Warner Bros. Discovery (WBD) $30 per share tender offer gets FAQ update

Rhea-AI Filing Summary

Paramount Skydance Corporation, through its wholly owned subsidiary Prince Sub Inc., has amended its outstanding tender offer for all shares of Warner Bros. Discovery, Inc. Series A common stock.

The offer is to purchase all outstanding Series A shares at $30.00 per share in cash, net to the seller, without interest and less any required withholding taxes, under the terms described in the Offer to Purchase and related Letter of Transmittal dated December 8, 2025.

This Amendment No. 3 does not change the key economic terms of the offer and instead updates the exhibit list, adding a frequently asked questions document that Paramount Skydance posted online to provide additional information about the transaction.

Insights

M&A and tender offer analyst

Minor amendment adds FAQ disclosure to ongoing $30 cash tender offer.

Paramount Skydance Corporation, via Prince Sub Inc., is maintaining its existing tender offer to acquire all outstanding Series A common shares of Warner Bros. Discovery, Inc. for $30.00 per share in cash. The structure, price, and cash consideration remain as previously described in the Offer to Purchase and Letter of Transmittal dated December 8, 2025.

This Amendment No. 3 is narrowly focused: it supplements the exhibit section by adding a frequently asked questions list that Paramount Skydance posted on December 10, 2025. That suggests an emphasis on clarifying terms and mechanics for shareholders rather than revising economic conditions or adding new contingencies.

For investors, the central elements are unchanged: an all-cash offer at $30.00 per Series A share, net to the seller, without interest and subject to withholding taxes, under the existing terms and conditions of the tender. Subsequent company communications and filings would indicate any future adjustments to price, timing, or conditions.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO/A

Tender Offer Statement Pursuant to Section 14(d)(1) or 13(e)(1) of the

Securities Exchange Act of 1934

(Amendment No. 3)

Warner Bros. Discovery, Inc.

(Name of Subject Company (Issuer))

Prince Sub Inc.

(Offeror)

a direct wholly owned subsidiary of

Paramount Skydance Corporation

(Parent of Offeror)

(Names of Filing Persons (identifying status as offeror, issuer or other person))

Series A Common Stock, par value $0.01 per share

(Title of Class of Securities)

934423104

(CUSIP Number of Class of Securities)

Makan Delrahim

Chief Legal Officer

Paramount Skydance Corporation

1515 Broadway

New York, New York 10036

(212) 258-6000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)

With a copy to:

Copies to:

Faiza J. Saeed Andrew J. Pitts C. Daniel Haaren Daniel J. Cerqueira Claudia J. Ricciardi Cravath, Swaine & Moore LLP Two Manhattan West 375 Ninth Avenue New York, New York 10001 (212) 474-1000 Ian Nussbaum Max Schleusener Latham & Watkins LLP 1271 Avenue of the Americas New York, New York 10020 (212) 906-1200

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☒ third-party tender offer subject to Rule 14d-1.

☐ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 3 to Schedule TO (together with any exhibits and annexes attached hereto, and as it may be amended or supplemented from time to time, this “Amendment”) is filed by (i) Prince Sub Inc., a Delaware corporation (the “Purchaser”) and a direct wholly owned subsidiary of Paramount Skydance Corporation, a Delaware corporation (“Paramount”), and (ii) Paramount and amends and supplements the Tender Offer Statement on Schedule TO filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 8, 2025 (together with any amendments and supplements thereto, the “Schedule TO”) by the Purchaser and Paramount. This Schedule TO relates to the offer by the Purchaser to purchase all of the outstanding shares of Series A Common Stock, par value $0.01 per share (the “Shares”), of Warner Bros. Discovery, Inc., a Delaware corporation (“Warner Bros.”), at $30.00 per share, net to the seller in cash, without interest and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated December 8, 2025 (as it may be amended or supplemented from time to time, the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO filed with the SEC on December 8, 2025, and in the related Letter of Transmittal (as it may be amended or supplemented from time to time, the “Letter of Transmittal,” and together with the Offer to Purchase, the “Offer”), a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO filed with the SEC on December 8, 2025.

Except as otherwise set forth in this Amendment, the information in Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO.

Item 12. Exhibits

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit.

(a)(5)(F) Frequently Asked Questions list posted by Paramount Skydance Corporation to www.StrongerHollywood.com on December 10, 2025

SIGNATURE

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: December 10, 2025

PARAMOUNT SKYDANCE CORPORATION
By:		/s/ Stephanie Kyoko McKinnon
		Name:Stephanie Kyoko McKinnon
		Title:General Counsel
PRINCE SUB INC.
By:		/s/ Stephanie Kyoko McKinnon
		Name:Stephanie Kyoko McKinnon
		Title:General Counsel

EXHIBIT INDEX

Index No.
(a)(5)(F)		Frequently Asked Questions list posted by Paramount Skydance Corporation to www.StrongerHollywood.com on December 10, 2025

FAQ

What does this Schedule TO/A mean for Warner Bros. Discovery (WBD) shareholders?

This amendment confirms that Prince Sub Inc., a wholly owned subsidiary of Paramount Skydance Corporation, continues its tender offer to buy all outstanding Series A common shares of Warner Bros. Discovery for $30.00 per share in cash, under the terms set out in the Offer to Purchase and Letter of Transmittal.

What price is being offered per share in the Warner Bros. Discovery tender offer?

The offer is to purchase each outstanding Series A common share of Warner Bros. Discovery at $30.00 per share, net to the seller in cash, without interest and less any required withholding taxes, as described in the Offer to Purchase dated December 8, 2025.

Who is making the tender offer for Warner Bros. Discovery (WBD) shares?

The tender offer is being made by Prince Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Paramount Skydance Corporation. Paramount Skydance is also a filing person on the Schedule TO/A, reflecting its role as the parent of the offeror.

Does this amendment change the main terms of the WBD tender offer?

The amendment states that, except as otherwise set forth, the information in the prior Schedule TO remains unchanged and is incorporated by reference. The description continues to reference the $30.00 per share cash price and the existing Offer to Purchase and Letter of Transmittal, indicating the key economic terms remain the same in this update.

What new information is added in Amendment No. 3 to the Warner Bros. Discovery tender offer?

Amendment No. 3 primarily updates Item 12 (Exhibits) by adding an exhibit labeled (a)(5)(F), which is a Frequently Asked Questions list posted by Paramount Skydance Corporation to www.StrongerHollywood.com on December 10, 2025.

Who signed this amendment to the Warner Bros. Discovery tender offer?

The amendment is signed on behalf of both Paramount Skydance Corporation and Prince Sub Inc. by Stephanie Kyoko McKinnon, identified as General Counsel, with a signature date of December 10, 2025.