Paramount Skydance unit files final amendment on WBD tender (WBD)

Rhea-AI Filing Summary

Warner Bros. Discovery is the subject of an amended tender offer filing: Prince Sub Inc., a wholly owned subsidiary of Paramount Skydance Corporation, offered to purchase all outstanding Series A common shares at $30.00 per share in cash. This document is Amendment No. 24 to the Schedule TO and is described as a final amendment reporting the results of the tender offer; it references the Offer to Purchase and Letter of Transmittal dated December 8, 2025.

Insights

M&A Counsel

Legal filing updates final status of the tender offer without disclosing transaction detail.

The amendment states that Prince Sub Inc. (an affiliate of Paramount Skydance Corporation) made an offer to acquire all outstanding Series A shares of Warner Bros. Discovery at $30.00 per share, and that the Schedule TO filed on December 8, 2025 is amended by this submission.

The filing is labeled a final amendment "reporting the results of the tender offer." The excerpt attaches the original Offer to Purchase and Letter of Transmittal as exhibits and includes a press release dated February 24, 2026. Subsequent public filings or disclosures would be required to see closing, aggregate tendered shares, or payment details.

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. 24)

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. 24 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)(AL) Press release issued by Paramount Skydance Corporation, dated February 24, 2026

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: February 25, 2026

	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)(AL)		Press release issued by Paramount Skydance Corporation, dated February 24, 2026

FAQ

What does the Schedule TO amendment say about the Warner Bros. Discovery tender offer (WBD)?

It states the offer was to buy Series A shares at $30.00 per share. The amendment (Amendment No. 24) references the Offer to Purchase and Letter of Transmittal dated December 8, 2025 and is described as a final amendment reporting results.

Who is making the offer to purchase WBD Series A common stock?

The purchaser is Prince Sub Inc., a direct wholly owned subsidiary of Paramount Skydance Corporation. The filing identifies Paramount as the parent of the offeror and lists corporate signatories including the General Counsel.

What price per share was offered in the tender offer for WBD Series A shares?

The offer price was $30.00 per share, payable in cash, net to the seller and subject to withholding taxes, as stated in the Offer to Purchase dated December 8, 2025 attached to the Schedule TO.

Does the amendment disclose how many shares were tendered or the transaction closing status?

The excerpt describes this filing as a final amendment reporting results, but it does not include numeric totals or a closing statement in the provided text. Additional filings would carry aggregate tender or closing information.

Are there exhibits attached to this amendment that provide more context?

Yes—Exhibits include the original Offer to Purchase and Letter of Transmittal, and a press release by Paramount Skydance Corporation dated February 24, 2026 is listed in the exhibit index attached to this amendment.