Warner Bros. Discovery, Inc. executive Gerhard Zeiler, President, International, reported acquiring a total of 532,400 shares of Series A Common Stock as performance-based equity awards. The awards carried a price of $0.00 per share, reflecting stock granted rather than purchased on the market.
One tranche of 191,102 shares came from PRSUs originally granted on March 1, 2023. These units were tied to free cash flow and a three-year total shareholder return (TSR) modifier, and were ultimately certified to vest at 199.5% of target, making these shares the incremental amount earned.
The second tranche of 341,298 shares arose from PRSUs granted on March 1, 2024. These units were earned based on 2024 and 2025 free cash flow performance versus a pre-established target, and the compensation committee certified that 2025 free cash flow was significantly above target, causing these PRSUs to be earned at 200% of target.
Warner Bros. Discovery, Inc. filed Amendment No. 11 to its Schedule 14D-9, supplementing its solicitation/recommendation statement regarding an unsolicited tender offer to purchase its Series A common stock at $30.00 per share.
The amendment adds an exhibit consisting of a press release dated February 26, 2026 and reflects prior purchaser amendments dated December 22, 2025 and February 10, 2026
Warner Bros. Discovery reported weaker 2025 revenue but a return to profitability and major strategic moves. Full-year revenues were $37.3 billion, down from $39.3 billion, while net income swung to $727 million from a prior-year loss of $11.3 billion. Adjusted EBITDA was $8.7 billion, slightly below $9.0 billion.
Free cash flow declined to $3.09 billion from $4.43 billion, though the company still ended the year with $29.0 billion of net debt and net leverage of 3.3x. Streaming was a bright spot, with segment revenues up 5%, Adjusted EBITDA more than doubling to $1.37 billion, and global streaming subscribers reaching 131.6 million.
Studios Adjusted EBITDA rose to $2.55 billion, while Global Linear Networks revenues fell 12% and Adjusted EBITDA declined 21%, reflecting cord-cutting and the loss of NBA rights. The company is pursuing a separation into Warner Bros. and Discovery Global and has a definitive agreement for Netflix to acquire Warner Bros., while also engaging with a competing proposal from Paramount Skydance.
Paramount Skydance Corporation sent a proxy-letter outlining its strategy and a revised all-cash $31 per share proposal to acquire Warner Bros. Discovery, Inc., and described progress since the August transaction close. The letter frames three "North Star" priorities: creative investment, scaling direct-to-consumer, and enterprise efficiency.
It reports Q4'25 total revenue of $8.1 billion, Adjusted OIBDA of $612 million, and a net loss attributable to the Parent of $(573) million. For 2026 the company guides total revenue of $30,000 million and Adj. EBITDA of $3.8 billion, and states cash of $3.3 billion and gross debt of $13.7 billion.
Warner Bros. Discovery, Inc. tender offer filing updated: Paramount Skydance’s purchaser offered to acquire all outstanding Series A common shares at $30.00 per share in cash. This Amendment No. 25 to the Schedule TO supplements the December 8, 2025 Schedule TO and adds a stockholder letter dated February 25, 2026.
Paramount Skydance issued a public response after Warner Bros. Discovery’s board said Paramount’s revised $31 per share all-cash offer could “reasonably be expected to lead to a Company Superior Proposal” under WBD’s merger agreement with Netflix. Paramount said the Hart-Scott-Rodino waiting period for its proposed acquisition expired at February 19, 2026 and outlined steps required for a transaction: a WBD Board determination of Paramount’s proposal as a Company Superior Proposal, expiration of a four-business-day match period, termination of the Netflix merger agreement, and execution of a definitive merger agreement between Paramount and WBD.
Paramount reaffirmed its ongoing Tender Offer through Prince Sub Inc., noted proxy solicitation activities related to the Netflix transaction, and directed stockholders to review proxy and tender offer materials filed with the SEC.
Warner Bros. Discovery is the subject of an amended tender offer filing: Prince Sub Inc., a wholly owned subsidiary of Paramount Skydance Corporation, offered to purchase all outstanding Series A common shares at $30.00 per share in cash. This document is Amendment No. 24 to the Schedule TO and is described as a final amendment reporting the results of the tender offer; it references the Offer to Purchase and Letter of Transmittal dated December 8, 2025.
Warner Bros. Discovery, Inc. amends its Solicitation/Recommendation Statement on Schedule 14D-9 to supplement disclosures related to the unsolicited cash tender offer by Prince Sub Inc./Paramount Skydance Corporation to purchase Series A common stock at $30.00 per share.
The amendment adds an exhibit: a WBD press release dated February 24, 2026, and references prior tender offer amendments filed December 22, 2025 and February 10, 2026.
Paramount Skydance Corporation submitted a revised proposal to acquire Warner Bros. Discovery. Paramount says it presented the proposal after a seven-day waiver under WBD's merger agreement with Netflix allowed engagement.
The filing states that the WBD Board must deem Paramount's offer a "Company Superior Proposal," the four business day match period must expire, the Netflix merger agreement must be terminated, and a definitive merger agreement must be executed. Paramount will continue its previously announced tender offer and solicitation opposing the Netflix transaction while the WBD Board considers the revised proposal.
Warner Bros. Discovery, Inc. amends its Solicitation/Recommendation Statement on Schedule 14D-9 to address the unsolicited tender offer by Prince Sub Inc. and Paramount Skydance Corporation to purchase outstanding Series A common stock at $30.00 per share, as described in the Offer to Purchase dated December 8, 2025.
This Amendment No. 9, dated February 24, 2026, supplements Item 9 by adding a press release dated February 24, 2026 as an exhibit and reiterates the Statement filing certification by Chief Legal Officer Priya Aiyar.