WBD updates response to unsolicited tender offer

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. filed Amendment No. 8 to its Schedule 14D-9 in response to the unsolicited tender offer by Prince Sub Inc., a wholly owned subsidiary of Paramount Skydance Corporation, to purchase all outstanding shares of WBD Series A common stock. The amendment updates the company’s earlier recommendation statement to add a new exhibit covering additional communications related to the offer dated February 17, 2026. The filing is signed by Chief Legal Officer Priya Aiyar, reaffirming the company’s certification of the accuracy of the updated disclosure.

FAQ

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What does Warner Bros. Discovery (WBD) Amendment No. 8 to Schedule 14D-9 do?

Amendment No. 8 updates Warner Bros. Discovery’s recommendation statement regarding an unsolicited tender offer. It adds a new exhibit containing additional communications about the offer dated February 17, 2026, keeping shareholders informed of recent developments.

Who is trying to acquire Warner Bros. Discovery (WBD) shares in this tender offer?

The tender offer is being made by Prince Sub Inc., a Delaware corporation and wholly owned subsidiary of Paramount Skydance Corporation. The offer targets all outstanding shares of WBD’s Series A common stock as described in the offer documents.

What new exhibit did WBD add in Schedule 14D-9 Amendment No. 8?

WBD added Exhibit (a)(2)(K), titled “Additional Communications Related to the Offer, dated February 17, 2026.” This exhibit contains further communications about the unsolicited tender offer for WBD’s Series A common stock.

Who signed Warner Bros. Discovery’s Schedule 14D-9 Amendment No. 8?

The amendment was signed by Priya Aiyar, Chief Legal Officer of Warner Bros. Discovery, Inc. Her signature certifies, after due inquiry, that the information in the updated statement is true, complete, and correct as of February 17, 2026.

Which securities of Warner Bros. Discovery are covered by the tender offer?

The tender offer relates to WBD’s Series A common stock with a par value of $0.01 per share. The offer seeks to purchase all outstanding shares of this class of WBD common stock, as referenced in the solicitation and tender documents.

What earlier tender offer filings are referenced in WBD’s Amendment No. 8?

The amendment references Amendment No. 7 to the Schedule TO filed on December 22, 2025, and Amendment No. 19 to the Schedule TO filed on February 10, 2026. These filings amended the terms of the unsolicited tender offer.

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Accepted by SEC EDGAR 02/17/2026 - 04:15 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. 8)

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. 8 (“Amendment No. 8”) 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 (“WBD Common Stock”), 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. 8 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)(K)		Additional Communications Related to the Offer, dated February 17, 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 17, 2026

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