Netflix Inc SEC Filings

Warner Bros. Discovery is now the subject of a planned acquisition by Netflix. Netflix announced it has reached a definitive agreement to acquire Warner Bros., including the Warner Bros. film and TV studios, HBO Max and HBO. Netflix describes the deal as a way to combine its global streaming platform and innovation with Warner Bros.’ brands, franchises and large content libraries.

The two companies will continue to operate separately until the transaction closes, which is expected to take place in approximately 12–18 months, subject to regulatory approvals, approval by Warner Bros. Discovery stockholders and other customary closing conditions. Netflix and Warner Bros. Discovery highlight that detailed terms, risks and potential benefits of the transaction will be provided in a future registration statement on Form S-4 and related proxy materials to be filed with the SEC.

Netflix has agreed to acquire Warner Brothers from Warner Bros. Discovery in a cash-and-stock deal valuing Warner Brothers at an equity value of $72 billion and an enterprise value of $82.7 billion. WBD stockholders will receive $27.75 per common share, made up of $23.25 in cash and $4.50 in Netflix stock, funded through cash on hand, new debt and equity.

The transaction is expected to close in 12–18 months after WBD spins off its Discovery Global networks business, targeted for Q3 2026, and is subject to shareholder and regulatory approvals. Netflix expects Warner Brothers to generate about $3 billion of EBITDA in 2026, rising to roughly $5.5 billion including around $2.5 billion of run-rate cost savings, implying a post-synergy enterprise value-to-EBITDA multiple of 14.3x. Management targets $2–$3 billion of annual cost synergies by the third year post-close, EPS accretion by year two, and plans to reduce elevated leverage to rating-agency targets within two years while maintaining investment-grade ratings.

Netflix plans to acquire Warner Bros. Discovery in a cash-and-stock deal valuing WBD at $27.75 per share, implying equity value of $72.0B and enterprise value of $82.7B. Each WBD share would receive $23.25 in cash and $4.50 in Netflix stock, with the cash portion funded by $10.3B of cash on hand and $50.0B of new acquisition debt. Warner Bros. Discovery is expected to complete a separation of its Discovery Global business before closing.

Netflix highlights Warner Bros.’ deep film and TV library, franchises and HBO Max/HBO as strategic complements to its global streaming reach and studio capabilities. Management targets at least $2-3B of run-rate cost savings by year three and expects the transaction to be accretive to GAAP EPS by the second full year after closing. The deal is subject to WBD shareholder approval, regulatory clearances and other customary conditions, with closing expected in 12–18 months.

Netflix and Warner Bros. Discovery have signed a definitive cash‑and‑stock merger agreement, now refiled in full as an exhibit. A newly formed WBD holding company will, after an internal reorganization and a separation of a "SpinCo" business to WBD stockholders, merge with a Netflix subsidiary and become a wholly owned Netflix subsidiary.

Under the agreement, each share of WBD common stock (other than certain excluded and appraisal shares) will be converted into the right to receive a specified cash amount plus a number of Netflix common shares based on an exchange ratio, with cash paid instead of fractional Netflix shares. WBD equity awards are generally cashed out or converted into cash‑based awards tied to the merger consideration value, while certain deferred compensation units become notional units linked to Netflix stock. Closing requires WBD stockholder approval, regulatory clearances and completion of the separation and distribution, and the companies highlight risks including failure to obtain approvals, integration challenges, potential litigation and business disruption.

Netflix, Inc. has agreed to acquire the streaming and studios businesses of Warner Bros. Discovery (WBD) through a complex cash-and-stock merger. Before the deal closes, WBD will spin off its Global Linear Networks business into a separate company, SpinCo, and distribute SpinCo shares to WBD shareholders.

After this separation, each share of WBD common stock will be converted into the right to receive $23.25 in cash plus Netflix common stock based on an exchange ratio tied to the 15‑day volume‑weighted average price of Netflix shares. The exchange ratio is set at 0.0376 if Netflix’s average stock price is at or above $119.67, 0.0460 if it is at or below $97.91, and otherwise is $4.50 divided by that average price, in each case subject to a net debt adjustment tied to SpinCo’s leverage.

Netflix has secured commitments for up to $59,000,000,000 of senior unsecured bridge term loans to fund the cash portion, related fees and, at its option, certain refinancing. The merger requires WBD stockholder approval, multiple regulatory clearances and completion of the spin‑off. If WBD accepts a superior proposal or certain other events occur, it must pay Netflix a $2,800,000,000 termination fee, while Netflix could owe WBD $5,800,000,000 if the deal fails for specified antitrust or foreign regulatory reasons.

Netflix, Inc. approved and effected a ten-for-one forward stock split of its issued common stock. To implement the split, the company filed a Certificate of Amendment that proportionately increased authorized common shares from 4,990,000,000 to 49,900,000,000, effective at 4:01 p.m. Eastern Time on November 14, 2025.

Trading in Netflix stock is expected to begin on a split-adjusted basis at market open on November 17, 2025. A forward split increases the number of shares each holder owns while proportionally adjusting the share price, leaving each investor’s overall economic interest unchanged.

Netflix, Inc. (NFLX) disclosed an insider transaction by Director Reed Hastings. On 11/07/2025, he reported a transaction coded G, covering 14,089 shares of common stock at $0, indicating a gift. Following this activity, he reported 2,140,152 shares beneficially owned indirectly by a trust.

The filing notes the indirect ownership is through the Hastings-Quillin Family Trust, with the reporting person acting as trustee.

Netflix, Inc. (NFLX) insider transaction: Chief Global Affairs Officer Cletus R. Willems reported a sale of common stock. On 11/06/2025, the officer sold 238 shares at $1,100.33 per share (Transaction Code: S). Following the transaction, the filing lists 0 shares beneficially owned, held directly.

Netflix (NFLX) insider activity: Co‑CEO Gregory K. Peters filed a Form 4 detailing routine equity events. On 11/03/2025, 2,593 and 1,444 RSUs vested into common stock. To cover taxes, 1,291 and 719 shares were withheld at $1,118.86. On 11/04/2025, he sold 2,027 shares at $1,095.68 and made a gift of 567 shares at $0. After these transactions, he directly owned 12,214 shares.