Warner Bros. Discovery (WBD) tender offer update from Paramount

Rhea-AI Filing Summary

Paramount Skydance Corporation, through its wholly owned subsidiary Prince Sub Inc., continues its tender offer to buy all outstanding shares of Warner Bros. Discovery, Inc. Series A common stock at $30.00 per share in cash, net to the seller, without interest and less any required withholding taxes. This amendment, labeled Amendment No. 15 to the Schedule TO, does not change the core economic terms of the offer but updates the filing by adding a new exhibit.

The exhibit added is a LinkedIn post by Makan Delrahim, Chief Legal Officer of Paramount Skydance Corporation, dated January 18, 2026. All other information in the prior Schedule TO filings remains in effect and is incorporated by reference.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 15)

Warner Bros. Discovery, Inc.

(Name of Subject Company (Issuer))

Prince Sub Inc.

(Offeror)

a direct wholly owned subsidiary of

Paramount Skydance Corporation

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Series A Common Stock, par value $0.01 per share

(Title of Class of Securities)

934423104

(CUSIP Number of Class of Securities)

Makan Delrahim

Chief Legal Officer

Paramount Skydance Corporation

1515 Broadway

New York, New York 10036

(212) 258-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Copies to:

Faiza J. Saeed Andrew J. Pitts C. Daniel Haaren Daniel J. Cerqueira Claudia J. Ricciardi Cravath, Swaine & Moore LLP Two Manhattan West 375 Ninth Avenue New York, New York 10001 (212) 474-1000 Ian Nussbaum Max Schleusener Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1200

¨ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

¨ issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 15 to Schedule TO (together with any exhibits and annexes attached hereto, and as it may be amended or supplemented from time to time, this “Amendment”) is filed by (i) Prince Sub Inc., a Delaware corporation (the “Purchaser”) and a direct wholly owned subsidiary of Paramount Skydance Corporation, a Delaware corporation (“Paramount”), and (ii) Paramount, and amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 8, 2025 (together with any amendments and supplements thereto, the “Schedule TO”)  by the Purchaser and Paramount. This Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of Series A Common Stock, par value $0.01 per share (the “Shares”), of Warner Bros. Discovery, Inc., a Delaware corporation (“Warner Bros.”), at $30.00 per share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 8, 2025 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO filed with the SEC on December 8, 2025, and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer”), a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO filed with the SEC on December 8, 2025.

Except as otherwise set forth in this Amendment, the information in Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit.

(a)(5)(X) LinkedIn Post by Makan Delrahim, Chief Legal Officer of Paramount Skydance Corporation, on January 18, 2026

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: January 20, 2026

	PARAMOUNT SKYDANCE CORPORATION
	By:	/s/ Stephanie Kyoko McKinnon
		Name:	Stephanie Kyoko McKinnon
		Title:	General Counsel

	Prince sub inc.
	By:	/s/ Stephanie Kyoko McKinnon
		Name:	Stephanie Kyoko McKinnon
		Title:	General Counsel

EXHIBIT INDEX

Index No.
(a)(5)(X)		LinkedIn Post by Makan Delrahim, Chief Legal Officer of Paramount Skydance Corporation, on January 18, 2026

FAQ

What is Paramount Skydance offering for Warner Bros. Discovery (WBD) shares?

Paramount Skydance, through Prince Sub Inc., is offering $30.00 in cash per share for all outstanding shares of Warner Bros. Discovery, Inc. Series A common stock, net to the seller, without interest and less any required withholding taxes.

Does this Amendment No. 15 change the $30.00 per share tender offer price for WBD?

No. The amendment states that the tender offer remains at $30.00 per share in cash and otherwise incorporates the existing Schedule TO information by reference.

Who are the main parties involved in this tender offer for Warner Bros. Discovery (WBD)?

The offer is being made by Prince Sub Inc., a direct wholly owned subsidiary of Paramount Skydance Corporation, to purchase shares of Warner Bros. Discovery, Inc. Series A common stock.

What does Amendment No. 15 to the Schedule TO add to the tender offer disclosure?

Amendment No. 15 updates Item 12 (Exhibits) by adding a new exhibit described as a LinkedIn post by Makan Delrahim, Chief Legal Officer of Paramount Skydance Corporation, dated January 18, 2026.

Is Amendment No. 15 the final amendment reporting the results of the tender offer for WBD?

The cover includes a checkbox for indicating a final amendment reporting results, but the excerpt does not show that this tender offer is being reported as finally completed in this amendment.

Who signed Amendment No. 15 to the Schedule TO for Paramount Skydance and Prince Sub Inc.?

Stephanie Kyoko McKinnon, General Counsel, signed the amendment on behalf of both Paramount Skydance Corporation and Prince Sub Inc.