Warner Bros. Discovery (NASDAQ: WBD) files Amendment No.11 to Schedule 14D-9

Rhea-AI Filing Summary

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

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Corporate Governance Counsel

Amendment documents a procedural update and adds a press release exhibit.

The filing amends the prior Schedule 14D-9 by adding an exhibit: a press release dated February 26, 2026. It references the unsolicited offer by Prince Sub Inc., a subsidiary of Paramount Skydance Corporation, to acquire Series A shares at $30.00 per share.

Timing and parties are explicit: the Offer to Purchase is dated December 8, 2025, with purchaser amendments on December 22, 2025 and February 10, 2026. Subsequent filings or communications may clarify any recommendation changes; the amendment itself adds documentary disclosure.

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. 11)

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. 11 (“Amendment No. 11”) 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. 11 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)(N)		Press Release of WBD, dated February 26, 2026.

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 26, 2026

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

FAQ

What does WBD's Amendment No.11 to Schedule 14D-9 state?

The amendment supplements WBD's solicitation statement and adds a press release dated February 26, 2026. It references the unsolicited tender offer and prior purchaser amendments filed on December 22, 2025 and February 10, 2026.

Who is making the unsolicited tender offer for WBD (WBD)?

The tender offer is made by Prince Sub Inc., a direct wholly-owned subsidiary of Paramount Skydance Corporation. The offer seeks to purchase WBD Series A common stock from shareholders.

What price is the unsolicited offer for WBD Series A shares?

The offer price stated in the filing is $30.00 per share, net to the seller in cash, without interest and less any required withholding taxes, as set forth in the Offer to Purchase dated December 8, 2025.

What exhibits did WBD add in Amendment No.11?

Amendment No.11 adds Exhibit (a)(2)(N): a press release dated February 26, 2026. The amendment expressly supplements Item 9 by including that press release as an exhibit.

Does Amendment No.11 change WBD's recommendation on the offer?

Amendment No.11 supplements the solicitation statement by adding an exhibit; it does not by itself state a revised recommendation. The filing certifies the information is true and adds the press release exhibit dated February 26, 2026.