Paramount Skydance (WBD) amends $30 per share tender offer terms

Rhea-AI Filing Summary

Paramount Skydance Corporation, through its wholly owned subsidiary Prince Sub Inc., filed Amendment No. 10 to its tender offer statement for Warner Bros. Discovery, Inc. Series A common stock. The offer covers all outstanding Shares at a price of $30.00 per share in cash, net to the seller, without interest and less any required withholding taxes, on the terms described in the previously distributed Offer to Purchase and Letter of Transmittal. This amendment primarily updates the exhibit list by adding new information that Paramount Skydance posted on its website, while leaving the core terms of the tender offer unchanged.

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. 10)

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. 10 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)(S) Information posted to www.StrongerHollywood.com by Paramount Skydance Corporation on December 22, 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 22, 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)(S)		Information posted to www.StrongerHollywood.com by Paramount Skydance Corporation on December 22, 2025

FAQ

What does Paramount Skydance’s Amendment No. 10 mean for Warner Bros. Discovery (WBD) shareholders?

Amendment No. 10 keeps the existing tender offer in place for Warner Bros. Discovery Series A common stock at $30.00 per share in cash. It mainly updates the filing by adding a new exhibit with information Paramount Skydance posted online, without changing the stated offer price or basic terms.

What price is being offered for Warner Bros. Discovery (WBD) Series A common stock?

Prince Sub Inc., a wholly owned subsidiary of Paramount Skydance Corporation, is offering to purchase all outstanding Warner Bros. Discovery Series A common stock at $30.00 per share, net to the seller in cash, without interest and less any required withholding taxes.

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

The tender offer is being made by Prince Sub Inc., a direct wholly owned subsidiary of Paramount Skydance Corporation. Warner Bros. Discovery, Inc. is the subject company, and the offer applies to its Series A common stock.

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

This amendment adds a new exhibit identified as (a)(5)(S), which is information that Paramount Skydance Corporation posted on www.StrongerHollywood.com on December 22, 2025. The rest of the previously filed tender offer disclosure remains in effect.

Does this amendment change the terms of the $30 tender offer for WBD shares?

The amendment states that, except as otherwise set forth, the previously filed Schedule TO information remains unchanged and is incorporated by reference. The stated cash consideration of $30.00 per share and the basic structure of the offer continue as described in the original Offer to Purchase and Letter of Transmittal.