Warner Bros. Discovery (WBD) updates stance on $30 per share unsolicited tender

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. filed Amendment No. 6 to its Schedule 14D-9 in response to an unsolicited tender offer for its Series A common stock. The offer is from Prince Sub Inc., a wholly owned subsidiary of Paramount Skydance Corporation, to purchase all outstanding Series A shares (excluding treasury and shares already owned by PSKY or its subsidiaries) at $30.00 per share in cash, net to the seller, without interest and less any required withholding taxes.

The amendment notes that on February 10, 2026, the purchaser and PSKY filed Amendment No. 19 to their Schedule TO to change terms of the unsolicited tender offer. This Warner Bros. Discovery amendment updates Item 9 of the company’s statement by adding a new exhibit, a press release dated February 10, 2026, to reflect those developments.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Rule 14d-101)

SOLICITATION/RECOMMENDATION

STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 6)

WARNER BROS. DISCOVERY, INC.

(Name of Subject Company)

WARNER BROS. DISCOVERY, INC.

(Name of Persons Filing Statement)

Series A Common Stock, $0.01 par value per share

(Title of Class of Securities)

934423104

(CUSIP Number of Class of Securities)

Priya Aiyar

Chief Legal Officer

Warner Bros. Discovery, Inc.

230 Park Avenue South

New York, New York 10003

(212) 548-5555

(Name, address, and telephone number of persons authorized to receive notices and communications

on behalf of the person filing statement)

Copies to:

Jonathan E. Levitsky		Andrew J. Nussbaum
Gordon S. Moodie		Karessa L. Cain
Katherine D. Taylor		Hannah Clark
Erik J. Andren		Wachtell, Lipton, Rosen & Katz
Debevoise & Plimpton LLP		51 West 52nd Street
66 Hudson Boulevard		New York, New York 10019
New York, New York 10001		(212) 403-1000
(212) 909-6000

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 6 (“Amendment No. 6”) to Schedule 14D-9 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 (as amended from time to time, the “Statement”) originally filed by Warner Bros. Discovery, Inc. (“WBD”) with the Securities and Exchange Commission on December 17, 2025, relating to the unsolicited offer by Prince Sub Inc., a Delaware corporation (the “Purchaser”) and a direct wholly-owned subsidiary of Paramount Skydance Corporation, a Delaware corporation (“PSKY”), to purchase all of the outstanding shares of WBD’s Series A common stock, par value $0.01 per share, other than shares held in treasury by WBD or owned by PSKY or any of its wholly-owned subsidiaries, at $30.00 per share, net to the seller in cash, without interest and less any required withholding taxes (the “Offer Price”), on the terms and subject to the conditions set forth in the Offer to Purchase, dated December 8, 2025 (as amended or supplemented from time to time, the “Offer to Purchase”), and the related letter of transmittal that accompanies the Offer to Purchase. On February 10, 2026, the Purchaser and PSKY filed Amendment No. 19 to the Tender Offer Statement on Schedule TO to amend the terms of the unsolicited tender offer. This Amendment No. 6 is being filed to reflect certain updates indicated below.

Item 9. Exhibits

Item 9 of the Statement is hereby amended and supplemented by adding the following exhibits:

Exhibit No.		Description
(a)(2)(I)		Press Release of WBD, dated February 10, 2026.

2

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2026

Warner Bros. Discovery, Inc.
By:		/s/ Priya Aiyar
		Name:		Priya Aiyar
		Title:		Chief Legal Officer

FAQ

What tender offer is Warner Bros. Discovery (WBD) responding to in this amendment?

Warner Bros. Discovery is responding to an unsolicited tender offer by Prince Sub Inc., a wholly owned subsidiary of Paramount Skydance Corporation, to buy all outstanding Series A common stock at $30.00 per share in cash, excluding treasury and already-owned shares.

What change does Amendment No. 6 to Warner Bros. Discovery’s Schedule 14D-9 make?

Amendment No. 6 updates Warner Bros. Discovery’s Schedule 14D-9 by revising Item 9 to add a new exhibit. The new exhibit is a press release dated February 10, 2026, reflecting updates related to changes in the unsolicited tender offer terms.

Who is making the $30 per share offer for WBD Series A common stock?

The offer is being made by Prince Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Paramount Skydance Corporation. They are seeking to purchase outstanding Series A shares of Warner Bros. Discovery at $30.00 per share in cash.

What exhibit was added by Warner Bros. Discovery in this Schedule 14D-9 amendment?

Warner Bros. Discovery added Exhibit (a)(2)(I), described as a press release of WBD dated February 10, 2026. This exhibit is included to update the company’s disclosure in light of amendments to the unsolicited tender offer.

What recent filing did the tender offeror make related to Warner Bros. Discovery’s shares?

On February 10, 2026, Prince Sub Inc. and Paramount Skydance Corporation filed Amendment No. 19 to the Schedule TO. That filing amended the terms of their unsolicited tender offer for Warner Bros. Discovery’s Series A common stock.

Who signed Warner Bros. Discovery’s Amendment No. 6 to Schedule 14D-9?

The amendment was signed on behalf of Warner Bros. Discovery by Priya Aiyar, the company’s Chief Legal Officer. The signature appears with a certification that, to her knowledge, the information in the statement is true, complete, and correct.