Paramount Skydance Corporation posted on social media on February 27, 2026 describing its proposed acquisition of Warner Bros. Discovery, Inc. The post states that WBD will file proxy materials with the SEC in connection with the proposed transaction and urges WBD stockholders to read those materials.
The communication identifies potential risks verbatim, including Hart-Scott-Rodino antitrust clearance, uncertainty as to the percentage of WBD stockholders who will vote to approve the proposed transaction, possible delays or non-completion, employee departures or management distraction, stockholder litigation, and integration and operational risks for Paramount and WBD.
Paramount Skydance and its subsidiary terminated a previously announced cash tender offer for Warner Bros. Discovery shares. The Purchaser had offered to buy Series A common shares at $30.00 per share under the Offer dated December 8, 2025. On February 27, 2026, Paramount and the Purchaser entered into a Merger Agreement with Warner Bros.; the Merger Agreement did not provide for a tender offer, and the Offer was terminated concurrently. As a result, no shares were accepted or paid for under the Offer, and tendered shares will be returned to tendering stockholders.
Warner Bros. Discovery describes its global media operations and highlights a planned cash acquisition by PSKY. Under the PSKY Merger Agreement, each WBD share is expected to be converted into $31.00 in cash plus a small daily “Ticking Consideration” after September 30, 2026.
The 10-K explains that the deal depends on shareholder approval, regulatory clearances and other conditions, and may not close, with outside dates in 2027. It notes termination fees, including a $2.8 billion Netflix termination fee paid on WBD’s behalf, a potential $3.0 billion fee and reimbursements owed by WBD if the PSKY deal fails under certain circumstances, and a $7.0 billion fee PSKY may owe WBD. WBD also outlines segment performance drivers, 131.6 million streaming subscribers as of December 31, 2025, significant industry headwinds in linear TV and advertising, heavy competition for content and sports rights, regulatory and piracy risks, labor disruption exposure, high leverage and potential goodwill impairments.
Warner Bros. Discovery, Inc. has agreed to be acquired by Paramount Skydance Corporation in an all-cash merger. WBD stockholders will receive $31.00 in cash per share, plus a per-day “ticking” amount if closing occurs after September 30, 2026, up to $0.25 per quarter.
The deal values WBD at $81 billion of equity and $110 billion of enterprise value and is backed by $47 billion of new equity and $54 billion of debt commitments. Closing is targeted for Q3 2026 and requires WBD stockholder approval and regulatory clearances.
Paramount has terminated its prior tender offer for WBD, and WBD has terminated its earlier merger agreement with Netflix; PSKY paid Netflix a $2.8 billion cash termination fee on WBD’s behalf. The new Merger Agreement includes a $3 billion company termination fee payable to PSKY in certain circumstances and a $7 billion regulatory termination fee payable by PSKY to WBD if regulatory conditions block closing.
Paramount Skydance filed proxy materials concerning its unsolicited proposal to acquire Warner Bros. Discovery for $31 per share in cash. Paramount says WBD’s board has determined Paramount’s offer is a “Company Superior Proposal” under WBD’s merger agreement with Netflix, and that completing Paramount’s proposed transaction "requires the expiration of a four business day match period, termination of the Netflix merger agreement and execution of a definitive merger agreement."
The filing notes the Hart-Scott-Rodino waiting period applicable to Paramount’s acquisition expired at 11:59 pm on February 19, 2026. Paramount and Prince Sub Inc. are pursuing a Tender Offer, have filed proxy materials, and list Centerview Partners LLC and RedBird Advisors as lead financial advisors.
Prince Sub Inc., a direct wholly owned subsidiary of Paramount Skydance Corporation, filed Amendment No. 26 to its Schedule TO regarding its tender offer to purchase all outstanding shares of Warner Bros. Discovery, Inc. at $30.00 per share, net to the seller in cash, pursuant to the Offer to Purchase dated December 8, 2025.
The amendment supplements Item 12 by adding an exhibit and confirms that, except as amended here, the original Schedule TO remains unchanged and is incorporated by reference. The filing is dated February 26, 2026.
Warner Bros. Discovery, Inc. reported that Chief Executive Officer David Zaslav acquired large equity awards in the form of Series A Common Stock on February 24, 2026. He received 2,094,242 shares from 2025 annual performance-based restricted stock units and 2,006,982 shares from 2025 supplemental performance-based restricted stock units.
These awards were earned after the compensation committee certified that 2025 strategic objectives and free cash flow performance had been achieved and exceeded pre-established targets. To cover related tax withholding obligations, the company withheld 803,005 shares and 774,460 shares at a price of $29.15 per share.
Following these transactions, Zaslav directly owned 11,204,776 shares of Series A Common Stock, with an additional 153 shares held indirectly through his spouse.
Warner Bros. Discovery, Inc. Chief Revenue & Strategy Officer Bruce Campbell reported stock awards tied to prior performance goals. On 2/24/2026 he acquired 270,728 Series A shares at no cost from a 3/1/2023 performance-based PRSU grant after total shareholder return targets lifted the payout to 199.5% of target. He also acquired 455,064 Series A shares at no cost from a 3/1/2024 PRSU grant after 2024–2025 free cash flow performance was certified at 200% of target. Following these grants, he directly held over 1.5 million Series A shares, with additional indirect holdings reported through a grantor retained annuity trust LLC and a trust for his children.
Warner Bros. Discovery, Inc. reported that Pres.&CEO, Global Streaming Jean-Briac Perrette acquired a total of 725,792 Series A common shares through performance-based stock awards. One award added 270,728 shares from a 3/1/2023 PRSU grant after a 199.5% of target vesting outcome.
A second award of 455,064 PRSUs from a 3/1/2024 grant was earned at 200% of target after the company’s 2024–2025 free cash flow significantly exceeded pre-set goals. Both awards were certified by the Compensation Committee on 2/24/2026, increasing Perrette’s direct holdings.
Warner Bros. Discovery, Inc. Chief Financial Officer Gunnar Wiedenfels reported stock awards linked to multi‑year performance goals. On February 24, 2026, he acquired 254,802 shares of Series A Common Stock at $0.00 per share as additional performance-based restricted stock units (PRSUs) from a March 1, 2023 grant that ultimately vested at 199.5% of target, bringing that grant to 510,884 earned shares in total. The same day, he also acquired 455,064 shares at $0.00 per share from PRSUs granted March 1, 2024, which were earned at 200% of target after the compensation committee certified that 2025 free cash flow was significantly above the pre‑established goal. Following these transactions, he directly owned 1,641,851 Series A shares and indirectly held 14,140 shares as custodian, while his spouse’s indirect holding was reduced to zero after a prior transfer.