Paramount Skydance amends WBD tender offer; subsidiary files Amendment No. 23 (WBD)

Rhea-AI Filing Summary

Warner Bros. Discovery tender offer updated: Paramount Skydance’s subsidiary filed Amendment No. 23 reporting results. The Purchaser offered to buy all outstanding Series A common shares at $30.00 per share in cash under the Offer dated December 8, 2025. This Amendment supplements the Schedule TO and adds a press release as an exhibit dated February 24, 2026.

Insights

M&A Transaction Counsel

Amendment documents the close of the tender process and files a related press release.

The filing confirms the Schedule TO remains in force and that the Offer priced at $30.00 per share was made pursuant to the Offer to Purchase dated December 8, 2025. The Amendment supplements Item 12 by including a February 24, 2026 press release.

Dependencies include the Offer terms and any conditions set forth in the Offer to Purchase; timing and cash‑flow treatment are those already stated in the Offer and Letter of Transmittal. Subsequent filings may disclose detailed results or settlement mechanics.

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. 23)

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

FAQ

What does Paramount Skydance’s Amendment No. 23 mean for WBD shareholders?

It supplements the original tender offer filing and reports results related to the Offer. The Amendment references the Offer to Purchase dated December 8, 2025 and attaches a February 24, 2026 press release as an exhibit.

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

The Purchaser offered $30.00 per share in cash for each Series A common share. That price is stated in the Offer to Purchase attached to the Schedule TO filed on December 8, 2025.

Who filed the Amendment No. 23 related to the tender offer for WBD?

Amendment No. 23 was filed by Prince Sub Inc., a direct wholly owned subsidiary of Paramount Skydance Corporation, with signatures by the General Counsel, Stephanie Kyoko McKinnon.

Does Amendment No. 23 change the terms of the tender offer price or method?

No changes to the offer price or method are described in this Amendment. It states that, except as set forth, the information in the Schedule TO remains unchanged and is incorporated by reference.

What exhibit was added to Item 12 in Amendment No. 23?

Item 12 was amended to add a press release by Paramount Skydance Corporation dated February 24, 2026 as Exhibit (a)(5)(AK), according to the exhibit index in the Amendment.