Welcome to our dedicated page for WARNER BROS DISCOVERY SEC filings (Ticker: WBD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Warner Bros. Discovery, Inc. (NASDAQ: WBD) SEC filings page on Stock Titan provides direct access to the company’s regulatory disclosures, including current reports on Form 8-K, annual and quarterly reports when filed, and transaction-related documents. These filings are essential for understanding how WBD structures its media and entertainment operations across cable and other subscription programming, streaming, studios and global networks, and how major strategic transactions are documented.
Recent Form 8-K filings describe several material events. One 8-K filed in December 2025 outlines the Agreement and Plan of Merger among Warner Bros. Discovery, Netflix, Inc., a Netflix subsidiary and a newly formed WBD subsidiary. This filing explains the planned holding company merger, the separation and distribution of WBD’s Global Linear Networks business into a SpinCo, and the subsequent merger of WBD’s Streaming & Studios business into a Netflix subsidiary. It details the cash and stock consideration for WBD shareholders, the Exchange Ratio mechanism, the Net Debt Adjustment tied to SpinCo’s net debt, and the treatment of WBD stock options, restricted stock units, deferred stock units and notional units.
Other 8-Ks describe the company’s strategic review of alternatives, including the potential separation of “Warner Bros.” and “Discovery Global,” and the clarification of executive employment and incentive arrangements in that context. Additional filings cover financing actions such as a Non-Investment Grade Leveraged Bridge Loan Agreement for a term loan facility, amendments to a multicurrency revolving credit agreement, and tender offers and consent solicitations for outstanding notes and debentures. Regular earnings-related 8-Ks furnish quarterly results and shareholder letters.
On this page, Stock Titan surfaces WBD’s SEC filings with real-time updates from EDGAR and AI-powered summaries that explain the structure and implications of complex documents. Investors can quickly see how the Netflix Merger Agreement is structured, how the planned separation of Streaming & Studios and Global Networks is documented, and how new debt facilities and tender offers affect WBD’s obligations. Users can also review filings related to executive compensation, leadership changes and other governance matters. These tools help readers interpret lengthy 10-K, 10-Q and 8-K filings, as well as any future proxy statements or registration statements connected to the Netflix transaction, the Discovery Global separation or competing proposals.
Warner Bros. Discovery filed an amendment to its Schedule 14D-9 describing an amended and restated merger agreement with Netflix. The revised deal keeps the merger consideration for WBD stockholders at $27.75 per share in cash, instead of a mix of cash and Netflix stock, and continues to include a spin-off of WBD’s Global Linear Networks business into Discovery Global, whose shares will be distributed pro rata to WBD stockholders.
The amended terms also reduce the “Specified Amount” of net indebtedness to be borne by Discovery Global at the separation date by $260 million. WBD’s board unanimously determined the amended Netflix transaction is fair and in the best interests of stockholders and continues to recommend that stockholders reject PSKY’s unsolicited $30.00 per share cash tender offer and not tender their shares. The merger agreement includes a $2.8 billion termination fee payable by WBD in certain circumstances and a $5.8 billion reverse termination fee payable by Netflix if the deal fails for specified regulatory reasons.
Warner Bros. Discovery is asking stockholders to approve a cash sale of its streaming and studio business to Netflix, paired with a spin-off of its linear TV networks. WBD will first complete a holding-company reorganization so that each share of existing WBD common stock becomes one share of New WBD, which will then hold the Streaming & Studios Business. The Global Linear Networks and related assets will be moved into a new company, Discovery Global, and all Discovery Global shares will be distributed pro rata to New WBD stockholders.
After this spin-off, Netflix’s subsidiary will merge with New WBD, and each share of New WBD common stock (with limited exceptions) will be converted into $27.75 in cash per share, subject to possible downward adjustment based on how net debt is split between New WBD and Discovery Global. The board unanimously recommends voting FOR the merger, the corporate conversion needed to complete the separation, and the advisory proposal on merger-related executive compensation. The cash merger price represents a roughly 121% premium to WBD’s prior unaffected trading price, and stockholders will also retain the distributed Discovery Global shares.
Warner Bros. Discovery and Netflix amended their previously announced merger agreement so that WBD stockholders will now receive $27.75 in cash per share at closing, instead of a mix of cash and Netflix stock, subject to a potential net debt adjustment. The complex structure is unchanged: WBD will first complete a holding-company reorganization, spin off its Global Linear Networks and certain other assets into a new company (“SpinCo”) and distribute SpinCo shares to WBD stockholders, while the remaining streaming and studios business will combine with Netflix. SpinCo is targeted to have net debt of $17.0 billion as of June 30, 2026, stepping down to $16.1 billion as of December 31, 2026, an amount reduced by $260 million versus the original agreement. The amended deal also details cash treatment for vested WBD options and RSUs, cash-based replacement awards for unvested equity, large reciprocal termination fees, and customary regulatory and stockholder approval conditions.
Paramount Skydance Corporation has filed additional proxy soliciting materials opposing the proposed merger between Netflix and Warner Bros. Discovery (WBD) and promoting its own bid for WBD. The filing reproduces a statement by Paramount’s Chief Legal Officer, Makan Delrahim, to a House Judiciary subcommittee, arguing that the Netflix–WBD merger is highly anticompetitive and, in his view, presumptively unlawful, while asserting that Paramount’s proposed transaction with WBD does not raise the same concerns. Paramount highlights its cash tender offer, made through wholly owned subsidiary Prince Sub Inc., to acquire all outstanding Series A common stock of WBD and notes that a potential negotiated business combination could follow.
The communication includes extensive forward-looking statement cautions describing risks around completing any transaction with WBD, obtaining stockholder and regulatory approvals, financing and leverage for a combined company, and achieving anticipated synergies. It also stresses that this is not an offer to buy or sell securities and urges WBD investors to read the Schedule TO tender offer materials and any future proxy statements or related SEC filings in full when available.
Paramount Skydance Corporation, through its wholly owned subsidiary Prince Sub Inc., is conducting a cash tender offer to purchase all outstanding shares of Series A Common Stock of Warner Bros. Discovery, Inc. at $30.00 per share, net to the seller in cash, without interest and less any required withholding taxes.
This Amendment No. 16 to the Schedule TO does not change the offer terms and instead updates the filing by adding a new exhibit. The added exhibit covers information that Paramount Skydance Corporation posted on www.StrongerHollywood.com on January 19, 2026, which is now formally incorporated into the tender offer materials.
Paramount Skydance Corporation filed additional proxy soliciting materials related to its proposal to acquire Warner Bros. Discovery (WBD) and its ongoing cash tender offer for all outstanding Series A common stock. The communication, originating from a LinkedIn post by Paramount’s Chief Legal Officer, is largely a detailed cautionary note on forward‑looking statements, outlining numerous business and transaction risks. It highlights uncertainties around the success of the tender offer, the possibility and terms of any business combination with WBD, and contrasts this with the previously announced merger agreement between WBD and Netflix. The filing also explains that Paramount and its affiliates may be deemed participants in soliciting proxies against the proposed WBD–Netflix transaction and directs investors to SEC filings, including Paramount’s Schedule TO, for complete terms and future proxy materials.
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.
A director of Warner Bros. Discovery, Inc. filed an amended Form 4 to correct the number of shares reported from the company’s 2022 merger with AT&T’s WarnerMedia business. The amendment shows the director acquired 3,673 shares of WBD Series A common stock on April 8, 2022 at a price of $0, reflecting shares received rather than a market purchase.
The shares came from the Reverse Morris Trust combination in which AT&T’s WarnerMedia assets were spun into Spinco and then merged into a Warner Bros. Discovery subsidiary. Each Spinco share was automatically converted into 0.241917 shares of WBD Series A common stock, and this automatic conversion generated the 3,673 shares now correctly reported as directly owned.
Netflix has announced a proposed $83 billion deal to buy Warner Bros. Discovery’s movie and TV business, a move that would combine two major entertainment libraries and distribution platforms. Co-chief executive Ted Sarandos emphasizes that, if completed, the combined company plans to increase content spending over time and maintain Warner Bros.’ theatrical film releases, generally using 45‑day cinema windows. The transaction structure is expected to include an S‑4 registration statement and a proxy statement/prospectus for Warner Bros. Discovery stockholders, along with a separate registration for a WBD subsidiary to be spun off before closing. The communication also outlines extensive risk factors and cautions that completion depends on shareholder approvals, regulatory clearances, successful separation steps and the ability to realize anticipated benefits.
Netflix, Inc. outlines a proposed transaction with Warner Bros. Discovery (WBD) that would involve issuing shares of Netflix common stock to WBD stockholders and spinning off a newly formed WBD subsidiary before closing. Netflix plans to file a Form S-4 registration statement that will include a joint proxy statement/prospectus, while WBD will file its own proxy materials and a separate registration statement for the spin-off vehicle. The communication stresses that investors should carefully read the future registration statement and proxy statement/prospectus when available, as they will contain important details about the deal and the parties involved.
The document also explains that Netflix, WBD and some of their directors and executive officers may be considered participants in soliciting proxies from WBD stockholders. It includes a detailed forward-looking statement disclaimer, listing risks such as failure to obtain stockholder or regulatory approvals, challenges in separating WBD’s Discovery Global and Warner Bros. businesses, difficulties realizing expected synergies, potential litigation, business disruption, and uncertainty about the long-term value of Netflix’s stock.