Warner Bros. Discovery, Inc. SEC Filings

Warner Bros. Discovery is now the subject of a planned acquisition by Netflix. Netflix announced it has reached a definitive agreement to acquire Warner Bros., including the Warner Bros. film and TV studios, HBO Max and HBO. Netflix describes the deal as a way to combine its global streaming platform and innovation with Warner Bros.’ brands, franchises and large content libraries.

The two companies will continue to operate separately until the transaction closes, which is expected to take place in approximately 12–18 months, subject to regulatory approvals, approval by Warner Bros. Discovery stockholders and other customary closing conditions. Netflix and Warner Bros. Discovery highlight that detailed terms, risks and potential benefits of the transaction will be provided in a future registration statement on Form S-4 and related proxy materials to be filed with the SEC.

Netflix has agreed to acquire Warner Brothers from Warner Bros. Discovery in a cash-and-stock deal valuing Warner Brothers at an equity value of $72 billion and an enterprise value of $82.7 billion. WBD stockholders will receive $27.75 per common share, made up of $23.25 in cash and $4.50 in Netflix stock, funded through cash on hand, new debt and equity.

The transaction is expected to close in 12–18 months after WBD spins off its Discovery Global networks business, targeted for Q3 2026, and is subject to shareholder and regulatory approvals. Netflix expects Warner Brothers to generate about $3 billion of EBITDA in 2026, rising to roughly $5.5 billion including around $2.5 billion of run-rate cost savings, implying a post-synergy enterprise value-to-EBITDA multiple of 14.3x. Management targets $2–$3 billion of annual cost synergies by the third year post-close, EPS accretion by year two, and plans to reduce elevated leverage to rating-agency targets within two years while maintaining investment-grade ratings.

Netflix plans to acquire Warner Bros. Discovery in a cash-and-stock deal valuing WBD at $27.75 per share, implying equity value of $72.0B and enterprise value of $82.7B. Each WBD share would receive $23.25 in cash and $4.50 in Netflix stock, with the cash portion funded by $10.3B of cash on hand and $50.0B of new acquisition debt. Warner Bros. Discovery is expected to complete a separation of its Discovery Global business before closing.

Netflix highlights Warner Bros.’ deep film and TV library, franchises and HBO Max/HBO as strategic complements to its global streaming reach and studio capabilities. Management targets at least $2-3B of run-rate cost savings by year three and expects the transaction to be accretive to GAAP EPS by the second full year after closing. The deal is subject to WBD shareholder approval, regulatory clearances and other customary conditions, with closing expected in 12–18 months.

Netflix and Warner Bros. Discovery have signed a definitive cash‑and‑stock merger agreement, now refiled in full as an exhibit. A newly formed WBD holding company will, after an internal reorganization and a separation of a "SpinCo" business to WBD stockholders, merge with a Netflix subsidiary and become a wholly owned Netflix subsidiary.

Under the agreement, each share of WBD common stock (other than certain excluded and appraisal shares) will be converted into the right to receive a specified cash amount plus a number of Netflix common shares based on an exchange ratio, with cash paid instead of fractional Netflix shares. WBD equity awards are generally cashed out or converted into cash‑based awards tied to the merger consideration value, while certain deferred compensation units become notional units linked to Netflix stock. Closing requires WBD stockholder approval, regulatory clearances and completion of the separation and distribution, and the companies highlight risks including failure to obtain approvals, integration challenges, potential litigation and business disruption.

Warner Bros. Discovery agreed to a cash-and-stock merger with Netflix. Before closing, WBD will separate and distribute its Global Linear Networks and certain other assets into a new company, while retaining its Streaming & Studios business, which will then merge into a Netflix subsidiary.

For each WBD share, holders will receive $23.25 in cash plus Netflix common stock based on a formula tied to Netflix’s 15-day average price, with an exchange ratio of 0.0376 shares at or above $119.67, a floating ratio equal to $4.50 divided by the average price between $97.91 and $119.67, or 0.0460 shares at or below $97.91, in each case subject to a dollar-for-dollar adjustment based on SpinCo net debt.

Closing requires WBD stockholder approval, completion of the separation, Nasdaq listing and registration of the Netflix shares, and antitrust and other regulatory clearances, and is not conditioned on financing. WBD may owe Netflix a $2.8 billion termination fee in certain circumstances, while Netflix may owe WBD $5.8 billion if regulatory obstacles prevent closing. WBD also adopted a $38.7 million transaction bonus pool for key employees tied to completion of the transactions.

Warner Bros. Discovery, Inc. announced a definitive agreement under which Netflix will acquire Warner Bros., including its film and TV studios, HBO Max and HBO, in a cash-and-stock deal valuing WBD at $27.75 per share, implying equity value of approximately $72.0 billion and enterprise value of about $82.7 billion.

Each WBD share is to receive $23.25 in cash and $4.50 in Netflix common stock, subject to a collar tied to Netflix’s trading price. Before closing, WBD plans to separate its Global Networks division into a new publicly traded company, Discovery Global, now expected to be completed in Q3 2026.

The transaction was unanimously approved by both boards and is expected to close in 12–18 months, subject to WBD stockholder approval, required regulatory approvals, completion of the Discovery Global separation and other customary conditions. Both companies describe strategic benefits from combining Netflix’s global streaming platform with Warner Bros.’ content library, while also highlighting extensive regulatory, financing, integration, indebtedness and market risks that could affect completion and future performance.

Warner Bros. Discovery (WBD) launched a Strategic Review after receiving unsolicited interest and amended CEO David Zaslav’s agreements to align incentives with potential outcomes. The amendment treats a Reverse Spinoff of Discovery Global the same as the originally planned Separation, preserving key terms if completed by December 31, 2026.

Zaslav’s one-time Signing Options—92% of which would otherwise be forfeited without a Separation—will also remain eligible if WBD enters into a definitive agreement for a transaction that would constitute a change in control before the 2026 deadline (excluding a sale of Discovery Global). If such an agreement is signed by that date without a completed Separation, Zaslav’s employment term extends to December 31, 2030, and modified, more long-term-incentive–weighted compensation takes effect no later than January 1, 2028. Similar clarifications were sent to other executives, and internal restructurings needed to effect alternatives will not trigger change-in-control provisions.

Warner Bros. Discovery (WBD) reported third‑quarter results. Revenue was $9,045 million versus $9,623 million a year ago, while operating income rose to $611 million from $281 million on lower costs and depreciation. The quarter showed a net loss of $143 million (basic EPS $0.06 loss) compared with $141 million net income last year.

By category, distribution revenue was $4,702 million, advertising $1,407 million, and content $2,649 million. Restructuring and other charges were $88 million, and content impairments were $36 million. Year‑to‑date, net income reached $996 million, aided by a gain on extinguishment of debt.

On the balance sheet, cash was $4,294 million and total debt consisted of $139 million current and $33,382 million noncurrent. Year‑to‑date cash from operations was $2,515 million; financing cash flow reflected significant debt repayments and refinancings. The company is pursuing a planned Separation into two publicly traded companies and, in October 2025, the Board began evaluating additional strategic alternatives, with timing subject to conditions and approvals.

Warner Bros. Discovery, Inc. (WBD) furnished its quarterly results materials. The company reported that it released earnings for the quarter ended September 30, 2025, and made its earnings press release available as Exhibit 99.1. In conjunction, a shareholder letter was posted to its Investor Relations website and furnished as Exhibit 99.2.

The information under Items 2.02 and 7.01 is being furnished and is not deemed “filed” for purposes of Section 18 of the Exchange Act, nor incorporated by reference into Securities Act or Exchange Act filings unless specifically referenced. The company states it uses its Investor Relations website (ir.wbd.com) to disclose material information in accordance with Regulation FD.