WARNER BROS DISCOVERY INC SEC Filings

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.

Warner Bros. Discovery (WBD) reported an insider transaction: its Chief Financial Officer sold 222,210 shares of Series A Common Stock on 10/31/2025 at $22.5 per share, coded as S (sale).

According to the filing, these sales were made under a Rule 10b5-1 trading arrangement that the executive adopted on March 4, 2025. Following the transaction, the reporting person beneficially owns 918,940 shares, held directly. The form was filed by one reporting person.

Samuel A. Di Piazza Jr. reported a Form 4 disclosing a director compensation election to receive common shares of Warner Bros. Discovery (WBD) instead of a quarterly cash retainer. On 09/30/2025 he was issued 3,841 shares at no cash price reported, increasing his total directly held Series A common stock to 201,308 shares. The filing also shows 3,443 shares held indirectly through his spouse. The form was signed by Tara L. Smith by power of attorney on 10/01/2025.

Gunnar Wiedenfels, Chief Financial Officer of Warner Bros. Discovery, Inc. (WBD), reported multiple transactions on 09/15/2025. The filing shows option exercises and contemporaneous open-market sales of Series A common stock executed under a Rule 10b5-1 trading arrangement established March 4, 2025. Specifically, the report records exercises of 131,127 options at a $8.67 exercise price and 177,456 options at a $15.02 exercise price, each resulting in corresponding increases in underlying shares. On the same date, the report records sales of 222,210, 131,127, and 177,456 shares at $19.50 per share. The form lists certain indirect holdings: 14,140 shares held as custodian and 13,045 shares held by spouse. The filing was signed by power of attorney on 09/16/2025.

Warner Bros. Discovery, Inc. (WBD) filing is a Form 144 notice reporting a proposed sale of 530,793 Series A shares through Fidelity Brokerage Services with an aggregate market value of $10,350,463.50, and an approximate sale date of 09/15/2025 on NASDAQ. The table shows the securities were acquired through a mix of option grants (dated 03/01/2023 and 03/01/2024) and multiple restricted stock vesting events between 2019 and 2025; payments for the option-related lots are listed as cash and vesting-related lots as compensation. The filer reports nothing to report for securities sold in the past three months and includes the standard attestation about material nonpublic information.