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Warner Bros. Discovery, Inc. reports developments across its global media and entertainment business, including television, film, streaming and gaming. Recurring updates include quarterly earnings, conference-call materials, shareholder letters and corporate announcements tied to its branded content portfolio, including HBO Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, HGTV, Food Network, Warner Bros. Motion Picture Group, Warner Bros. Television Group and Warner Bros. Games.
Company news also covers governance matters, shareholder voting items, material agreements and capital-structure disclosures related to WBD's public securities and corporate actions.
Warner Bros. Discovery (NASDAQ: WBD) confirmed receipt of an amended unsolicited tender offer from Paramount Skydance (NASDAQ: PSKY) to acquire all outstanding WBD common shares on Feb 10, 2026. The WBD Board will review the offer in consultation with independent financial and legal advisors and is not modifying its recommendation in favor of the Netflix merger agreement at this time. WBD filed a Schedule 14D-9 solicitation/recommendation statement with the SEC and directed shareholders to review SEC filings. WBD named Allen & Company, J.P. Morgan and Evercore as financial advisors and Wachtell Lipton, Rosen & Katz and Debevoise & Plimpton as legal counsel.
Paramount (NASDAQ: PSKY) amended its all-cash offer to acquire Warner Bros. Discovery (NASDAQ: WBD) at $30.00 per share, valuing equity at $78 billion and enterprise value at $108 billion. Key enhancements include a $0.25/ share ticking fee beginning Jan 1, 2027 (~$650M/quarter), funding of a $2.8B Netflix termination fee, reimbursement of up to $1.5B debt financing costs, $43.6B equity and $54.0B debt commitments, and a $43.3B personal guarantee from Larry Ellison. Paramount certified compliance with the DOJ second request on Feb 9, 2026 (triggering a 10-day waiting period) and secured German foreign investment clearance on Jan 27, 2026.
Paramount (NASDAQ:PSKY) filed preliminary proxy materials and extended its $30 per share all-cash tender offer for Warner Bros. Discovery (NASDAQ:WBD) to February 20, 2026, stressing a $108.4 billion enterprise value vs. Netflix's purported $82.7 billion.
Paramount urges WBD shareholders to reject the amended Netflix deal, citing lower per-share cash consideration, undisclosed Discovery Global details and significant regulatory risk for the Netflix transaction.
Netflix (NASDAQ: NFLX) reported Q4 2025 results with revenue of $12.05 billion, up 18% year‑over‑year, and net income of $2.42 billion (diluted EPS $0.56, +31% YoY). Operating income rose to $2.96 billion and operating margin expanded to 24.5%. Free cash flow for Q4 was $1.87 billion, while full‑year 2025 revenue reached $45.2 billion (+16% YoY) with $9.5 billion in free cash flow and a 29.5% operating margin. Memberships surpassed 325 million paid members. Advertising revenue exceeded $1.5 billion in 2025 with management expecting ~$3 billion in ad revenue for 2026. Netflix amended its merger agreement with Warner Bros. Discovery to an all‑cash deal at $27.75 per WBD share and has $42.2 billion in bridge facility commitments to support the acquisition. The company paused share buybacks and ended Q4 with $9.0 billion in cash.
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Paramount (NASDAQ:PSKY) reaffirmed its $30.00 per share all-cash, fully financed offer to acquire Warner Bros. Discovery (NASDAQ:WBD) on Jan 8, 2026, and said WBD declined to engage. Paramount states its offer is superior to WBD's agreement with Netflix, which Paramount values at $27.42 per share today after adjusting for Netflix share price and an assumed zero equity value for the spun Discovery Global. Paramount assumes Discovery Global trades at a 3.8x EBITDA multiple and derives an illustrative Discovery Global equity value of $0.00 per WBD share (with up to ~$0.50 illustrative M&A option value). Paramount also says committed debt financing of $54.0 billion remains in force from Bank of America, Citibank and Apollo.
Warner Bros. Discovery (NASDAQ: WBD) announced its Board unanimously recommends shareholders reject Paramount Skydance's (PSKY) amended tender offer and continue supporting the merger with Netflix (NASDAQ: NFLX).
The Board says the Netflix deal offers $23.25 cash plus $4.50 in target Netflix stock value, greater certainty and no comparable transaction costs. By contrast, PSKY's offer would trigger about $4.7B of costs to WBD (including a $2.8B termination fee, a $1.5B fee and ~$350M interest), relies on >$50B incremental debt, would create ~7x pro forma leverage and could take 12–18 months to close.
Warner Bros. Discovery (NASDAQ: WBD) confirmed receipt on December 22, 2025 of an amended unsolicited tender offer from Paramount Skydance (NASDAQ: PSKY) to acquire all outstanding WBD common stock (the "Amended Tender Offer").
The WBD Board, with independent financial and legal advisors, will review the Amended Tender Offer consistent with its fiduciary duties and the Netflix Merger Agreement. The Board previously unanimously rejected a prior tender offer received on December 8, 2025 as providing inadequate value and not meeting the Netflix agreement's "Superior Proposal" criteria, and the Board is not modifying its recommendation regarding the Netflix Merger Agreement.
WBD advised stockholders not to take any action at this time. Allen & Company, J.P. Morgan and Evercore serve as financial advisors; Wachtell Lipton, Rosen & Katz and Debevoise & Plimpton serve as legal counsel.
Paramount (NASDAQ:PSKY) amended its $30 per share all-cash offer for Warner Bros. Discovery (NASDAQ:WBD) on Dec 22, 2025, adding execution assurances to address WBD's stated concerns.
Key changes: an irrevocable personal guarantee of $40.4 billion from Larry Ellison, a commitment not to revoke the Ellison family trust (which Paramount reports holds ~1.16 billion Oracle shares), an increase in the regulatory reverse termination fee to $5.8 billion, expanded interim-operational flexibility, a condition that WBD retain 100% of its Global Networks, and a tender deadline extension to Jan 21, 2026.
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