Warner Bros. Discovery, Inc. SEC Filings

Paramount Skydance’s Prince Sub Inc. is pursuing a hostile cash tender offer for all Series A shares of Warner Bros. Discovery at $30.00 per share, and has extended the offer’s expiration to 5:00 p.m. New York City time on February 20, 2026. The move comes amid a competing proposed all-cash merger between Warner Bros. and Netflix at $27.75 per share, where the Netflix consideration can be reduced based on the net debt of Global Linear Networks.

Paramount details $40.7 billion of equity commitments from the Ellison Trust and RedBird, backed by a personal guarantee from Larry Ellison on $40.4 billion, plus $54.0 billion of debt financing from Bank of America, Citi and Apollo. It contrasts this with Netflix’s $67.2 billion of debt financing from Wells Fargo, BNP and HSBC, and highlights similar regulatory reverse termination fees and somewhat different outside dates and termination fee percentages.

The filing describes active contention between Paramount and the Warner Bros. board over disclosures and deal assessments, including a DOJ request for additional information, competing proxy campaigns around the Netflix merger, and Paramount’s intent to nominate directors at Warner Bros.’ 2026 annual meeting.

Paramount Skydance Corporation and its subsidiary Prince Sub are running a proxy campaign urging Warner Bros. Discovery stockholders to vote against three special meeting proposals tied to a proposed acquisition by Netflix. Under the Netflix merger, each Warner Bros. share would receive $27.75 in cash before a debt-based adjustment that could cut the cash to as low as $21.40 per share, plus shares in a spun-off Global Linear Networks business. Paramount highlights that Warner Bros.’ own advisors produced discounted cash flow values for Global Linear Networks as low as $0.72 per share, implying total value below Paramount’s competing $30.00 per share all‑cash offer.

Paramount argues its $30.00 cash tender offer, commenced December 8, 2025 and amended December 22, 2025, offers clearer value and stronger regulatory commitments, with no financing condition and $54.0 billion of signed debt commitments plus $40.7 billion of equity backing. It warns that approval of the Netflix merger would “lock in” the Netflix deal and eliminate the chance to accept Paramount’s offer. Paramount also stresses that voting against the Netflix merger proposal is required to preserve statutory appraisal rights and seeks votes against the related conversion and compensation proposals that facilitate the Netflix transaction.

Netflix is outlining the proxy and disclosure process for its proposed transaction with Warner Bros. Discovery (WBD). WBD has filed a preliminary proxy statement on Schedule 14A and plans to file a registration statement for a new subsidiary, Discovery Global, which will be spun off before the deal closes. Investors in both companies are urged to read the proxy materials and related SEC filings because they will explain the terms of the deal and the interests of directors and executives.

The communication also includes a detailed caution about forward-looking statements, stressing that completion and benefits of the transaction depend on factors such as shareholder and regulatory approvals, successful separation of WBD businesses, integration of Netflix and WBD, consumer viewing trends, and potential litigation or business disruption. Both companies highlight that many risks could cause actual results to differ significantly from expectations.

Warner Bros. Discovery and Netflix are moving forward with a proposed transaction, and Warner Bros. Discovery (WBD) has filed a preliminary proxy statement to seek stockholder approval. The proxy is not yet final and a definitive version, if prepared, will be mailed to WBD stockholders. WBD also plans to file a registration statement for a new subsidiary, Discovery Global, which will be spun off from WBD before the transaction closes.

The communication urges investors and security holders of both companies to read the proxy statement and related SEC filings because they will contain important details about the deal and the parties involved. It explains that directors and executive officers of both companies may be considered participants in soliciting WBD stockholder votes. The text includes an extensive caution about forward-looking statements, listing numerous risks that could cause actual results or deal outcomes to differ, including failure to complete the transaction, regulatory or stockholder approvals, integration challenges, litigation, business disruption and broader economic and regulatory developments.

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.