Warner Bros. Discovery (WBD) targeted by Netflix in planned Warner Bros. acquisition

Rhea-AI Filing Summary

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.

Positive

• Definitive agreement for Netflix to acquire Warner Bros. including the Warner Bros. film and television studios, HBO Max and HBO, signaling a potentially transformative combination in global entertainment.
• Management’s stated strategic rationale that Warner Bros.’ brands and libraries may perform better within Netflix’s global, data-driven streaming model, potentially enhancing long-term content monetization and audience reach.

Negative

• Completion risk and lengthy closing timeline, with closing expected in approximately 12–18 months and explicitly subject to multiple regulatory approvals, Warner Bros. Discovery stockholder approval and other conditions.
• Extensive forward‑looking risk factors outlining potential failure to realize anticipated benefits, integration challenges, possible litigation, business disruption, and adverse reactions from employees, partners or customers related to the proposed transaction.

Insights

Media & Telecom M&A Analyst

Netflix’s planned acquisition of Warner Bros. signals a potentially transformative media consolidation, but closing and benefits remain uncertain.

The communication states that Netflix has reached a definitive agreement to acquire Warner Bros., including HBO Max and HBO. Management frames the rationale as combining Netflix’s global reach and technology with Warner Bros.’ brands and content libraries to enhance performance on both sides. This positions the deal as a strategic move to deepen content scale and diversify franchises under a single platform.

The announcement emphasizes that the companies will remain separate until closing, which is expected in 12–18 months, and that completion is subject to regulatory approvals, Warner Bros. Discovery stockholder approval, and other customary conditions. The lengthy forward-looking statement section highlights multiple risks, including failure to obtain approvals, delays in closing, integration challenges, potential litigation, and business disruption during the pendency of the deal.

The filing notes that more detailed information, including the terms of the consideration and interests of directors and officers, will appear in a forthcoming Form S-4 registration statement and proxy statement/prospectus to be filed with the SEC. Actual impact on Warner Bros. Discovery stockholders will depend on those terms, regulatory outcomes, and how effectively the combined businesses are integrated after closing.

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

Shaping the Future of Entertainment with Warner Bros.

Greg Peters 

Cc: Ted Sarandos 

Bcc: 

Hi everyone,

We have some big news to share today. Netflix has reached a definitive agreement to acquire Warner Bros., which includes the Warner Bros. film and television studios, HBO Max and HBO.

The rationale is simple and compelling: our business will be better with these assets, and these assets will perform better within our business model. Uniting Netflix’s exceptional innovation, global reach and entertainment with Warner Bros.’ brands, franchises and storied libraries, will mean more joy for our members, more opportunities for creators and more ways for us to entertain the world.

We haven’t done something like this before. But that was true for almost everything that defines Netflix today—from streaming, to going global, to originals, paid sharing, ads, live, and games. We’ve succeeded because we’ve built a culture that embraces big challenges, stays curious, learns fast and executes well— and that’s exactly what will make this work.

We know a lot of you are probably wondering what this means for you. And right now, the answer is for almost everyone there are no changes in your day-to-day work. Netflix and Warner Bros. will remain separate companies until the deal closes, which we expect to happen in 12-18 months subject to regulatory approvals, approval by Warner Bros. Discovery’s shareholders and other customary closing conditions.

A small, designated group is focused on the deal and integration planning. For everyone else, you can continue to stay locked in on our 2026 priorities, which will continue to be a key part of how we’ll deliver greater member value now and in the future.

If you take anything away from this news, we hope it’s this: Netflix is not standing still. At a time when people have never had more entertainment options, we’re well-positioned to enter this next chapter, with a healthy core business and plenty of room to grow. There’s a lot of work ahead, but also an incredible opportunity to shape the future of entertainment together. We couldn’t be more excited.

This is an important moment for all of us, and we want to make sure we share as much as we can and that we continue to bring you along. There is a lot of information we are still working through, but please join us for a quick livestream later today at 9am PT.

Greg and Ted

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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 major transaction involving Warner Bros. Discovery (WBD) is described in this filing?

The filing describes a definitive agreement for Netflix to acquire Warner Bros., which includes the Warner Bros. film and television studios, HBO Max and HBO, with Warner Bros. Discovery as the subject company.

How long is the closing of the Netflix–Warner Bros. Discovery deal expected to take?

The communication states that Netflix and Warner Bros. Discovery expect the deal to close in approximately 12–18 months, subject to regulatory approvals, approval by Warner Bros. Discovery’s stockholders and other customary closing conditions.

What is the stated strategic rationale for Netflix acquiring Warner Bros.?

Netflix explains that its business will be better with Warner Bros.’ assets and those assets will perform better within Netflix’s business model, citing the combination of Netflix’s innovation and global reach with Warner Bros.’ brands, franchises and storied content libraries.

Will there be immediate changes for Warner Bros. Discovery and Netflix employees or operations?

According to the communication, Netflix and Warner Bros. will remain separate companies until the deal closes, and for almost everyone there are no changes to day‑to‑day work during this period, aside from a small group focused on deal and integration planning.

What risks and uncertainties related to the proposed Netflix–WBD transaction are highlighted?

The forward‑looking statements section notes risks such as failure to obtain regulatory or stockholder approvals, inability to complete the transaction, challenges realizing anticipated synergies, potential litigation, business disruptions, and adverse reactions from key stakeholders.

Where can Warner Bros. Discovery (WBD) investors find detailed information about the deal terms?

The filing explains that detailed information will be included in a registration statement on Form S-4 to be filed by Netflix, containing a proxy statement/prospectus for WBD stockholders, and in related SEC filings that will be available free of charge on the investor relations websites of Netflix and WBD.

Does this communication constitute an offer to buy or sell securities of Warner Bros. Discovery or Netflix?

No. The text expressly states that the communication does not constitute an offer to sell or a solicitation of an offer to buy any securities or a solicitation of any vote or approval, and that any offer will only be made by means of a prospectus that meets applicable legal requirements.