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. 9)
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. 9 (“Amendment No. 9”) 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. 9 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)(L) |
|
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 |
