# Warner Bros. Discovery, Inc. (WBD) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_85daa7e46c7925c0ada1 · retrieved 2026-08-11T16:12:48.434Z

## Overview
Warner Bros. Discovery, Inc. is a leading global media and entertainment company that creates and distributes content across television, film, streaming, interactive gaming, publishing, and themed experiences through brands including Discovery Channel, HBO Max, CNN, DC Studios, TNT Sports, HBO, Food Network, TLC, TBS, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros.…

On January 19, 2026, Warner Bros. Discovery, Inc. (WBD) and Netflix, Inc. entered into an Amended and Restated Agreement and Plan of Merger. The transaction contemplates a multi-step restructuring: first, WBD will effect a Holdco Merger whereby a newly formed subsidiary of New Topco 25, Inc. (New WBD) merges with and into WBD, with WBD surviving as a wholly owned subsidiary of New WBD. Second, WBD will separate its Global Linear Networks segment (including CNN, TNT Sports, Discovery+, and Bleacher Report) into Discovery Global, a standalone publicly traded company, and distribute Discovery Global shares pro rata to WBD stockholders. Third, Netflix's subsidiary Nightingale Sub, Inc. will merge with and into New WBD, with New WBD surviving as a wholly owned subsidiary of Netflix, acquiring WBD's Streaming and Studios segments. Each share of New WBD Common Stock will convert into $27.75 in cash, subject to reduction based on net debt allocation between New WBD and Discovery Global (estimated reduction of $0–$2.0 billion, resulting in Merger Consideration of $27.75–$26.98 per share). The transaction is expected to close 12–18 months from December 4, 2025, subject to regulatory approvals and other customary closing conditions.

## Terms
- Counterparty: Netflix, Inc. · Consideration: cash · Premium: 121.0% · Price/share: $27.75

## Key dates
- Announced 2026-02-10 · Record 2026-02-04 · Vote 2026-03-20 · Expected close 2027-06-04

## Timeline
- 2026-02-10 · SC 14D9/A (0001193125-26-044943): SC 14D9/A - Warner Bros. Discovery, Inc. — *Warner Bros. Discovery is a leading global media and entertainment company that creates and distributes branded content across television, film, streaming and gaming through iconic brands including Discovery Channel, HBO Max, CNN, DC, TNT Sports, HBO, HGTV, Food Network, and others.* Paramount Skydance Corporation (PSKY), through its wholly-owned subsidiary Prince Sub Inc., made an unsolicited tender offer to acquire all outstanding shares of Warner Bros. Discovery, Inc. (WBD) Series A common stock at $30.00 per share in cash, net to the seller and less any required withholding taxes. The offer was originally dated December 8, 2025, and was further amended on February 10, 2026 (Amendment No. 19 to the Schedule TO). The WBD Board of Directors, consistent with its fiduciary duties and in consultation with its financial and legal advisors, is reviewing the offer in accordance with WBD's existing merger agreement with Netflix, Inc., and has not modified its recommendation regarding the Netflix transaction.
  https://www.sec.gov/Archives/edgar/data/1437107/0001193125-26-044943.txt
- 2026-02-17 · DEFM14A (0001193125-26-053002): DEFM14A - Warner Bros. Discovery, Inc. — *Warner Bros. Discovery, Inc. is a leading global media and entertainment company that creates and distributes content across television, film, streaming, interactive gaming, publishing, and themed experiences through brands including Discovery Channel, HBO Max, CNN, DC Studios, TNT Sports, HBO, Food Network, TLC, TBS, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros.…* On January 19, 2026, Warner Bros. Discovery, Inc. (WBD) and Netflix, Inc. entered into an Amended and Restated Agreement and Plan of Merger. The transaction contemplates a multi-step restructuring: first, WBD will effect a Holdco Merger whereby a newly formed subsidiary of New Topco 25, Inc. (New WBD) merges with and into WBD, with WBD surviving as a wholly owned subsidiary of New WBD. Second, WBD will separate its Global Linear Networks segment (including CNN, TNT Sports, Discovery+, and Bleacher Report) into Discovery Global, a standalone publicly traded company, and distribute Discovery Global shares pro rata to WBD stockholders. Third, Netflix's subsidiary Nightingale Sub, Inc. will merge with and into New WBD, with New WBD surviving as a wholly owned subsidiary of Netflix, acquiring WBD's Streaming and Studios segments. Each share of New WBD Common Stock will convert into $27.75 in cash, subject to reduction based on net debt allocation between New WBD and Discovery Global (estimated reduction of $0–$2.0 billion, resulting in Merger Consideration of $27.75–$26.98 per share). The transaction is expected to close 12–18 months from December 4, 2025, subject to regulatory approvals and other customary closing conditions.
  https://www.sec.gov/Archives/edgar/data/1437107/0001193125-26-053002.txt

## Citations
- 0001193125-26-044943 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526044943
- 0001193125-26-053002 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526053002