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Warner Bros. Discovery, Inc. reports an update to its response to an unsolicited tender offer. Prince Sub Inc., a wholly owned subsidiary of Paramount Skydance Corporation, has offered to purchase all outstanding shares of WBD’s Series A common stock, other than certain excluded shares, for $30.00 per share in cash, net to the seller, without interest and less any required withholding taxes.
This Amendment No. 4 to WBD’s Schedule 14D-9 does not change the offer terms. Instead, it updates the company’s solicitation/recommendation statement by adding a new exhibit: a transcript of a CNBC Squawk Box interview of Samuel A. Di Piazza, Jr., dated January 7, 2026, to provide additional disclosed commentary related to the situation.
Warner Bros. Discovery, Inc. Chief Executive Officer and President David Zaslav reported the acquisition of 1,963,465 shares of Series A common stock on January 5, 2026, at a stated price of $0 per share. After this grant, he beneficially owns 8,681,017 shares directly, plus 153 shares held indirectly through his spouse.
According to the footnote, these restricted stock units were granted under his employment agreement dated June 12, 2025 and are intended to make up lost economic value tied to the timing gap between previously disclosed “Signing Stock Options” and “Follow-On Options” described in a Form 8-K filed on January 7, 2026.
Warner Bros. Discovery detailed previously agreed changes to Chief Executive Officer David Zaslav’s long-term equity compensation. Under a June 2025 amended and restated employment agreement, he received a follow-on grant of 3,052,734 stock options on January 2, 2026, with an exercise price equal to the Company’s Series A common stock closing price of $28.51, compared with the earlier signing options priced at $10.16. Because the follow-on options carry a higher exercise price, the Compensation Committee approved a make‑whole grant of restricted stock units covering 1,963,465 shares of common stock on January 5, 2026 to address the lost economic value, with vesting terms aligned to the existing option awards.
Warner Bros. Discovery provides an update on the unsolicited cash tender offer by Prince Sub Inc., a wholly owned subsidiary of Paramount Skydance Corporation, to acquire all outstanding shares of WBD Series A common stock at $30.00 per share in cash. The offer, as amended, is scheduled to expire at 5:00 p.m. New York City time on January 21, 2026, unless extended or terminated.
The board describes numerous conditions to the offer and notes that it is not subject to financing, CFIUS clearance or FCC approval so long as WBD complies with specified covenants. As of January 5, 2026, WBD’s non‑employee directors and executive officers and their spouses held 9,381,285 shares, which if tendered and accepted would yield approximately $281,438,550 in cash at the offer price. The filing details extensive equity‑based awards and notional units held by directors and executives, how these would convert into PSKY equity awards at the offer price, and the potential vesting acceleration on a change in control and qualifying terminations.
The board recounts a detailed negotiation history with PSKY, Netflix and other potential counterparties. After reviewing competing proposals and WBD’s separation strategy, the board unanimously determined that the PSKY offer is not in the best interests of WBD and its stockholders, is not a Company Superior Proposal under the Netflix merger agreement, and is less favorable than the proposed Netflix merger. The board therefore recommends that stockholders reject the PSKY offer and not tender their shares and explains that previously tendered shares can be withdrawn with assistance from brokers or Innisfree M&A Incorporated.
Warner Bros. Discovery and Netflix outline a planned combination of their entertainment businesses, emphasizing that the two companies see their operations as complementary and focused on giving audiences more choice and value worldwide. The communication highlights plans to expand existing franchises, create new stories and worlds, and "define the next century of storytelling" together.
The companies stress that this is a proposed transaction subject to multiple conditions and approvals, including stockholder and regulatory sign-offs and the separation of a newly formed WBD subsidiary before closing. They include extensive cautionary language about forward-looking statements, noting numerous risks such as failure to complete the deal, delays, integration challenges, potential litigation, business disruption, and changes in consumer behavior, regulation and market conditions.
To move the deal forward, Netflix expects to file a Form S-4 registration statement that will include a prospectus for Netflix shares to be issued and a proxy statement for WBD stockholders, while WBD will file its own proxy materials and a registration statement for the spin-off subsidiary. Investors are directed to carefully read the future registration statement and proxy materials when available, which will contain detailed information about the proposed transaction and the interests of directors and executive officers involved in the proxy solicitation.
Warner Bros. Discovery, Inc. director Ms. Price reported receiving 1,306 shares of Series A common stock on 12/19/2025. The shares were acquired at a stated price of $0 and increased her directly held beneficial ownership to 92,857 shares after the transaction. According to the disclosure, Ms. Price elected to receive common stock instead of a quarterly cash retainer for her director services, so this filing reflects compensation paid in equity rather than cash.
Warner Bros. Discovery, Inc. director Mr. Noto reported receiving 1,036 shares of Series A common stock on 12/19/2025. These shares were taken in lieu of a quarterly cash retainer for his services as a director, effectively paying his board fee in stock rather than cash. The transaction was recorded at a price of $0 per share, reflecting that it was a compensation grant and not an open-market purchase.
Following this grant, Mr. Noto beneficially owns 42,235 shares of Warner Bros. Discovery common stock in direct ownership. The filing indicates that this report covers a transaction by a single reporting person serving as a director of the company.
Paramount Skydance Corporation has launched an all-cash tender offer to acquire all outstanding shares of Warner Bros. Discovery for $30.00 per share. Paramount describes this bid as offering a simpler cash structure and a faster, clearer path to completion than Warner Bros. Discovery’s previously agreed transaction with Netflix.
The offer is being made through Prince Sub Inc. via a Schedule TO and is part of a broader proposal to combine Paramount and Warner Bros. Discovery. Paramount highlights a targeted run-rate cost synergy of more than $6 billion and outlines numerous risks, including the possibility the tender offer is unsuccessful, that no business combination is agreed, regulatory and stockholder approval requirements, higher indebtedness for the combined companies, and challenges in integrating operations and achieving synergies.
Paramount Skydance Corporation, through its wholly owned subsidiary Prince Sub Inc., filed Amendment No. 10 to its tender offer statement for Warner Bros. Discovery, Inc. Series A common stock. The offer covers all outstanding Shares at a price of $30.00 per share in cash, net to the seller, without interest and less any required withholding taxes, on the terms described in the previously distributed Offer to Purchase and Letter of Transmittal. This amendment primarily updates the exhibit list by adding new information that Paramount Skydance posted on its website, while leaving the core terms of the tender offer unchanged.
Warner Bros. Discovery confirmed that it has received an amended, unsolicited tender offer from Paramount Skydance to acquire all outstanding shares of Warner Bros. Discovery common stock. The Board of Directors will carefully review this amended offer, working with independent financial and legal advisors and in accordance with the existing merger agreement with Netflix.
The Board had unanimously rejected Paramount Skydance’s prior December 8, 2025 tender offer, determining that it provided inadequate value, added significant risks and costs for Warner Bros. Discovery and its stockholders, and did not qualify as a “Superior Proposal” under the Netflix merger agreement. The Board is not changing its current recommendation in favor of the Netflix merger.
Warner Bros. Discovery will announce its recommendation on the amended tender offer after completing its review and is advising stockholders not to take any action regarding the Paramount Skydance offer at this time. The communication also explains that Netflix plans a Form S-4 registration statement and that Warner Bros. Discovery plans a registration statement for a new subsidiary, Discovery Global, in connection with the proposed transaction with Netflix.