Paramount (NASDAQ: PSKY) bids $31 per share for Warner Bros. Discovery amid Netflix deal

Rhea-AI Filing Summary

Paramount Skydance filed proxy materials concerning its unsolicited proposal to acquire Warner Bros. Discovery for $31 per share in cash. Paramount says WBD’s board has determined Paramount’s offer is a “Company Superior Proposal” under WBD’s merger agreement with Netflix, and that completing Paramount’s proposed transaction "requires the expiration of a four business day match period, termination of the Netflix merger agreement and execution of a definitive merger agreement."

The filing notes the Hart-Scott-Rodino waiting period applicable to Paramount’s acquisition expired at 11:59 pm on February 19, 2026. Paramount and Prince Sub Inc. are pursuing a Tender Offer, have filed proxy materials, and list Centerview Partners LLC and RedBird Advisors as lead financial advisors.

Insights

M&A Strategist

Paramount’s $31 cash proposal competes directly with the Netflix transaction and triggers a negotiated match process.

Paramount’s statement emphasizes that WBD’s board deemed the $31 per-share offer a “Company Superior Proposal,” which invokes the merger-agreement mechanics: a four-business-day match period and termination of the Netflix agreement before a definitive Paramount merger could be signed. The filing also confirms the HSR waiting period expired on February 19, 2026.

The near-term course depends on whether Netflix exercises matching rights and whether parties terminate the existing agreement; timing and cash‑flow treatment are governed by the merger agreement clauses cited. Subsequent filings and definitive agreements will disclose financing, definitive terms, and any required stockholder or regulatory approvals.

Corporate Finance Advisor

Regulatory clearance and financing disclosures will determine transaction feasibility and closing mechanics.

The filing references that Paramount expects to incur indebtedness in connection with the Potential Transaction and that regulatory approvals are conditions to closing. The communication also reiterates advisors: Centerview Partners LLC and RedBird Advisors (lead financial advisors) and several banks as additional financial advisors.

Watch for upcoming filings that must describe financing sources, material conditions, and any definitive merger agreement; those filings will show the concrete financial mechanics and shareholder vote requirements.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant ¨               Filed by a party other than the Registrant x

Check the appropriate box:

¨	Preliminary Proxy Statement
¨	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨	Definitive Proxy Statement
x	Definitive Additional Materials
¨	Soliciting Material under §240.14a-12

Warner Bros. Discovery, Inc.

(Name of Registrant as Specified In Its Charter)

Paramount Skydance Corporation

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

x	No fee required
¨	Fee paid previously with preliminary materials
¨	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Filed by Paramount Skydance Corporation

Pursuant to Rule 14a-12 under the

Securities and Exchange Act of 1934, as amended

Subject Company: Warner Bros. Discovery, Inc.

Commission File No.: 001-34177

Date: February 26, 2026

On February 26, 2026, Paramount Skydance Corporation issued the following press release: 

 

PARAMOUNT COMMENTS ON WARNER BROS. DISCOVERY BOARD’S DETERMINATION OF PARAMOUNT’S PROPOSAL AS SUPERIOR

February 26, 2026

LOS ANGELES and NEW YORK, Feb. 26, 2026 /PRNewswire/ -- Paramount Skydance Corporation (NASDAQ: PSKY) (“Paramount”) confirms that it has been notified by Warner Bros. Discovery, Inc. (NASDAQ: WBD) (“WBD”) that WBD’s Board of Directors has determined that Paramount’s $31 per share, all-cash proposal to acquire WBD is a “Company Superior Proposal” under the terms of WBD’s merger agreement with Netflix, Inc. (NASDAQ: NFLX).

David Ellison, Chairman and CEO of Paramount, said: “We are pleased WBD’s Board has unanimously affirmed the superior value of our offer, which delivers to WBD shareholders superior value, certainty and speed to closing.”

Under the terms of Paramount’s proposed merger agreement:

• Paramount will acquire WBD for $31.00 per WBD share in cash for 100% of the company;

• A daily “ticking fee” of $0.25 per quarter will accrue after September 30, 2026, until the consummation of the Paramount transaction;

• A regulatory termination fee of $7 billion would be payable in the event the transaction does not close due to regulatory matters;

• Paramount will pay the $2.8 billion termination fee which WBD is required to pay to Netflix to terminate its existing Netflix merger agreement;

• Paramount will eliminate WBD’s potential $1.5 billion financing cost associated with its debt exchange offer;

• The “Company Material Adverse Effect” definition excludes the performance of WBD’s Global Linear Networks business;

• The Ellison Trust is providing a $45.7 billion equity commitment, and Larry Ellison is guaranteeing such commitment, including an obligation to contribute additional equity funding to Paramount to the extent needed to support the solvency certificate required by Paramount’s lending banks, and

• Bank of America Merrill Lynch, Citi and Apollo are providing a $57.5 billion debt commitment.

The entry into Paramount’s proposed transaction requires the expiration of a four business day match period, termination of the Netflix merger agreement and execution of a definitive merger agreement between Paramount and WBD.

As previously announced, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act applicable to Paramount’s acquisition of WBD expired at 11:59 pm on February 19, 2026.

Centerview Partners LLC and RedBird Advisors are acting as lead financial advisors to Paramount, and Bank of America Securities, Citi, M. Klein & Company and LionTree are also acting as financial advisors. Cravath, Swaine & Moore LLP and Latham & Watkins LLP are acting as legal counsel to Paramount.

About Paramount, a Skydance Corporation

Paramount, a Skydance Corporation (Nasdaq: PSKY) is a leading, next generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. The Company’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+, Pluto TV, and Skydance’s Animation, Film, Television, Interactive/Games, and Sports divisions. For more information please visit www.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, 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 Global’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-boards-determination-of-paramounts-proposal-as-superior-302699028.html

SOURCE Paramount Skydance Corporation

FAQ

What does Paramount’s proposal to acquire WBD for $31 per share mean for WBD shareholders?

Paramount has offered $31 per share in cash and says WBD’s board called it a “Company Superior Proposal.” The filing explains completing the deal requires the four-business-day match period to expire, termination of the Netflix merger agreement, and a definitive merger agreement.

Has the Hart-Scott-Rodino waiting period for Paramount’s acquisition expired?

Yes. Paramount states the HSR waiting period applicable to its acquisition of WBD expired at 11:59 pm on February 19, 2026. The filing cites this as a cleared regulatory timing milestone in the proxy materials.

What procedural steps must occur before Paramount and WBD can sign a definitive merger agreement?

Paramount says the transaction "requires the expiration of a four business day match period, termination of the Netflix merger agreement and execution of a definitive merger agreement." Those contractual steps must occur before a signed deal can be completed.

Is Paramount soliciting proxies against the Netflix transaction?

Yes. Paramount filed a preliminary proxy statement and a BLUE proxy card and intends to solicit proxies to oppose the Proposed Netflix Transaction at a special meeting, as disclosed in the preliminary proxy materials filed January 22, 2026.

Who are Paramount’s financial and legal advisors on the proposal?

Paramount lists Centerview Partners LLC and RedBird Advisors as lead financial advisors, with Bank of America Securities, Citi, M. Klein & Company and LionTree as additional financial advisors, and Cravath, Swaine & Moore LLP and Latham & Watkins LLP as legal counsel.