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.
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.