Warner Bros. Discovery (WBD) adds press release in 14D-9 amendment

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. amends its Solicitation/Recommendation Statement on Schedule 14D-9 to address the unsolicited tender offer by Prince Sub Inc. and Paramount Skydance Corporation to purchase outstanding Series A common stock at $30.00 per share, as described in the Offer to Purchase dated December 8, 2025.

This Amendment No. 9, dated February 24, 2026, supplements Item 9 by adding a press release dated February 24, 2026 as an exhibit and reiterates the Statement filing certification by Chief Legal Officer Priya Aiyar.

Insights

M&A Counsel

Amendment adds a press release exhibit and reiterates recommendation filing details.

The Schedule 14D-9 Amendment No. 9 updates the Solicitation/Recommendation Statement in connection with the unsolicited offer to acquire Series A common stock at $30.00 per share, dated December 8, 2025. It expressly adds a press release dated February 24, 2026 to Item 9.

The filing reiterates the certification by Warner Bros. Discovery's Chief Legal Officer and preserves prior disclosures; timing and other tender offer mechanics are contained in the referenced Offer to Purchase and Schedule TO amendments.

FAQ

What does WBD's Amendment No. 9 say about the offer price?

The amendment references the unsolicited offer to buy Series A shares at $30.00 per share. The Offer Price is described as $30.00 per share, net to the seller in cash in the Offer to Purchase dated December 8, 2025.

What exhibit did Warner Bros. Discovery add in Amendment No. 9?

Amendment No. 9 adds a press release dated February 24, 2026 to Item 9 as Exhibit (a)(2)(L). The filing states this press release is included as a supplement to the Solicitation/Recommendation Statement.

Who filed the unsolicited tender offer for WBD shares?

The unsolicited offer was filed by Prince Sub Inc., a direct wholly-owned subsidiary of Paramount Skydance Corporation (PSKY). The Offer to Purchase referenced is dated December 8, 2025 and was later amended on December 22, 2025 and February 10, 2026.

Who certified the Amendment No. 9 filing for WBD?

The certification is signed by Priya Aiyar, Chief Legal Officer of Warner Bros. Discovery, Inc. The filing states: “I certify that the information set forth in this statement is true, complete and correct.”

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Accepted by SEC EDGAR 02/24/2026 - 05:01 PM Learn about SEC filing dates

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