[SC TO-T/A] Warner Bros. Discovery, Inc. Amended Third-Party Tender Offer

Rhea-AI Filing Summary

Paramount Skydance Corporation, through its wholly owned subsidiary Prince Sub Inc., continues its cash tender offer to acquire all outstanding shares of Warner Bros. Discovery, Inc. Series A common stock at $30.00 per share, net to the seller in cash, without interest and less any required withholding taxes. This amendment does not change the offer price or main terms but updates the disclosure by adding two new exhibits: a Paramount Skydance press release and information posted on www.StrongerHollywood.com on December 17, 2025, which provide additional communications about the ongoing offer.

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. 5)

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:

x 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. 5 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 exhibits.

(a)(5)(H)		Press Release issued by Paramount Skydance Corporation, dated December 17, 2025
(a)(5)(I)		Information posted to www.StrongerHollywood.com by Paramount Skydance Corporation on December 17, 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 17, 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)(H)		Press Release issued by Paramount Skydance Corporation, dated December 17, 2025
(a)(5)(I)		Information posted to www.StrongerHollywood.com by Paramount Skydance Corporation on December 17, 2025

FAQ

What is Paramount Skydance offering to pay for Warner Bros. Discovery (WBD) shares?

Paramount Skydance, through Prince Sub Inc., is offering $30.00 in cash per share for all outstanding shares of Warner Bros. Discovery, Inc. Series A common stock, net to the seller in cash, without interest and less any required withholding taxes.

Does this amendment change the $30.00 per share tender offer for WBD?

No. This amendment states that the offer remains to purchase all outstanding WBD Series A common shares for $30.00 per share in cash. The update simply adds new exhibits and does not alter the offer price or core terms.

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

The offer is being made by Prince Sub Inc., a direct wholly owned subsidiary of Paramount Skydance Corporation. Both entities are identified as filing persons in the tender offer materials.

What new information is added in this Schedule TO/A related to WBD?

The amendment adds two exhibits to the tender offer materials: a press release issued by Paramount Skydance Corporation dated December 17, 2025, and information posted to www.StrongerHollywood.com by Paramount Skydance Corporation on the same date.

What securities of WBD are covered by the tender offer?

The tender offer covers all outstanding shares of Warner Bros. Discovery, Inc. Series A Common Stock, with a par value of $0.01 per share, identified by the stated CUSIP number.

Who signed the amendment to the tender offer for WBD shares?

The amendment was signed on behalf of both Paramount Skydance Corporation and Prince Sub Inc. by Stephanie Kyoko McKinnon, who is identified as General Counsel.