WARNER BROS DISCOVERY INC SEC Filings

Warner Bros. Discovery, Inc.'s Chief Financial Officer reported option exercises and share dispositions in Series A common stock on December 10, 2025.

The officer exercised employee stock options covering 92,592 and 150,402 Series A shares at exercise prices of $29.08 and $25.7 per share, then disposed of 92,592 and 150,402 shares at $29.5 per share.

Following these transactions, the officer directly beneficially owns 918,940 Series A shares, plus 14,140 shares held as custodian and 13,045 shares held by a spouse. The transactions were made under a Rule 10b5-1 trading arrangement entered on March 4, 2025.

Paramount Skydance Corporation, through its wholly owned subsidiary Prince Sub Inc., has amended its outstanding tender offer for all shares of Warner Bros. Discovery, Inc. Series A common stock.

The offer is to purchase all outstanding Series A shares at $30.00 per share in cash, net to the seller, without interest and less any required withholding taxes, under the terms described in the Offer to Purchase and related Letter of Transmittal dated December 8, 2025.

This Amendment No. 3 does not change the key economic terms of the offer and instead updates the exhibit list, adding a frequently asked questions document that Paramount Skydance posted online to provide additional information about the transaction.

Paramount Skydance Corporation outlines a competing proposal to acquire Warner Bros. Discovery, Inc. (WBD), positioning it against WBD’s previously announced merger with Netflix. Paramount emphasizes regulatory speed and certainty, noting it has already filed for Hart-Scott-Rodino approval in the U.S. and begun engagement with the European Commission and UK CMA, while arguing a combined Netflix-WBD would control over 40% of global subscription streaming subscribers and face tougher antitrust scrutiny.

Paramount criticizes the planned spin-off of WBD’s Global Networks, estimating it would deliver roughly $1 per WBD share after applying a 4.5x next‑twelve‑months EBITDA multiple and about $15 billion in net debt. It contrasts this with an all-company purchase and highlights financing of its proposal through $41 billion of new committed equity backstopped by the Ellison Family Trust and RedBird Capital Partners, plus $54 billion of debt commitments from major lenders. Paramount also projects content savings of under 10% of combined spend while still targeting more than 30 films per year and about $35 billion in annual content spending versus Netflix’s publicly announced $18 billion expectation for 2025.

Netflix plans to acquire Warner Bros. Discovery, including its film and TV studios, HBO Max and HBO. The combination would bring Warner Bros.’ major franchises such as Harry Potter, Friends, The Big Bang Theory, Casablanca, Game of Thrones and the DC universe together with Netflix originals like Stranger Things, Wednesday, Squid Game, Bridgerton and KPop Demon Hunters under one corporate owner.

For now, nothing changes for subscribers: both streaming services will continue to operate separately, and members keep their current Netflix plans. Closing the deal will require regulatory and stockholder approvals, as well as the separation of certain WBD businesses, and the companies highlight extensive risks and uncertainties around completing the transaction and realizing any expected benefits.

Netflix and Warner Bros. Discovery (WBD) describe a proposed transaction in which Netflix plans to acquire WBD, with Netflix issuing shares of its common stock and WBD spinning off a newly formed subsidiary before the deal closes. The communication emphasizes that this is not an offer to sell securities or a solicitation of votes, and that any offer will be made only through a formal prospectus. It contains extensive forward-looking statement disclosures, highlighting that completion of the transaction depends on stockholder and regulatory approvals, successful separation of WBD businesses, and other closing conditions.

The text outlines key risks such as the possibility the deal is not completed, delays or difficulties integrating the two businesses, shifts in consumer viewing trends, potential litigation, business disruption, and the ability to retain key personnel. It also notes that legislative, regulatory, tax and economic developments could affect both companies. Investors in Netflix and WBD are urged to read the future Form S-4 registration statement and the joint proxy statement/prospectus, which will be filed with the SEC and made available free of charge on the companies’ investor relations websites.

Warner Bros. Discovery is the subject of a planned acquisition by Netflix, as Netflix announced that it intends to acquire Warner Bros. and combine their entertainment businesses. The transaction is expected to be structured as a stock deal, with Netflix planning to file a Form S-4 registration statement covering shares of its common stock to be issued and a joint proxy statement/prospectus for Warner Bros. Discovery stockholders.

The closing of the proposed transaction is uncertain and subject to numerous conditions, including stockholder approval at Warner Bros. Discovery, multiple regulatory approvals, and the prior spin-off of a newly formed WBD subsidiary holding Discovery Global and Warner Bros. businesses. The companies highlight significant risks, such as potential delays, integration challenges, litigation, business disruption, talent retention issues and adverse market or regulatory developments, all of which could cause actual outcomes to differ materially from current expectations.

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.