Welcome to our dedicated page for WARNER BROS DISCOVERY SEC filings (Ticker: WBD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Warner Bros. Discovery, Inc. filings document operating results, governance and capital-structure disclosures for a global media and entertainment company. Its 8-K reports furnish earnings releases and shareholder letters, report material agreements, describe financing arrangements and record shareholder voting matters.
Proxy materials cover board governance, executive compensation, equity-award disclosures and security-holder votes. The filing record also identifies WBD Series A common stock on the Nasdaq Global Select Market and listed senior notes due 2030 and 2033 on the Nasdaq Global Market.
Warner Bros. Discovery, Inc. has agreed to be acquired by Paramount Skydance Corporation in an all-cash merger. WBD stockholders will receive $31.00 in cash per share, plus a per-day “ticking” amount if closing occurs after September 30, 2026, up to $0.25 per quarter.
The deal values WBD at $81 billion of equity and $110 billion of enterprise value and is backed by $47 billion of new equity and $54 billion of debt commitments. Closing is targeted for Q3 2026 and requires WBD stockholder approval and regulatory clearances.
Paramount has terminated its prior tender offer for WBD, and WBD has terminated its earlier merger agreement with Netflix; PSKY paid Netflix a $2.8 billion cash termination fee on WBD’s behalf. The new Merger Agreement includes a $3 billion company termination fee payable to PSKY in certain circumstances and a $7 billion regulatory termination fee payable by PSKY to WBD if regulatory conditions block closing.
Paramount Skydance filed proxy materials concerning its unsolicited proposal to acquire Warner Bros. Discovery for $31 per share in cash. Paramount says WBD’s board has determined Paramount’s offer is a “Company Superior Proposal” under WBD’s merger agreement with Netflix, and that completing Paramount’s proposed transaction "requires the expiration of a four business day match period, termination of the Netflix merger agreement and execution of a definitive merger agreement."
The filing notes the Hart-Scott-Rodino waiting period applicable to Paramount’s acquisition expired at 11:59 pm on February 19, 2026. Paramount and Prince Sub Inc. are pursuing a Tender Offer, have filed proxy materials, and list Centerview Partners LLC and RedBird Advisors as lead financial advisors.
Prince Sub Inc., a direct wholly owned subsidiary of Paramount Skydance Corporation, filed Amendment No. 26 to its Schedule TO regarding its tender offer to purchase all outstanding shares of Warner Bros. Discovery, Inc. at $30.00 per share, net to the seller in cash, pursuant to the Offer to Purchase dated December 8, 2025.
The amendment supplements Item 12 by adding an exhibit and confirms that, except as amended here, the original Schedule TO remains unchanged and is incorporated by reference. The filing is dated February 26, 2026.
Warner Bros. Discovery, Inc. reported that Chief Executive Officer David Zaslav acquired large equity awards in the form of Series A Common Stock on February 24, 2026. He received 2,094,242 shares from 2025 annual performance-based restricted stock units and 2,006,982 shares from 2025 supplemental performance-based restricted stock units.
These awards were earned after the compensation committee certified that 2025 strategic objectives and free cash flow performance had been achieved and exceeded pre-established targets. To cover related tax withholding obligations, the company withheld 803,005 shares and 774,460 shares at a price of $29.15 per share.
Following these transactions, Zaslav directly owned 11,204,776 shares of Series A Common Stock, with an additional 153 shares held indirectly through his spouse.
Warner Bros. Discovery, Inc. Chief Revenue & Strategy Officer Bruce Campbell reported stock awards tied to prior performance goals. On 2/24/2026 he acquired 270,728 Series A shares at no cost from a 3/1/2023 performance-based PRSU grant after total shareholder return targets lifted the payout to 199.5% of target. He also acquired 455,064 Series A shares at no cost from a 3/1/2024 PRSU grant after 2024–2025 free cash flow performance was certified at 200% of target. Following these grants, he directly held over 1.5 million Series A shares, with additional indirect holdings reported through a grantor retained annuity trust LLC and a trust for his children.
Warner Bros. Discovery, Inc. reported that Pres.&CEO, Global Streaming Jean-Briac Perrette acquired a total of 725,792 Series A common shares through performance-based stock awards. One award added 270,728 shares from a 3/1/2023 PRSU grant after a 199.5% of target vesting outcome.
A second award of 455,064 PRSUs from a 3/1/2024 grant was earned at 200% of target after the company’s 2024–2025 free cash flow significantly exceeded pre-set goals. Both awards were certified by the Compensation Committee on 2/24/2026, increasing Perrette’s direct holdings.
Warner Bros. Discovery, Inc. Chief Financial Officer Gunnar Wiedenfels reported stock awards linked to multi‑year performance goals. On February 24, 2026, he acquired 254,802 shares of Series A Common Stock at $0.00 per share as additional performance-based restricted stock units (PRSUs) from a March 1, 2023 grant that ultimately vested at 199.5% of target, bringing that grant to 510,884 earned shares in total. The same day, he also acquired 455,064 shares at $0.00 per share from PRSUs granted March 1, 2024, which were earned at 200% of target after the compensation committee certified that 2025 free cash flow was significantly above the pre‑established goal. Following these transactions, he directly owned 1,641,851 Series A shares and indirectly held 14,140 shares as custodian, while his spouse’s indirect holding was reduced to zero after a prior transfer.
Warner Bros. Discovery, Inc. executive Gerhard Zeiler, President, International, reported acquiring a total of 532,400 shares of Series A Common Stock as performance-based equity awards. The awards carried a price of $0.00 per share, reflecting stock granted rather than purchased on the market.
One tranche of 191,102 shares came from PRSUs originally granted on March 1, 2023. These units were tied to free cash flow and a three-year total shareholder return (TSR) modifier, and were ultimately certified to vest at 199.5% of target, making these shares the incremental amount earned.
The second tranche of 341,298 shares arose from PRSUs granted on March 1, 2024. These units were earned based on 2024 and 2025 free cash flow performance versus a pre-established target, and the compensation committee certified that 2025 free cash flow was significantly above target, causing these PRSUs to be earned at 200% of target.
Warner Bros. Discovery, Inc. filed Amendment No. 11 to its Schedule 14D-9, supplementing its solicitation/recommendation statement regarding an unsolicited tender offer to purchase its Series A common stock at $30.00 per share.
The amendment adds an exhibit consisting of a press release dated February 26, 2026 and reflects prior purchaser amendments dated December 22, 2025 and February 10, 2026
Warner Bros. Discovery reported weaker 2025 revenue but a return to profitability and major strategic moves. Full-year revenues were $37.3 billion, down from $39.3 billion, while net income swung to $727 million from a prior-year loss of $11.3 billion. Adjusted EBITDA was $8.7 billion, slightly below $9.0 billion.
Free cash flow declined to $3.09 billion from $4.43 billion, though the company still ended the year with $29.0 billion of net debt and net leverage of 3.3x. Streaming was a bright spot, with segment revenues up 5%, Adjusted EBITDA more than doubling to $1.37 billion, and global streaming subscribers reaching 131.6 million.
Studios Adjusted EBITDA rose to $2.55 billion, while Global Linear Networks revenues fell 12% and Adjusted EBITDA declined 21%, reflecting cord-cutting and the loss of NBA rights. The company is pursuing a separation into Warner Bros. and Discovery Global and has a definitive agreement for Netflix to acquire Warner Bros., while also engaging with a competing proposal from Paramount Skydance.