WARNER BROS DISCOVERY INC SEC Filings

Netflix has issued an informational communication about a proposed transaction with Warner Bros. Discovery (WBD). The message emphasizes that it is not an offer to sell or buy securities and that any actual offer would only be made through a formal prospectus that complies with U.S. securities laws.

The communication contains extensive forward-looking statements about the potential timing and benefits of the proposed transaction and highlights numerous risks that could cause actual results to differ, including the need for stockholder and regulatory approvals, completion of a separation of WBD’s Discovery Global and Warner Bros. businesses, integration challenges, potential litigation, business disruptions, and uncertainty around the long-term value of WBD’s common stock.

Netflix plans to file a Form S-4 registration statement that will include a joint proxy statement/prospectus for WBD stockholders, while WBD plans to file its own proxy statement and a separate registration statement for a newly formed subsidiary to be spun off before closing. Investors are urged to read the registration statement, proxy statement/prospectus, and related SEC filings when available, which will provide detailed information about the companies, the proposed transaction, and the interests of directors and executive officers participating in the proxy solicitation.

Warner Bros. Discovery’s chairman uses this interview to explain why the board views Netflix’s proposed acquisition as more attractive than a competing offer from Paramount Skydance (PSKY). He describes Netflix’s bid as “compelling” because it is largely cash, carries a sizable termination fee, and in the board’s view offers stronger certainty of closing with fewer financing and regulatory complications.

He contrasts PSKY’s indicated $30 per share cash proposal with Netflix’s $27.75 package, made up of $23.25 in cash plus shares in a new “Discovery Global” entity, arguing that PSKY never provided a direct equity guarantee from Larry Ellison and at one point relied on a complex multi-party equity stack and additional CFIUS and FCC review. Netflix’s structure is described as a cleaner, mostly cash deal that lets WBD spin off Discovery Global. WBD expects a shareholder vote on the Netflix deal in the spring or early summer and directs investors to its Schedule 14D-9 on the PSKY tender offer and forthcoming SEC registration and proxy materials.

Warner Bros. Discovery, Inc. reported an insider stock transaction by its Chief Legal Officer. On 12/15/2025, the officer reported a Form 4 transaction in Series A Common Stock with transaction code F, involving the disposition of 267,165 shares at a price of $29.71 per share. After this transaction, the officer beneficially owned 1,068,604 shares of Warner Bros. Discovery common stock, held directly.

Warner Bros. Discovery, Inc. disclosed an insider equity transaction by its Chief Revenue & Strategy Officer on 12/15/2025. The Form 4 reports a disposition coded "F" of 9,495 shares of Series A Common Stock at $26.08 per share.

After this transaction, the officer reports owning 820,412 shares directly. In addition, there are 209,700 shares held indirectly by the officer's spouse as trustee for children and 145,418 shares held indirectly through an LLC via a grantor retained annuity trust.

Netflix released an investor communication about its proposed combination with Warner Bros. Discovery (WBD), highlighting results from a Morning Consult survey of 700 U.S. adults conducted on December 8–9, 2025. The survey suggests Americans support the Netflix–Warner Bros. deal by nearly three to one, and that U.S. adults would prefer Netflix over Paramount in a multi‑bidder scenario.

Nearly six in ten Netflix, HBO Max, and Paramount+ subscribers reportedly support the combination, and over half of respondents believe Netflix should receive regulatory approval. Many participants expect more variety, choice, and convenience, with 44% saying the combination would increase the variety of shows and movies and 47% more likely to support it due to improved streaming quality. The communication also explains that the transaction remains subject to stockholder and regulatory approvals, and that Netflix plans to file a Form S‑4 registration statement with the SEC including a joint proxy statement/prospectus.

Netflix and Warner Bros. Discovery describe a proposed combination that would involve issuing Netflix common stock to WBD stockholders, following a planned spin-off of a newly formed WBD subsidiary before closing. The text emphasizes that this is not an offer or solicitation to buy or sell securities and that any offer will only be made through a formal prospectus that meets U.S. securities law requirements.

They include extensive forward-looking statement warnings, highlighting risks such as failing to obtain stockholder and regulatory approvals, completing the WBD business separation, realizing expected synergies, retaining key personnel and managing potential litigation or business disruptions. Netflix plans to file a Form S-4 registration statement with a combined proxy statement/prospectus, and WBD plans related proxy and registration statements, which investors are urged to read when available because they will contain important information about the transaction and the interests of directors and executive officers.

Netflix outlines a definitive agreement to acquire Warner Bros. Discovery in a cash-and-stock merger that WBD’s board has reaffirmed as its preferred transaction over a competing unsolicited tender offer from Paramount Skydance. The deal values WBD at $27.75 per share, made up of $23.25 in cash and $4.50 in Netflix stock with a collar, implying an enterprise value of about $82.7 billion and equity value of $72.0 billion.

WBD stockholders are also expected to receive shares in Discovery Global, a new company that will hold WBD’s Global Linear Networks business and that WBD says can create additional value. Netflix emphasizes its 25+ year history of shareholder value creation, its global streaming reach with over 300 million paid memberships in more than 190 countries, and argues that combining Netflix with Warner Bros.’ film studio, television production and HBO brand will broaden content choice while maintaining theatrical releases with industry-standard windows.

The communication stresses that the merger is presented as pro-consumer and pro-competition, but remains subject to WBD stockholder approval, regulatory clearances, completion of the Discovery Global separation and other conditions, and highlights a wide range of risks that could delay or prevent closing or reduce expected benefits.

Warner Bros. Discovery announced that its board unanimously recommends shareholders reject Paramount Skydance’s tender offer and continue supporting the planned combination with Netflix.

The board highlights that the Netflix merger would give WBD shareholders $23.25 in cash plus $4.50 in shares of Netflix common stock per WBD share, based on a specified collar range, along with additional value from shares of Discovery Global after its separation.

By contrast, the board states that the PSKY bid offers inadequate value and relies on a revocable trust and a highly leveraged capital structure, noting the trust’s damages exposure is capped at $2.8 billion on a $108.4 billion transaction.

The board also notes that accepting PSKY’s offer could require WBD to pay Netflix a $2.8 billion termination fee and forgo a planned debt exchange, adding about $1.5 billion in financing costs, or roughly $4.3 billion in total, which it estimates at approximately $1.66 per share, while the Netflix agreement includes a $5.8 billion regulatory termination fee that the board believes underscores deal certainty.

Warner Bros. Discovery explains that its Board of Directors has filed a formal response to Paramount Skydance’s unsolicited tender offer and has recommended that shareholders not tender their shares. The company says this reflects the Board’s fiduciary review of the latest offer and earlier proposals through a consistent, disciplined process focused on shareholder interests.

The message reiterates that Warner Bros. Discovery has a signed transaction agreement with Netflix and is working with Netflix to close the deal, subject to regulatory approvals and other closing conditions, and that regulatory review has already begun. It notes that until any transaction closes, Warner Bros. Discovery and Netflix remain separate companies and operating plans remain unchanged. The communication also highlights that WBD plans a registration statement for a new subsidiary, Discovery Global, to hold assets and businesses not being acquired by Netflix, and outlines extensive forward-looking risks, including potential failure to close, regulatory and stockholder approvals, financing, integration challenges, market reactions, and the separate Paramount Skydance tender offer conditions.