Warner Bros. Discovery stockholders and WBD would first spin off a newly formed subsidiary. Netflix plans a Form S‑4 registration statement with a combined proxy statement/prospectus, while WBD will file its own proxy statement and a separate registration statement for the spin-off entity. This structure signals a complex combination of equity issuance and corporate reorganization.

The text emphasizes that directors and officers of both companies may participate in soliciting proxies from WBD stockholders, underscoring that stockholder approval is a key condition. It also highlights an extensive list of deal risks: obtaining regulatory and stockholder approvals, completing the separation of WBD’s Discovery Global and Warner Bros. businesses, realizing anticipated benefits and synergies, potential litigation, talent retention, and possible adverse reactions from partners and customers.

Overall, this points to a potentially transformative transaction for both companies, but with many hurdles. The parties flag that failure to close or to achieve expected results could lead to business disruption, financial losses, and other adverse outcomes, and they direct investors to the forthcoming proxy statement/prospectus for fuller risk disclosure.

FILED BY NETFLIX, INC.

PURSUANT TO RULE 425 UNDER THE SECURITIES ACT OF 1933

AND DEEMED FILED PURSUANT TO RULE 14a-12 AND RULE 14d-2(b)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

SUBJECT COMPANY: WARNER BROS. DISCOVERY, INC.

COMMISSION FILE NO. 001-34177

On January 14, 2026, Netflix, Inc. posted the following communications.

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Important Information and Where to Find It

In connection with the proposed transaction between WBD and Netflix, Netflix intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 (the “Registration Statement”), which will include a prospectus with respect to the shares of Netflix’s common stock to be issued in the proposed transaction and a proxy statement for WBD’s stockholders (the “Proxy Statement/Prospectus”), and WBD intends to file with the SEC the proxy statement. WBD also intends to file a registration statement for the newly formed subsidiary of WBD that will be spun off from WBD prior to the closing of the proposed transaction. The definitive proxy statement (if and when available) will be mailed to stockholders of WBD. Each of Netflix and WBD may also file with or furnish to the SEC other relevant documents regarding the proposed transaction. This communication is not a substitute for the Registration Statement, the Proxy Statement/Prospectus or any other document that Netflix or WBD may file with the SEC or mail to WBD’s stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF NETFLIX AND WBD ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING NETFLIX, WBD, THE PROPOSED TRANSACTION AND RELATED MATTERS. The documents filed by Netflix with the SEC also may be obtained free of charge at Netflix’s website at https://ir.netflix.net/home/default.aspx. The documents filed by WBD with the SEC also may be obtained free of charge at WBD’s website at https://ir.wbd.com.

Participants in the Solicitation

Netflix, WBD and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of WBD in connection with the proposed transaction under the rules of the SEC. Information about the interests of the directors and executive officers of Netflix and WBD and other persons who may be deemed to be participants in the solicitation of stockholders of WBD in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus, which will be filed with the SEC. Information about WBD’s directors and executive officers is set forth in WBD’s proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 23, 2025, WBD’s Annual Report on Form 10-K for the year ended December 31, 2024, and any subsequent filings with the SEC. Information about Netflix’s directors and executive officers is set forth in Netflix’s proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 17, 2025, and any subsequent filings with the SEC. Additional information regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed transaction when it becomes available. Free copies of these documents may be obtained as described above.

No Offer or Solicitation

This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Cautionary Statement Regarding Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Netflix’s and WBD’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, their respective businesses and industries, management’s beliefs and certain assumptions made by Netflix and WBD, all of which are subject to change. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate the transaction on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining stockholder and regulatory approvals, completing the separation of WBD’s Discovery Global business and Warner Bros. business, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of WBD’s and Netflix’s businesses and other conditions to the completion of the proposed transaction; (ii) failure to realize the

anticipated benefits of the proposed transaction, including as a result of delay in completing the transaction or integrating the businesses of Netflix and WBD; (iii) Netflix’s and WBD’s ability to implement their business strategies; (iv) consumer viewing trends; (v) potential litigation relating to the proposed transaction that could be instituted against Netflix, WBD or their respective directors; (vi) the risk that disruptions from the proposed transaction will harm Netflix’s or WBD’s business, including current plans and operations; (vii) the ability of Netflix or WBD to retain and hire key personnel; (viii) potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the proposed transaction; (ix) uncertainty as to the long-term value of Netflix’s common stock; (x) legislative, regulatory and economic developments affecting Netflix’s and WBD’s businesses; (xi) general economic and market developments and conditions; (xii) the evolving legal, regulatory and tax regimes under which Netflix and WBD operate; (xiii) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Netflix’s or WBD’s financial performance; (xiv) restrictions during the pendency of the proposed transaction that may impact Netflix’s or WBD’s ability to pursue certain business opportunities or strategic transactions; and (xv) failure to receive the approval of the stockholders of WBD. These risks, as well as other risks associated with the proposed transaction, will be more fully discussed in the proxy statement/prospectus to be filed with the SEC in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the proxy statement/prospectus will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Netflix’s or WBD’s consolidated financial condition, results of operations or liquidity. Neither Netflix nor WBD assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

Contacts

Lowell Singer

VP, Investor Relations

ir@netflix.com

Emily Feingold

VP, Communications

efeingold@netflix.com

FAQ

What transaction between Netflix and Warner Bros. Discovery (WBD) is described in this filing?

The document describes a proposed transaction between Netflix and WBD in which Netflix would issue shares of its common stock to WBD stockholders, and WBD would spin off a newly formed subsidiary before the deal closes.

What SEC filings will Netflix and WBD prepare for the proposed Netflix–WBD deal?

Netflix plans to file a Form S-4 registration statement that includes a proxy statement/prospectus, while WBD plans to file a proxy statement for its stockholders and a separate registration statement for a newly formed subsidiary to be spun off.

Who will vote on the proposed transaction between Netflix and WBD?

The filing explains that the definitive proxy statement, when available, will be mailed to WBD stockholders, whose proxies are being solicited in connection with the proposed transaction.

Where can investors find more information about the proposed Netflix and WBD transaction?

Investors are urged to read the Form S-4 registration statement and proxy statement/prospectus when available, and can obtain Netflix filings at https://ir.netflix.net and WBD filings at https://ir.wbd.com free of charge.

What are the main risks mentioned for the proposed Netflix–WBD transaction?

The document lists risks including failure to obtain stockholder and regulatory approvals, challenges in completing the separation of WBD’s Discovery Global and Warner Bros. businesses, failure to realize anticipated benefits and synergies, potential litigation, business disruption, difficulty retaining key personnel, and uncertainty as to the long-term value of Netflix’s common stock.

Does this Netflix communication constitute an offer to sell securities or solicit votes?

No. It states that it is for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities, or a solicitation of any vote or approval. Any offer of securities must be made by a prospectus that meets the requirements of Section 10 of the Securities Act.