# Warner Bros. Discovery, Inc. (WBD) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_f81545d197aa4bbe4c9f · retrieved 2026-08-11T16:09:37.334Z

## Overview
Warner Bros. Discovery is a leading global media and entertainment company that creates and distributes branded content across television, film, streaming and gaming, including Discovery Channel, HBO Max, CNN, DC, TNT Sports, HBO, HGTV, Food Network, and other iconic brands.

Warner Bros. Discovery's Board of Directors determined on February 26, 2026 that Paramount Skydance Corporation's revised proposal constitutes a "Company Superior Proposal" under WBD's merger agreement with Netflix. PSKY's revised offer includes a purchase price of $31.00 per WBD share in cash, plus a daily ticking fee of $0.25 per share per quarter beginning after September 30, 2026, a $7 billion regulatory termination fee, PSKY's payment of WBD's $2.8 billion Netflix termination fee, and an obligation by Larry J. Ellison and an associated trust to contribute additional equity funding as needed. The determination triggers a four business day period during which Netflix has the right to propose revisions to its merger agreement to match or exceed the PSKY proposal.

## Terms
- Counterparty: Paramount Skydance Corporation · Consideration: cash · Price/share: $31

## Key dates
- Announced 2026-02-17 · Record 2026-02-04 · Vote 2026-03-20 · Expiry 2026-03-02

## Timeline
- 2026-02-17 · SC 14D9/A (0001193125-26-053008): SC 14D9/A - Warner Bros. Discovery, Inc. — *Warner Bros. Discovery, Inc. is a leading global media and entertainment company that creates and distributes branded content across television, film, streaming and gaming, including iconic brands such as HBO Max, CNN, Discovery Channel, TNT Sports, and Warner Bros. Motion Picture Group.* Paramount Skydance Corporation (PSKY), through its 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, plus ticking consideration of $0.00277778 per calendar day after December 31, 2026 (capped at $0.25 per 90-day period, $0.50 total). The offer, originally dated December 8, 2025, was amended on December 22, 2025 and February 10, 2026. The tender offer is scheduled to expire on March 2, 2026. On February 16, 2026, the WBD Board unanimously concluded the offer is not in the best interests of WBD stockholders and is not a superior proposal compared to WBD's binding merger agreement with Netflix. The Board unanimously recommends stockholders reject the PSKY offer and vote for the Netflix merger at a special meeting scheduled for March 20, 2026.
  https://www.sec.gov/Archives/edgar/data/1437107/0001193125-26-053008.txt
- 2026-02-17 · SC 14D9/A (0001193125-26-054683): SC 14D9/A - Warner Bros. Discovery, Inc. — *Warner Bros. Discovery, Inc. is a cable and pay television services company that operates streaming and studio businesses, including HBO, Max, and other media properties.* Warner Bros. Discovery's board unanimously recommends shareholders vote for a proposed merger with Netflix at $27.75 per share in cash (net of taxes and subject to certain adjustments), following separation of its Global Linear Networks segment. The board is simultaneously engaging with Paramount Skydance Corporation regarding its amended tender offer, which has indicated it may improve its proposal from $30 per share. The special shareholder meeting is scheduled for March 20, 2026. This filing (Amendment No. 8 to Schedule 14D-9) updates WBD's solicitation/recommendation statement regarding the competing Paramount Skydance tender offer, originally made December 8, 2025, with amendments filed December 22, 2025 and February 10, 2026.
  https://www.sec.gov/Archives/edgar/data/1437107/0001193125-26-054683.txt
- 2026-02-24 · SC 14D9/A (0001193125-26-067422): 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, including Discovery Channel, HBO Max, CNN, DC, TNT Sports, HBO, HGTV, Food Network, and other iconic brands.* Paramount Skydance Corporation (PSKY), through its 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 excludes shares held in treasury by WBD or owned by PSKY or its subsidiaries. The original Offer to Purchase was dated December 8, 2025, with Amendment No. 7 filed on December 22, 2025, and Amendment No. 19 filed on February 10, 2026, to amend the terms of the tender offer. WBD's Board stated that the Netflix merger agreement remains in effect and continues to recommend the Netflix transaction, while reviewing the revised PSKY proposal.
  https://www.sec.gov/Archives/edgar/data/1437107/0001193125-26-067422.txt
- 2026-02-25 · SC 14D9/A (0001193125-26-068080): 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 HBO Max, Discovery Channel, CNN, DC, TNT Sports, HBO, HGTV, Food Network, and others.* Warner Bros. Discovery's Board of Directors determined on February 24, 2026, that Paramount Skydance Corporation's revised proposal could reasonably be expected to lead to a "Company Superior Proposal" under WBD's Netflix merger agreement. The revised offer includes an increased purchase price of $31.00 per WBD share in cash, plus a daily ticking fee equal to $0.25 per quarter beginning after September 30, 2026, a $7 billion regulatory termination fee payable by PSKY if the transaction fails due to regulatory matters, PSKY's payment of the $2.8 billion termination fee owed to Netflix, an obligation to contribute additional equity funding to support solvency requirements, and a "Company Material Adverse Effect" definition excluding WBD's Global Linear Networks business performance. The Board has not yet determined whether the PSKY proposal is superior to the Netflix merger and will continue engagement with PSKY; the Netflix Merger Agreement remains in effect and the Board continues to recommend the Netflix transaction.
  https://www.sec.gov/Archives/edgar/data/1437107/0001193125-26-068080.txt
- 2026-02-26 · SC 14D9/A (0001193125-26-077410): 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, including Discovery Channel, HBO Max, CNN, DC, TNT Sports, HBO, HGTV, Food Network, and other iconic brands.* Warner Bros. Discovery's Board of Directors determined on February 26, 2026 that Paramount Skydance Corporation's revised proposal constitutes a "Company Superior Proposal" under WBD's merger agreement with Netflix. PSKY's revised offer includes a purchase price of $31.00 per WBD share in cash, plus a daily ticking fee of $0.25 per share per quarter beginning after September 30, 2026, a $7 billion regulatory termination fee, PSKY's payment of WBD's $2.8 billion Netflix termination fee, and an obligation by Larry J. Ellison and an associated trust to contribute additional equity funding as needed. The determination triggers a four business day period during which Netflix has the right to propose revisions to its merger agreement to match or exceed the PSKY proposal.
  https://www.sec.gov/Archives/edgar/data/1437107/0001193125-26-077410.txt

## Citations
- 0001193125-26-053008 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526053008
- 0001193125-26-054683 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526054683
- 0001193125-26-067422 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526067422
- 0001193125-26-068080 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526068080
- 0001193125-26-077410 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526077410