Warner Bros. Discovery (WBD) and Netflix detail proposed entertainment combination

Rhea-AI Filing Summary

Warner Bros. Discovery and Netflix outline a planned combination of their entertainment businesses, emphasizing that the two companies see their operations as complementary and focused on giving audiences more choice and value worldwide. The communication highlights plans to expand existing franchises, create new stories and worlds, and "define the next century of storytelling" together.

The companies stress that this is a proposed transaction subject to multiple conditions and approvals, including stockholder and regulatory sign-offs and the separation of a newly formed WBD subsidiary before closing. They include extensive cautionary language about forward-looking statements, noting numerous risks such as failure to complete the deal, delays, integration challenges, potential litigation, business disruption, and changes in consumer behavior, regulation and market conditions.

To move the deal forward, Netflix expects to file a Form S-4 registration statement that will include a prospectus for Netflix shares to be issued and a proxy statement for WBD stockholders, while WBD will file its own proxy materials and a registration statement for the spin-off subsidiary. Investors are directed to carefully read the future registration statement and proxy materials when available, which will contain detailed information about the proposed transaction and the interests of directors and executive officers involved in the proxy solicitation.

Insights

Media & M&A analyst

Netflix and WBD flag a major, but still conditional, business combination.

The communication describes a proposed transaction in which Netflix and Warner Bros. Discovery plan to combine complementary entertainment businesses. Strategically, the companies position this as a way to expand cherished franchises, create new story worlds, and increase content choice and value for global audiences, which could reshape their competitive positioning in streaming and broader media.

The structure involves several legal steps: Netflix intends to file a Form S-4 to register its shares and provide a joint proxy statement/prospectus, while WBD plans both a proxy statement and a separate registration statement for a new subsidiary to be spun off before closing. The transaction remains subject to stockholder approvals, regulatory clearances, completion of the spin-off, and other customary conditions, so its completion and ultimate form are uncertain.

The extensive forward-looking statement and risk discussion underlines key execution risks: failure or delay in closing, challenges realizing anticipated synergies, potential litigation, disruptions to ongoing operations, retention of key personnel, and adverse reactions from partners or customers. Future SEC filings, including the S-4 and proxy statement/prospectus, are expected to provide detailed terms, governance implications, and quantified impacts once available.

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 5, 2026, Netflix, Inc. posted the following communications.

We’re making great even greater: Netflix + warner Bros. Means even more choice and value for fans worldwide

Netflix 11,515,554 followers Promoted We’re making great even Greater. Netflix + Warner Bros.: combining two complementary businesses to deliver even more choice and value for fans worldwide.

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Netflix two entertainment companies that complement each each other.

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Netflix + Warner Bros. means combining complementary businesses to give audiences around the world even more value and choice.

• ujNetllixWBTogether • Promoted We’re making great even greater: Netflix + Warner Bros. means more opportunities to define the next century of storytelling together.

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We’re making great even greater. Netflix +Warner Bros.: combining two complementary businesses to deliver even more choice and value for fans everywhere. Netflix +Warner Bros. champions stories and storytellers. Together, we’re expanding cherished franchises, creating new worlds, and bringing amazing entertainment to fans everywhere.

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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 NOTE 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, Inc.’s (“Netflix”) and Warner Bros. Discovery, Inc.’s (“WBD”) 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 WBD’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, are more fully discussed in the proxy statement/prospectus to be filed with the U.S. Securities and Exchange Commission (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.

IMPORTANT INFORMATION AND WHERE TO FIND IT

In connection with the proposed transaction, Netflix intends to file with 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.

FAQ

What transaction are Netflix and Warner Bros. Discovery (WBD) proposing?

Netflix and Warner Bros. Discovery (WBD) describe a proposed transaction to combine their complementary entertainment businesses, aiming to expand franchises, create new story worlds and provide more choice and value for fans worldwide.

Is the Netflix and WBD transaction already completed?

No. The communication repeatedly refers to a "proposed transaction" and lists many conditions, including stockholder approvals, regulatory approvals, completion of a WBD business separation, and other closing requirements that must be satisfied before it can be completed.

What SEC filings will be used for the Netflix and WBD deal?

Netflix intends to file a registration statement on Form S-4 that will include a prospectus for Netflix shares and a proxy statement for WBD stockholders, while WBD plans to file its own proxy statement and a registration statement for a newly formed subsidiary that will be spun off before closing.

How are investors expected to get detailed information on the Netflix–WBD deal?

Investors and security holders of Netflix and WBD are urged to read the Form S-4 registration statement and the proxy statement/prospectus, as well as any related SEC filings when they become available, because those documents will contain important information about each company, the proposed transaction and related matters.

What key risks to the Netflix and WBD combination are highlighted?

The communication cites numerous risks, including failure to complete the transaction on the expected terms or timing, inability to realize anticipated benefits, potential litigation, business disruptions, difficulty retaining key personnel, adverse reactions from partners, legislative and regulatory changes, general economic conditions and the risk that WBD stockholder approval may not be obtained.

Does this Netflix–WBD communication constitute an offer to sell securities?

No. The text explicitly 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, and that any offer would only be made by means of a prospectus meeting Securities Act requirements.

Where can investors find existing SEC filings for Netflix and WBD?

Netflix’s SEC filings can be obtained free of charge from its investor relations website at https://ir.netflix.net/home/default.aspx, and WBD’s filings can be obtained free of charge from https://ir.wbd.com.