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Warner Bros. Discovery, Inc. (WBD) SEC Filings, Feb 18-24, 2026

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Warner Bros. Discovery tender offer updated: Paramount Skydance’s subsidiary filed Amendment No. 23 reporting results. The Purchaser offered to buy all outstanding Series A common shares at $30.00 per share in cash under the Offer dated December 8, 2025. This Amendment supplements the Schedule TO and adds a press release as an exhibit dated February 24, 2026.

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Netflix filed a Schedule 14A proxy communication relating to its proposed acquisition of Warner Bros. Discovery (WBD), including a transcript of Ted Sarandos’s February 23, 2026 BBC Radio 4 interview. Netflix reiterates its $83 billion bid for WBD’s streaming assets and contrasts it with a $108 billion rival proposal from Paramount, and notes the solicitation is subject to stockholder and regulatory approvals.

The transcript highlights Netflix metrics disclosed on-air: ~325 million subscribers across 190 countries, a market capitalization cited at > $330 billion, ~20 million UK subscribers, Netflix’s stated $6 billion original-programming spend in the UK since 2020, and claims of creating 50,000 jobs in the UK. The filing directs readers to the definitive proxy statement first mailed on or around February 17, 2026 and urges review of SEC filings for details.

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Netflix, Inc. filed a Schedule 14A communication in support of its proposed acquisition of Warner Bros. Discovery, describing the $83 billion transaction and urging Warner Bros. Discovery stockholders to review the definitive proxy statement.

The communication republishes a February 20, 2026 interview with Netflix Co-CEO Ted Sarandos outlining Netflix’s commitments—including preserving a 45-day theatrical window and maintaining existing paid-download home entertainment windows—and defending Netflix’s valuation and regulatory position. The filing reminds readers that the deal remains subject to stockholder and regulatory approvals and directs investors to the Proxy Statement and SEC filings for complete information.

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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.

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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.

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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.

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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.

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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.

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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.

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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.

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FAQ

How many Warner Bros. Discovery (WBD) SEC filings are available on StockTitan?

StockTitan tracks 285 SEC filings for Warner Bros. Discovery (WBD), including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, and Form 4 insider trading disclosures. Each filing includes AI-generated summaries, impact scoring, and sentiment analysis.

When was the most recent SEC filing for Warner Bros. Discovery (WBD)?

The most recent SEC filing for Warner Bros. Discovery (WBD) was filed on February 24, 2026.