Warner Bros. Discovery, Inc. SEC Filings

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.

Paramount Skydance Corporation is appealing directly to Warner Bros. Discovery (WBD) shareholders as it pursues a fully financed, all-cash $30 per share tender offer for all WBD shares. Paramount criticizes WBD’s previously announced merger with Netflix, contrasting its fixed cash bid with what it describes as Netflix’s mix of $23.25 in cash, Netflix stock recently valued at $4.11 per WBD share, and future Global Networks equity that Paramount analyzes as having no current equity value. Paramount plans to nominate a new slate of WBD directors and propose a bylaw amendment to require shareholder approval for any separation of Global Networks, and says it will solicit proxies against approval of the Netflix agreement if a special meeting is called. It also states that it has filed suit in Delaware Chancery Court seeking additional financial disclosure so WBD shareholders can evaluate the competing proposals.

Paramount Skydance Corporation provides an FAQ for Warner Bros. Discovery, Inc. shareholders about its cash tender offer for all outstanding Series A common stock. The FAQ points investors to the formal Offer to Purchase and Letter of Transmittal for detailed tendering procedures and clarifies that the offer is separate from the proposed Warner Bros. Discovery–Netflix merger. It discusses topics such as an equity backstop involving the Lawrence J. Ellison Revocable Trust, targeted run-rate cost synergies of over $6 billion, and expectations around regulatory review. A valuation illustration for the Discovery Global “stub” shows Discovery Global next twelve months EBITDA of $3.9 billion, an applied EV/EBITDA multiple of 3.8x, implied enterprise value of $14.7 billion, and estimated net debt of $15.1 billion, leading to an implied equity value of negative $0.4 billion and per-share value of $0.00 on 2.6 billion fully diluted WBD shares, with an illustrative M&A option value of about $0.50 per share. The communication emphasizes that all figures and outcomes are forward-looking and subject to significant risks and uncertainties.

Paramount Skydance Corporation filed additional proxy soliciting materials related to its proposed acquisition of Warner Bros. Discovery, Inc. (WBD). The communication, framed around a posted article, emphasizes that many of its statements are forward-looking and subject to significant risks and uncertainties. It highlights Paramount’s cash tender offer, made through its subsidiary Prince Sub Inc., to purchase all outstanding Series A common stock of WBD and positions this proposal as an alternative to the previously announced merger between WBD and Netflix, Inc. under a December 4, 2025 agreement. The text details potential risks around financing, regulatory and stockholder approvals, integration challenges, streaming and advertising headwinds, competition, labor issues and other operational factors. It also notes that Paramount and possibly WBD may file tender offer and proxy materials with the SEC and urges WBD investors to read those documents carefully when available because they will contain important information about the proposed transaction and related proxy solicitation against the Netflix deal.

Warner Bros. Discovery, Inc. received an amended insider ownership report from its Chief People & Culture Officer, Tara L. Smith. The amended Form 3 updates the number of Series A Common Stock shares that she beneficially owned as of 03/06/2025 to 154,781 shares, held directly. The filing states that this amendment is being made to correct the amount of securities beneficially owned that was shown in the original report, and does not describe any new stock transaction, only a correction of the reported holdings.

Paramount Skydance Corporation is using this communication to urge Warner Bros. Discovery (WBD) shareholders to support its proposed acquisition instead of the previously announced transaction with Netflix. Paramount reiterates a $30.00 per share, fully financed, all-cash offer to acquire all WBD shares and contrasts it with the cash, stock and spin-off mix under the Netflix agreement.

Based on its own analysis, Paramount estimates the current total value of the Netflix transaction to WBD shareholders at $27.42 per share, assuming Discovery Global, the planned spin-off, is worth $0.00 per share using a 3.8x forward EBITDA multiple similar to Versant Media. Paramount also notes that Netflix’s share price has fallen below the low end of its collar, reducing the stock component’s value, and argues Discovery Global may warrant a discount to Versant because of higher leverage and weaker performance.

Paramount states that Bank of America, Citibank and Apollo Capital Management have confirmed a commitment letter to provide $54.0 billion of debt financing remains in effect, supporting its all-cash bid and related tender offer for WBD’s Series A common stock. The company encourages WBD shareholders to express their preference for Paramount’s proposal by tendering their shares and by opposing the Netflix transaction in any proxy process.