WARNER BROS DISCOVERY INC SEC Filings

WBD files a Form 144 reporting proposed sales of Series A shares.

The listing enumerates Series A shares tied to restricted stock vesting and ESPP purchases with acquisition dates ranging from 03/15/2012 through 03/01/2022

Paramount Skydance Corporation agreed to acquire 100% of Warner Bros. Discovery for $31 per share, valuing WBD at approximately $81 billion equity and $110 billion enterprise value, subject to customary closing conditions and regulatory clearances. The boards of both companies approved the merger; WBD shareholder vote is expected in spring 2026 and closing is targeted for Q3 2026.

The transaction is funded by a $47 billion new equity investment (priced at $16.02 per Class B share) backed by the Ellison Family and RedBird, and $54 billion of debt commitments. Pro forma figures include ~$79 billion of net debt at close, estimated $69 billion of 2026 revenue and $18 billion of 2026 EBITDA (inclusive of $6 billion+ of targeted synergies within three years). Management projects more than $10 billion of free cash flow by 2030 and mid-20% margins by 2030.

Paramount Skydance Corporation announced a proposed acquisition of Warner Bros. Discovery, Inc. The communication, presented on March 2, 2026, accompanies a solicitation under Rule 14a-12 and notes that WBD will file proxy materials with the SEC in connection with the transaction.

Paramount and WBD are identified as participants in the solicitation; the filing lists multiple forward-looking risks including antitrust clearances, stockholder approval, potential management distraction, employee departures, litigation risk, and integration challenges tied to earlier agreements entered on July 7, 2024.

Paramount Skydance Corporation posted solicitation materials on March 2, 2026 describing its proposed acquisition of Warner Bros. Discovery (WBD). The communication urges WBD stockholders to read WBD’s forthcoming proxy materials and explains where SEC filings and participant disclosures can be obtained.

The posting includes a standard forward-looking statements caution and a detailed list of potential risks, including antitrust and regulatory clearances, stockholder approval uncertainty, integration and litigation risks, and business disruptions during the pending transaction.

Paramount Skydance Corporation entered into a definitive Merger Agreement to acquire Warner Bros. Discovery. Under the agreement Merger Sub will merge into WBD, with WBD surviving as a wholly owned subsidiary of PSKY and each outstanding share of WBD common stock to be converted into $31.00 cash per share plus a ticking consideration for closings after September 30, 2026.

The boards of both companies approved the Merger; PSKY secured backstops including a subscription commitment from the Ellison Trust and RedBird (PIPE commitments of up to $46,720,000,000 and $250,000,000, respectively), an Ellison guarantee covering substantial obligations, a proposed Rights Offering, and a debt commitment for a $54,000,000,000 364-day bridge term loan plus a $3,500,000,000 revolver. Key termination fees include a $2,800,000,000 Netflix Termination Fee paid by PSKY, a $3,000,000,000 Company Termination Fee and a $7,000,000,000 Regulatory Termination Fee.

Paramount Skydance Corporation posted on social media on February 27, 2026 describing its proposed acquisition of Warner Bros. Discovery, Inc. The post states that WBD will file proxy materials with the SEC in connection with the proposed transaction and urges WBD stockholders to read those materials.

The communication identifies potential risks verbatim, including Hart-Scott-Rodino antitrust clearance, uncertainty as to the percentage of WBD stockholders who will vote to approve the proposed transaction, possible delays or non-completion, employee departures or management distraction, stockholder litigation, and integration and operational risks for Paramount and WBD.

Paramount Skydance and its subsidiary terminated a previously announced cash tender offer for Warner Bros. Discovery shares. The Purchaser had offered to buy Series A common shares at $30.00 per share under the Offer dated December 8, 2025. On February 27, 2026, Paramount and the Purchaser entered into a Merger Agreement with Warner Bros.; the Merger Agreement did not provide for a tender offer, and the Offer was terminated concurrently. As a result, no shares were accepted or paid for under the Offer, and tendered shares will be returned to tendering stockholders.

Warner Bros. Discovery describes its global media operations and highlights a planned cash acquisition by PSKY. Under the PSKY Merger Agreement, each WBD share is expected to be converted into $31.00 in cash plus a small daily “Ticking Consideration” after September 30, 2026.

The 10-K explains that the deal depends on shareholder approval, regulatory clearances and other conditions, and may not close, with outside dates in 2027. It notes termination fees, including a $2.8 billion Netflix termination fee paid on WBD’s behalf, a potential $3.0 billion fee and reimbursements owed by WBD if the PSKY deal fails under certain circumstances, and a $7.0 billion fee PSKY may owe WBD. WBD also outlines segment performance drivers, 131.6 million streaming subscribers as of December 31, 2025, significant industry headwinds in linear TV and advertising, heavy competition for content and sports rights, regulatory and piracy risks, labor disruption exposure, high leverage and potential goodwill impairments.