WARNER BROS DISCOVERY INC SEC Filings

Paramount Skydance Corporation filed a current report describing a new step in its effort to acquire Warner Bros. Discovery. The company issued a press release announcing that it has submitted a revised offer letter to Warner Bros. Discovery’s board to buy all outstanding shares of its Series A common stock and has amended and extended its tender offer for those shares.

The filing also highlights extensive forward-looking risk factors tied to the potential transaction, including financing, regulatory and stockholder approvals, integration challenges, competitive pressures and broader industry, economic and operational risks. Paramount is also actively soliciting proxies against Warner Bros. Discovery’s proposed merger with Netflix and has filed a preliminary proxy statement and a Schedule TO for its tender offer.

Paramount Skydance, through subsidiary Prince Sub Inc., has amended its tender offer to buy all Series A shares of Warner Bros. Discovery for $30.00 in cash per share, now with additional “Ticking Consideration” and an extended expiration to 5:00 p.m. New York City time on March 2, 2026. The Ticking Consideration adds $0.00277778 per day after December 31, 2026, capped at $0.25 per 90-day period, if the merger has not yet closed when shares are accepted. Paramount positions this proposal as clearly superior to Warner Bros.’ existing cash merger agreement with Netflix, which offers $27.75 per share subject to downward adjustment for certain net debt levels. Financing for Paramount’s bid includes up to $44.9 billion of equity from the Ellison Trust and RedBird and $54 billion of debt financing, with a personal guarantee from Larry Ellison backing $44.6 billion of the equity commitments and an Ellison guarantee of key cash obligations including the $2.8 billion Netflix termination fee. The offer is not subject to any financing condition and is intended to be followed by a second-step merger, with appraisal rights potentially available only in that merger, not in the tender offer itself.

Warner Bros. Discovery and Netflix are advancing a major merger proposal, with Netflix soliciting proxies from WBD shareholders for a planned transaction that would combine Netflix with WBD after a spin-off of WBD’s Discovery Global business into a new company. In a televised interview, Netflix’s Chief Global Affairs Officer defended the deal’s benefits amid reports that the U.S. Department of Justice has opened an antitrust review and as state and European regulators engage.

Netflix characterizes the combination as largely vertical, pairing its global streaming platform with Warner Bros.’ century of film and TV franchises, theatrical distribution, and studio operations, and contrasts this with a competing Paramount–Skydance bid described as more horizontal. Netflix highlights past job growth, plans for cost savings focused on licensing fees rather than workforce cuts, and argues the merger would keep theatrical releases, expand content choices, and maintain what it describes as affordable pricing, while committing to an industry‑standard 45‑day theatrical exclusivity window.

Warner Bros. Discovery has agreed to a cash sale of its streaming and studios business to Netflix, paired with a spin-off of its linear TV networks. WBD will first complete a holding-company reorganization, then separate its Global Linear Networks segment and related assets into a new public company, Discovery Global, whose shares will be distributed pro rata to WBD stockholders.

After this Separation and Distribution, Netflix’s Merger Sub will merge into New WBD, leaving New WBD as a wholly owned Netflix subsidiary. Each share of New WBD common stock will be converted into the right to receive $27.75 in cash, subject to reduction based on how net debt is allocated between New WBD and Discovery Global. Management currently estimates consideration between $27.75 and $26.98 per share, with a theoretical minimum of $21.23 under an extreme allocation scenario, alongside the value of the distributed Discovery Global shares.

WBD’s board unanimously deems the merger and the related Old WBD conversion fair and in stockholders’ best interests, and recommends voting “FOR” the merger, conversion, and advisory compensation proposals at a virtual special meeting. The deal is subject to stockholder approval, extensive antitrust and foreign investment clearances, completion of the Separation Transaction, and other closing conditions. Either party may owe a significant termination fee if the merger is abandoned under specified circumstances, and properly dissenting holders have appraisal rights in connection with the merger under Delaware law.

State Street Corporation has filed a Schedule 13G disclosing a passive ownership stake in Warner Bros. Discovery, Inc. common stock. As of 12/31/2025, State Street reports beneficial ownership of 131,075,328 shares, representing 5.3% of the outstanding common stock.

State Street reports no sole voting or dispositive power, with shared voting power over 87,360,046 shares and shared dispositive power over 131,066,834 shares. The filing states the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Warner Bros. Discovery.

Netflix, Inc. filed a proxy-related communication outlining its proposed transaction with Warner Bros. Discovery, Inc. (WBD), which would include spinning off a WBD subsidiary called Discovery Global before closing. WBD has already filed a preliminary proxy statement and plans a registration statement for Discovery Global.

The document urges WBD stockholders and investors to read the proxy statement and related SEC filings, which will describe director and executive interests in the deal. It also includes extensive forward-looking statement disclosures, emphasizing that completion and benefits of the transaction depend on regulatory and stockholder approvals, successful separation and integration, retention of key personnel, and broader market, legal and economic conditions.

Netflix’s co-CEO Ted Sarandos testifies in support of Netflix’s proposed acquisition of Warner Bros.’ studios and HBO from Warner Bros. Discovery. He argues the deal will be pro-consumer, pro-jobs and pro-innovation, combining Netflix’s global streaming scale with Warner Bros.’ long-established production capabilities and intellectual property.

Sarandos highlights Netflix’s U.S. footprint of 10,000 full-time employees and productions supporting more than 150,000 U.S. cast and crew over the past decade. He notes plans to spend $20 billion on film and TV production in 2026, an $8 billion increase over 2018, with a majority in America.

The testimony emphasizes that Warner Bros. movies would continue to be released in theaters with 45‑day windows, that Warner Bros. would keep producing shows for third parties, and that existing jobs would be maintained and expanded. For consumers who subscribe to both Netflix and HBO Max, Sarandos says the combined company would offer a meaningful discount and a broader variety of shows and movies.

He frames competition in terms of total TV viewing, citing Nielsen data that YouTube holds nearly 13% of U.S. TV viewing, compared with about 9% for Netflix, and asserts the combined Netflix–Warner Bros. share would be around 10%, still behind YouTube and Disney. In streaming-only viewing, Netflix is described as about 19% of U.S. streaming TV, rising to roughly 20% with Warner Bros.

The filing also includes standard proxy and forward‑looking statement disclosures. It notes that Warner Bros. Discovery has filed a preliminary proxy statement for stockholder approval of the transaction and intends to register a new subsidiary, Discovery Global, to be spun off before closing, and urges investors to read the proxy materials when available.

Warner Bros. Discovery, Inc. is asking stockholders to approve a complex transaction in which Netflix will acquire its streaming and studios business for cash while its linear networks are spun off into a separate public company. Under the Merger Agreement, after an internal “holdco” reorganization, WBD will separate its Global Linear Networks and related assets into Discovery Global, then distribute all Discovery Global shares pro rata to WBD stockholders in a taxable distribution. Following this Separation Transaction, each share of New WBD common stock outstanding at the merger effective time will be converted into the right to receive $27.75 in cash per share, subject to possible downward adjustment based on how net debt is allocated between New WBD and Discovery Global. WBD’s board unanimously determined the merger and related steps are fair and in the best interests of stockholders and recommends voting FOR the merger, the conversion of “Old WBD” into an LLC, and the advisory compensation proposal. Approval of both the Merger Proposal and the Conversion Proposal by a majority of outstanding shares is required for the cash merger to close; if the merger closes, New WBD will become a wholly owned Netflix subsidiary and its stock will be delisted.