Warner Bros. Discovery (NASDAQ: WBD) outlines proposed acquisition by Netflix

Rhea-AI Filing Summary

Warner Bros. Discovery is the subject of a planned acquisition by Netflix, as Netflix announced that it intends to acquire Warner Bros. and combine their entertainment businesses. The transaction is expected to be structured as a stock deal, with Netflix planning to file a Form S-4 registration statement covering shares of its common stock to be issued and a joint proxy statement/prospectus for Warner Bros. Discovery stockholders.

The closing of the proposed transaction is uncertain and subject to numerous conditions, including stockholder approval at Warner Bros. Discovery, multiple regulatory approvals, and the prior spin-off of a newly formed WBD subsidiary holding Discovery Global and Warner Bros. businesses. The companies highlight significant risks, such as potential delays, integration challenges, litigation, business disruption, talent retention issues and adverse market or regulatory developments, all of which could cause actual outcomes to differ materially from current expectations.

Insights

Media & M&A analyst

Netflix plans an all-stock acquisition of Warner Bros. Discovery, but completion is highly conditional.

The communication states that Netflix has announced an acquisition of Warner Bros. Discovery (WBD), positioning the combined group to create a broader entertainment offering. Structurally, Netflix plans to file a Form S-4 registration statement for shares of its common stock that would be issued in the transaction, while WBD will provide a proxy statement so its stockholders can vote.

The deal faces numerous stated conditions and risks. Completion depends on WBD stockholder approval, regulatory clearances, a prior separation of a newly formed WBD subsidiary holding Discovery Global and Warner Bros. businesses, and maintaining business performance during the pending period. The text also notes potential litigation, business disruption, difficulty retaining key personnel, and uncertain long‑term value for WBD stock as explicit risks.

Because no valuation, exchange ratio or timing details are provided here, the financial impact on current WBD stockholders is not quantified. The main takeaway is that a transformative control transaction is proposed, but its outcome, timing and eventual economics will depend on future SEC filings, regulatory reviews, and the required WBD stockholder vote.

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

TWITTER:

Today, Netflix announced our acquisition of Warner Bros. Together, we’ll define the next century of storytelling, creating an extraordinary entertainment offering for audiences everywhere.

LINKEDIN:

Today, Netflix announced our acquisition of Warner Bros. Together, we’ll define the next century of storytelling, creating an extraordinary entertainment offering for audiences everywhere.

INSTAGRAM:

Today, Netflix announced our acquisition of Warner Bros. Together, we’ll define the next century of storytelling, creating an extraordinary entertainment offering for audiences everywhere.

* * *

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 15, 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 did Netflix announce regarding Warner Bros. Discovery (WBD)?

Netflix announced its proposed acquisition of Warner Bros. Discovery, stating that together the companies aim to define the next century of storytelling and create an expanded entertainment offering for audiences worldwide.

Is the Netflix acquisition of Warner Bros. Discovery already completed?

No. The communication describes a proposed transaction whose completion is subject to multiple conditions, including stockholder and regulatory approvals, completion of a WBD business separation and satisfaction of other closing requirements.

How will the Netflix and Warner Bros. Discovery deal be structured for WBD stockholders?

Netflix intends to file a Form S-4 registration statement that will include a prospectus for the shares of Netflix common stock to be issued in the transaction and a joint Proxy Statement/Prospectus for Warner Bros. Discovery stockholders to consider when voting on the proposed transaction.

What major risks to the Netflix–WBD acquisition are highlighted?

The text lists many risks, including failure to obtain stockholder and regulatory approvals, failure to complete the separation of WBD’s Discovery Global and Warner Bros. businesses, inability to realize expected synergies, potential litigation, business disruption, challenges retaining key personnel, and broader economic, legislative and regulatory developments.

Where can Warner Bros. Discovery (WBD) investors find more information about the proposed Netflix deal?

Investors are urged to read the Form S-4 registration statement and Proxy Statement/Prospectus when available, which will be filed with the SEC. Netflix’s SEC filings will be available at https://ir.netflix.net/home/default.aspx and WBD’s filings at https://ir.wbd.com free of charge.

Are Netflix or WBD offering or selling securities through this announcement?

No. The communication explicitly states that it does not constitute an offer or solicitation to sell or buy securities, and that any offer of securities will only be made by means of a prospectus that meets the requirements of Section 10 of the Securities Act of 1933 and applicable law.

Who may be considered participants in the proxy solicitation for the Netflix–WBD deal?

Netflix, WBD and certain of their respective directors and executive officers may be deemed participants in the solicitation of proxies from WBD stockholders. Information about their interests will be included in the Proxy Statement/Prospectus filed with the SEC.