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Netflix filed a Schedule 14A proxy statement pursuant to Rule 14a-12 in connection with its proposed transaction with Warner Bros. Discovery. The Proxy Statement was first mailed to WBD stockholders on or around February 17, 2026.
The filing includes a transcript of Netflix Co-CEO Ted Sarandos on February 20, 2026, reiterating Netflix’s commitment to a 45-day theatrical exclusivity, noting competing offer dynamics (Netflix bid $27.75 per share; a rival bid around $30–$31 was discussed), and confirming retained rights to match competing proposals.
Paramount Skydance Corporation reports the 10-day HSR waiting period expired on February 19, 2026 following its certification of compliance with the Department of Justice's Second Request related to its all-cash offer to purchase all shares of Warner Bros. Discovery, Inc.
The expiration means there is no statutory U.S. impediment under the HSR Act to closing the proposed acquisition, subject to a definitive merger agreement, shareholder approval and regulatory clearance in other jurisdictions; Paramount secured Germany clearance on January 27, 2026.
Netflix filed a Schedule 14A proxy communication in connection with its proposed acquisition of Warner Bros. Discovery’s studios and HBO Max assets. Netflix says its offer provides $27.75 per WBD share plus the value of the separated Discovery Global unit and cites a shareholder vote set for March 20, 2026.
The filing includes interview transcripts in which Netflix’s co-CEO Ted Sarandos defends the transaction, notes a seven-day window to surface Paramount’s competing proposal, describes ongoing antitrust reviews with U.S. and international regulators, and states intentions to preserve theatrical windows (a 45‑day theatrical exclusivity), continue box office reporting, and offer HBO as a standalone product.
Paramount Skydance Corporation urges Warner Bros. Discovery (WBD) shareholders to reject the proposed Netflix transaction and tender to Paramount’s $30 per share all-cash offer. Paramount says the Netflix deal would deliver cash per share in a range of $21.23 to $27.75 plus uncertain Discovery Global shares, which Paramount highlights as carrying downside risk tied to up to $17 billion of debt. Paramount frames its $30 cash bid as certain, faster to close, and pro-competitive versus regulatory and valuation risks it attributes to the Netflix proposal, and asks shareholders to vote AGAINST the Netflix merger at the special meeting on March 20, 2026 and tender shares to Paramount’s offer.
Warner Bros. Discovery received a final amendment to a tender offer by Prince Sub Inc., a wholly owned subsidiary of Paramount Skydance Corporation, to purchase all outstanding Series A common shares at $30.00 per share.
The amendment (No. 22) supplements the Schedule TO and attaches a shareholder letter dated February 19, 2026, and otherwise incorporates the Offer to Purchase dated December 8, 2025.
Warner Bros. Discovery, Inc., through its wholly owned subsidiary Discovery Global Holdings, Inc., amended its existing non-investment grade leveraged bridge loan agreement. The amendment extends the bridge loan’s maturity to the earlier of June 30, 2027 or the date a specified spin-off occurs, with Warner Bros. Discovery continuing as parent guarantor and JPMorgan Chase Bank, N.A. serving as administrative and collateral agent.
Netflix files a Schedule 14A proxy communication supporting its signed agreement to acquire Warner Bros. assets. The company says its offer provides $27.75 per WBD share plus the value of Discovery Global and contrasts that with a competing $31 per-share proposal from Paramount Skydance. Netflix states it has the only signed deal, allowed Paramount Skydance a seven-day negotiation window, and notes a WBD shareholder vote scheduled for March 20, 2026. The filing reiterates regulatory and closing conditions and lists customary risks and forward-looking disclaimers.
Netflix urges Warner Bros. Discovery (WBD) stockholders to vote to approve its board‑recommended merger with WBD. The proposal offers $27.75 per share in cash, described as approximately $72B total equity value and $82.7B enterprise value, and is expected to close in 12-18 months from December 4, 2025, subject to regulatory and stockholder approvals and customary closing conditions.
Netflix highlights strategic aims including maintaining theatrical windows (a 45‑day window), preserving HBO programming, and leveraging global reach across 190+ countries. Netflix discloses a $20B planned content investment for 2026, expects $2-3 billion of annual cost savings by year three, and projects the transaction to be accretive to GAAP EPS by year two.
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.
Warner Bros. Discovery, Inc. filed Amendment No. 8 to its Schedule 14D-9 in response to the unsolicited tender offer by Prince Sub Inc., a wholly owned subsidiary of Paramount Skydance Corporation, to purchase all outstanding shares of WBD Series A common stock. The amendment updates the company’s earlier recommendation statement to add a new exhibit covering additional communications related to the offer dated February 17, 2026. The filing is signed by Chief Legal Officer Priya Aiyar, reaffirming the company’s certification of the accuracy of the updated disclosure.