Warner Bros. Discovery (WBD) and Netflix detail steps for proposed combination
Rhea-AI Filing Summary
Netflix and Warner Bros. Discovery describe a proposed combination that would involve issuing Netflix common stock to WBD stockholders, following a planned spin-off of a newly formed WBD subsidiary before closing. The text emphasizes that this is not an offer or solicitation to buy or sell securities and that any offer will only be made through a formal prospectus that meets U.S. securities law requirements.
They include extensive forward-looking statement warnings, highlighting risks such as failing to obtain stockholder and regulatory approvals, completing the WBD business separation, realizing expected synergies, retaining key personnel and managing potential litigation or business disruptions. Netflix plans to file a Form S-4 registration statement with a combined proxy statement/prospectus, and WBD plans related proxy and registration statements, which investors are urged to read when available because they will contain important information about the transaction and the interests of directors and executive officers.
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Insights
Netflix and WBD outline a stock-based, conditional deal with standard risks and required SEC filings.
The communication describes a proposed transaction in which Netflix would issue common stock to Warner Bros. Discovery stockholders, with WBD first spinning off a newly formed subsidiary before closing. This structure points to a complex combination that must navigate corporate restructuring steps, tax considerations and multiple regulatory and stockholder approvals.
The forward-looking statements section lists numerous risks, including failure to complete the deal, delays, inability to achieve anticipated benefits, litigation exposure, business disruption and challenges in retaining key personnel. It also notes potential adverse reactions from partners or customers and uncertainty about the long-term value of WBD’s common stock, underscoring execution risk around both companies’ strategies if the deal proceeds.
The companies state that details will be provided in a Form S-4 registration statement containing a proxy statement/prospectus, along with WBD’s separate proxy and registration statements. They also reference WBD’s
FORM OF 425 FILING (PRIOR TO FILING OF FORM S-4)
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
Defining the next century of storytelling together. Latest Press Release Letter to Stockholder Netflix + Warner Bros. More choice. More opportunity. More value.
Making great event together more entertainment at a better value More opportunity for the entertainment industry More opportunity for the entertainment industry
Creating and protecting jobs
Benefits Transaction details Resources view all Press release Presentations Infographics Letters Americans Overwhelmingly Support the Netflix-Warner Bros. Combinations Morning consult: Netflix-Warner Bros. Acquisition Overnight Survey Dear Warner Bros. Discovery Stockholders Netflix Letter to WBD Stockholders Netflix Welcomes Warner Bros. Discovery Board Recommendation 17 December 2025 Letter 17 December infographics 17 December 2025 Press Release 5 December 2025 Presentation 5 December 2025 Press release
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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 between Netflix and Warner Bros. Discovery (WBD) is described?
The communication describes a proposed transaction in which Netflix would issue shares of its common stock to Warner Bros. Discovery stockholders. Before closing, WBD plans to spin off a newly formed subsidiary, and the combination would then proceed subject to regulatory and stockholder approvals and other closing conditions.
Is this Netflix–WBD communication an offer to buy or sell securities?
No. It explicitly states that it is not an offer or solicitation to buy or sell any securities or to solicit any vote or approval. Any actual offer of securities would only be made through a prospectus that meets the requirements of Section 10 of the Securities Act of 1933 and applicable law.
What SEC filings will Netflix and WBD make for the proposed transaction?
Netflix intends to file a registration statement on Form S-4, which will include a prospectus for the Netflix shares and a proxy statement/prospectus for WBD stockholders. WBD intends to file its own proxy statement and a registration statement for the newly formed subsidiary that will be spun off before closing.
What risks and uncertainties are highlighted for the Netflix–WBD deal?
The text lists many risks, including failure to complete the deal on expected terms or timing, not obtaining stockholder and regulatory approvals, challenges separating WBD’s businesses, not realizing anticipated synergies, potential litigation, business disruption, difficulties retaining or hiring key personnel and adverse reactions from business partners. It notes that these could materially affect each company’s financial condition and results.
What documents are investors in Netflix and WBD urged to read?
Investors and security holders of Netflix and WBD are urged to read the Form S-4 registration statement and the proxy statement/prospectus when they become available, as well as any related documents filed with the SEC. These will contain important information about Netflix, WBD, the proposed transaction and the interests of directors and executive officers.
Where can investors find more information about Netflix and WBD and their leaders?
Documents filed by Netflix are available free of charge on its investor relations website at https://ir.netflix.net/home/default.aspx. Documents filed by WBD are available at https://ir.wbd.com. Information on directors and executive officers is also in WBD’s 2025 proxy statement on Schedule 14A, its 2024 Form 10-K, and Netflix’s 2025 proxy statement on Schedule 14A, along with subsequent SEC filings.
