Paramount (NASDAQ: PSKY) counters WBD–Netflix merger with $30 all-cash tender offer

Rhea-AI Filing Summary

Paramount Skydance Corporation is urging Warner Bros. Discovery (WBD) shareholders to oppose WBD’s proposed merger with Netflix and support Paramount’s competing bid. Paramount highlights that WBD’s proxy materials state Netflix’s merger consideration ranges from $21.23 to $27.75 per share, while Paramount is offering $30 per share in cash, plus a previously disclosed $0.25 per-share, per-quarter ticking fee until closing. WBD and Netflix have granted Paramount a 7‑day waiver to negotiate, and WBD is continuing toward a March 20 special meeting to vote on the Netflix deal. Paramount says it will continue its tender offer, solicit votes against the Netflix merger, and plans to nominate its own slate of directors at WBD’s upcoming annual meeting.

Positive

• Higher cash consideration vs. disclosed Netflix range: Paramount is publicly offering WBD shareholders $30 per share in cash, above the $21.23–$27.75 per-share merger consideration range described for the Netflix transaction in WBD’s proxy materials, potentially improving value terms if the competing proposal succeeds.

Negative

• None.

Insights

M&A and corporate governance analyst

Competing all-cash bid intensifies the WBD–Netflix deal landscape.

Paramount is positioning a $30 per-share all-cash tender offer for WBD against the proposed merger with Netflix, which WBD’s proxy materials describe as offering a range of merger consideration between $21.23 and $27.75 per share.

This sets up a classic contest between a cash bid and a strategic stock-based combination, with timing, regulatory approvals and integration risks all flagged in Paramount’s extensive forward-looking risk disclosures. The 7‑day waiver for negotiations introduces a tight initial window but does not guarantee a negotiated outcome.

For WBD investors, the key variables are whether WBD’s board reassesses the Netflix agreement in light of the higher nominal cash value and how shareholders vote at the March 20 special meeting on the Netflix transaction. Subsequent SEC materials from each party will clarify terms and conditions if deal structures evolve.

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
¨	Definitive Additional Materials
x	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 17, 2026

The following is a press release issued by Paramount Skydance Corporation, dated February 17, 2026.

 

PARAMOUNT COMMENTS ON WARNER BROS. DISCOVERY DISCLOSURES

Los Angeles and New York, February 17, 2026 – Paramount Skydance Corporation (NASDAQ: PSKY) (“Paramount”) today provided the following statement in regards to disclosures by Warner Bros. Discovery, Inc. (NASDAQ: WBD) (“WBD”):

Paramount acknowledges the announcement from Warner Bros. Discovery that, acting with Netflix, they have decided to provide Paramount a 7-day “waiver” for negotiation. In doing so, the WBD Board has chosen to avoid making the customary determination under the Netflix merger agreement that Paramount's superior $30 per share all-cash offer "could reasonably be expected to result in" a superior proposal, which would have given it an unfettered right to negotiate without a time deadline.

The Board has also elected to proceed with convening its special shareholder meeting on March 20 to seek approval of the Netflix merger and has commenced mailing its proxy materials, which state that the range of merger consideration offered to WBD shareholders will be a minimum of $21.23 to a maximum of $27.75.

By contrast, Paramount already offers a higher value of $30 per share, all-cash and a more expeditious and certain path to closing a transaction, including with the previously disclosed addition of a $0.25 per-share, per-quarter ticking fee.

Although the Board’s actions are unusual, Paramount is nonetheless prepared to engage in good faith and constructive discussions. At the same time, we will continue to advance our tender offer, maintain our solicitation in opposition to the inferior Netflix merger, and proceed with our intention to nominate a slate of directors at the upcoming WBD annual meeting.

***

Shareholders with questions about how to vote their WBD shares AGAINST the inferior Netflix transaction may contact Paramount’s proxy solicitor Okapi Partners at (212) 297-0720, Toll-Free: (844) 343-2621, or by email at info@okapipartners.com.

The tender offer statement and related materials have been filed with the SEC. WBD shareholders who need additional copies of the tender offer statement and related materials or who have questions regarding the offer should contact Okapi Partners LLC, the information agent for the tender offer, toll-free at (844) 343-2621.

Paramount urges WBD shareholders to register their preference for Paramount’s superior offer with the WBD Board of Directors by tendering their shares today.

WBD shareholders and other interested parties can find additional information about Paramount's superior offer at www.StrongerHollywood.com.

***

About Paramount, a Skydance Corporation

Paramount, a Skydance Corporation is a leading, next-generation global media and entertainment company, comprised of three business segments: Studios, Direct-to-Consumer, and TV Media. Paramount’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+, Paramount TV, and Skydance’s Animation, Film, Television, Interactive/Games, and Sports divisions. For more information, visit 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 (as it may be amended or supplemented), 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’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.

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

FAQ

What is Paramount offering WBD shareholders compared with the Netflix merger?

Paramount is offering WBD shareholders $30 per share in cash, plus a $0.25 per-share, per-quarter ticking fee. WBD’s proxy materials state the Netflix merger consideration ranges from $21.23 to $27.75 per share, creating a clear value comparison for investors.

What action is Paramount asking Warner Bros. Discovery (WBD) shareholders to take?

Paramount is urging WBD shareholders to vote against the proposed Netflix merger at the March 20 special meeting and to tender their shares into Paramount’s all-cash offer, while also supporting Paramount’s proxy efforts and potential director nominations at WBD’s annual meeting.

What is the significance of the 7-day waiver granted to Paramount by WBD and Netflix?

WBD, acting with Netflix, granted Paramount a 7-day waiver to negotiate, instead of making the customary determination that Paramount’s $30 all-cash proposal could reasonably be expected to be superior. This allows limited negotiations while WBD continues toward the Netflix merger vote.

How is Paramount advancing its tender offer for Warner Bros. Discovery shares?

Paramount has filed a Schedule TO for its tender offer through Prince Sub Inc. to buy all outstanding WBD Series A common stock for cash. It has engaged Okapi Partners as information agent and is directing WBD shareholders to offer documents and support channels for questions.

What risks and uncertainties does Paramount highlight about its proposed WBD transaction?

Paramount lists numerous risks, including that the tender offer may not succeed, the parties may not agree on a business combination, regulatory and stockholder approvals may not be obtained, financing and leverage considerations, and challenges integrating WBD’s operations and achieving expected synergies.

How is Paramount seeking to influence WBD’s governance regarding the Netflix deal?

Paramount has launched a proxy solicitation against the Netflix merger using a BLUE proxy card and plans to nominate a slate of directors at WBD’s annual meeting, aiming to reshape board oversight of strategic options, including its own competing transaction proposal.