Netflix (WBD: WBD) outlines stock-for-stock acquisition of Warner Bros. Discovery

Rhea-AI Filing Summary

Netflix and Warner Bros. Discovery (WBD) describe a proposed transaction in which Netflix plans to acquire WBD, with Netflix issuing shares of its common stock and WBD spinning off a newly formed subsidiary before the deal closes. The communication emphasizes that this is not an offer to sell securities or a solicitation of votes, and that any offer will be made only through a formal prospectus. It contains extensive forward-looking statement disclosures, highlighting that completion of the transaction depends on stockholder and regulatory approvals, successful separation of WBD businesses, and other closing conditions.

The text outlines key risks such as the possibility the deal is not completed, delays or difficulties integrating the two businesses, shifts in consumer viewing trends, potential litigation, business disruption, and the ability to retain key personnel. It also notes that legislative, regulatory, tax and economic developments could affect both companies. Investors in Netflix and WBD are urged to read the future Form S-4 registration statement and the joint proxy statement/prospectus, which will be filed with the SEC and made available free of charge on the companies’ investor relations websites.

Insights

M&A and capital markets analyst

Netflix plans a stock‑based acquisition of WBD subject to major approvals and execution risks.

The communication describes a proposed acquisition in which Netflix will issue shares of its common stock to acquire Warner Bros. Discovery (WBD), with WBD spinning off a newly formed subsidiary before closing. Structuring the deal through a Form S-4 registration statement and a proxy statement/prospectus signals a stock-for-stock transaction requiring approval from WBD stockholders and relevant regulators. This structure is typical for large, strategic media combinations.

The forward-looking statement section lists numerous risks that could materially alter outcomes, including failure to obtain stockholder or regulatory approvals, complications in separating WBD’s Discovery Global and Warner Bros. businesses, and not realizing expected synergies. Additional risks include potential litigation, business disruption, adverse reactions from partners, difficulty retaining key personnel, and uncertainty about the long-term value of WBD’s common stock. These caveats underscore that the transaction is not certain to close and that integration could be complex.

Investors are directed to rely on the forthcoming Form S-4 registration statement and joint proxy statement/prospectus for detailed terms, risk factors, and disclosures about the transaction, Netflix, and WBD. Those documents will be filed with the SEC and made available through Netflix’s and WBD’s investor relations sites, providing the primary basis for evaluating the deal once they are published.

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

CONFIDENTIAL

Help Center FAQs (page to be linked out to main customer notice): https://help.netflix.com/en

Q: Why is Netflix acquiring Warner Bros.?

• This acquisition unites our leading entertainment service with Warner Bros.’ iconic stories, bringing some of the world’s most beloved franchises like Harry Potter, Friends, The Big Bang Theory, Casablanca, Game of Thrones and the DC Universe together with Stranger Things, Wednesday, Squid Game, Bridgerton and KPop Demon Hunters. You can read more here.

Q: What from Warner Bros. is Netflix acquiring?

• Our acquisition includes Warner Bros.’ film and television studios, HBO Max and HBO.

Q: What does this mean for my membership?

• Nothing is changing with your membership today. The transaction is subject to regulatory and shareholder approvals. We expect to close the transaction in 12-18 months. You’ll hear from us when we have more to share.

Q: Will there be any changes to my monthly subscription plan?

• Nothing is changing with your current plan. Continue enjoying our variety of quality movies, TV shows, games and live programming all on your current membership plan.

Q: Am I able to access HBO Max or other Warner Bros. services on Netflix now?

• No, you should continue to access these services separately.

Q: When will Warner Bros. shows become available on Netflix?

• Nothing is changing with content currently on Netflix. Netflix and Warner Bros. will remain separate until the transaction is closed.

Q: What if I already have an HBO Max subscription, should I cancel?

• Netflix and Warner Bros. will remain separate until the transaction is closed.

Q: Will my watch history, recommendations, or profiles change because of the acquisition?

• Nothing is changing with your Netflix experience.

Q: Will Warner Bros. keep making new films and series?

• Yes, Warner Bros. will continue to operate separately.

Q: Where to find official updates about this

• For the latest official information, continue to check this Help Center article or our Netflix Newsroom.

ADDITIONAL INFORMATION ABOUT THE TRANSACTION CAN BE FOUND HERE.

* * *

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 does Netflix’s proposed transaction with Warner Bros. Discovery (WBD) involve?

The proposed transaction involves Netflix acquiring Warner Bros. Discovery (WBD), with Netflix planning to issue shares of its common stock and WBD planning to spin off a newly formed subsidiary before the closing of the deal. The exact terms and structure will be detailed in a registration statement on Form S-4 and a joint proxy statement/prospectus to be filed with the SEC.

Which SEC filings will describe the Netflix–WBD acquisition in detail?

Netflix intends to file a registration statement on Form S-4, which will include a prospectus for the Netflix common stock to be issued and a proxy statement/prospectus for WBD stockholders. WBD also intends to file a registration statement for a newly formed subsidiary it will spin off prior to closing. These documents will contain detailed information about the proposed transaction and related risks.

Where can investors in WBD and Netflix obtain official documents about the proposed acquisition?

Investors can obtain the documents filed with the SEC by Netflix free of charge at its investor relations site at https://ir.netflix.net/home/default.aspx. Documents filed by WBD can be obtained free of charge at its investor relations site at https://ir.wbd.com. The registration statement on Form S-4 and the proxy statement/prospectus will also be available through the SEC’s filing system.

Is this communication an offer to buy or sell Netflix or WBD securities?

No. The text explicitly states that it does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor a solicitation of any vote or approval. 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.

What are some key risks mentioned related to the Netflix–WBD transaction?

The communication lists multiple risks, including not completing the transaction on anticipated terms or timing, failure to obtain stockholder and regulatory approvals, challenges in separating WBD businesses, and not realizing anticipated benefits or synergies. It also notes potential litigation, business disruption, changes in consumer viewing trends, difficulty retaining key personnel, and broader legislative, regulatory, tax and economic developments that could affect Netflix and WBD.

Who may be considered participants in the proxy solicitation for the WBD stockholder vote?

Netflix, WBD, and certain of their respective directors and executive officers may be deemed participants in the solicitation of proxies from WBD stockholders in connection with the proposed transaction. Information about their interests, including security holdings, will be included in the proxy statement/prospectus filed with the SEC.

How can investors learn more about Netflix and WBD directors and executive officers ahead of the vote?

Information about WBD’s directors and executive officers is available in its Schedule 14A proxy statement for the 2025 Annual Meeting, its Form 10-K for the year ended December 31, 2024, and subsequent SEC filings. Information about Netflix’s directors and executive officers is available in its Schedule 14A proxy statement for the 2025 Annual Meeting and any subsequent SEC filings.