Warner Bros. Discovery (WBD) updates 14D-9; $30.00 per-share tender offer noted

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. amends its Solicitation/Recommendation Statement on Schedule 14D-9 to supplement disclosures related to the unsolicited cash tender offer by Prince Sub Inc./Paramount Skydance Corporation to purchase Series A common stock at $30.00 per share.

The amendment adds an exhibit: a WBD press release dated February 24, 2026, and references prior tender offer amendments filed December 22, 2025 and February 10, 2026.

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. 10)

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. 10 (“Amendment No. 10”) 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. Thereafter, on December 22, 2025, the Purchaser and PSKY filed Amendment No. 7 to the Tender Offer Statement on Schedule TO (the “December 22 Amendment”), and on February 10, 2026, the Purchaser and PSKY filed Amendment No. 19 to the Tender Offer Statement on Schedule TO (the “February 10 Amendment”), to amend the terms of the unsolicited tender offer. This Amendment No. 10 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)(M)		Press Release of WBD, dated February 24, 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 24, 2026

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

FAQ

What does WBD's Schedule 14D-9/A amendment say about the offer price?

The amendment reiterates the Offer Price is $30.00 per share. It confirms the unsolicited cash tender offer terms from Prince Sub Inc./PSKY and ties the price to the Offer to Purchase dated December 8, 2025.

Does the amendment change the tender offer terms for WBD (symbol: WBD)?

The amendment itself does not change offer terms. It supplements the Solicitation/Recommendation Statement and adds a February 24, 2026 press release exhibit; prior Schedule TO amendments set any offer-term changes.

What exhibits were added in Warner Bros. Discovery's Amendment No. 10?

The amendment adds a press release of WBD dated February 24, 2026 as Exhibit (a)(2)(M). The filing specifically amends Item 9 to include that exhibit to the Statement.

Who filed the original Schedule 14D-9 and who signed Amendment No. 10?

Warner Bros. Discovery, Inc. filed the Schedule 14D-9. Amendment No. 10 is certified and signed by Priya Aiyar, Chief Legal Officer, dated February 24, 2026.