Paramount Skydance (WBD offer) updates $30-per-share tender terms with new ad exhibit

Rhea-AI Filing Summary

Paramount Skydance Corporation, through its wholly owned subsidiary Prince Sub Inc., is conducting a cash tender offer to buy 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. The offer is being made on the terms set out in an Offer to Purchase and related Letter of Transmittal dated December 8, 2025.

This Amendment No. 4 does not change the economic terms of the tender offer. It updates the filing to add a new exhibit, specifically a Google Search Advertisement posted by Paramount Skydance Corporation on December 12, 2025, as part of the materials related to the 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. 4)

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. 4 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)(G) Google Search Advertisement posted by Paramount Skydance Corporation on December 12, 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 12, 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)(G)		Google Search Advertisement posted by Paramount Skydance Corporation on December 12, 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.

Which Warner Bros. Discovery (WBD) shares are included in the tender offer?

The offer covers all outstanding shares of Series A Common Stock of Warner Bros. Discovery, Inc., with a par value of $0.01 per share.

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, which is identified as the parent of the offeror.

What does Amendment No. 4 to the Schedule TO change about the Warner Bros. Discovery tender offer?

Amendment No. 4 does not change the offer price or core terms. It amends Item 12 to add a new exhibit, labeled (a)(5)(G), which is a Google Search Advertisement posted by Paramount Skydance Corporation on December 12, 2025.

Where are the detailed terms of the Warner Bros. Discovery (WBD) tender offer described?

The detailed terms are set forth in the Offer to Purchase dated December 8, 2025 and the related Letter of Transmittal, which are referenced in and attached as exhibits to the Schedule TO.

Who signed Amendment No. 4 to the Schedule TO for the Warner Bros. Discovery tender offer?

The amendment was signed on December 12, 2025 on behalf of both Paramount Skydance Corporation and Prince Sub Inc. by Stephanie Kyoko McKinnon, identified as General Counsel.