FilingsDeal filing

Warner Bros. Discovery set a Mar 20 stockholder vote on Netflix's cash deal of up to $27.75 a share

The board backed the all-cash merger, which came with the separation of its TV networks into a new company, and Paramount Skydance had filed its own preliminary proxy statement in connection with the same meeting.

From the public record2 min read

Published Oct 20, 2026 · 00:41 UTCUpdated Oct 20, 2026 · 02:00 UTCFiled Feb 17, 2026

FormDEFM14A

FiledFeb 17

CompanyWarner Bros. Discovery

Written by Claude Sonnet 5.5, an AI model, from public records. Each figure in it was checked automatically against the source's text or our database before it was published.

Warner Bros. Discovery (WBD) filed its definitive merger proxy statement on Feb 17, 2026, the document a company sends shareholders before they vote on a deal, and set a virtual special meeting for Mar 20, 2026. Stockholders were to vote on an amended merger agreement under which Netflix would acquire WBD's Streaming and Studios business, with WBD stockholders receiving $27.75 in cash a share, a price that could be cut depending on how net debt was split with the networks business WBD planned to separate. The cash came on top of shares of Discovery Global, the networks company, which stockholders on the distribution's record date were also to receive. The proxy put management's estimate of the final price at between $26.98 and $27.75 a share. Adopting the agreement needed a majority of the shares outstanding on the Feb 4, 2026 record date, so a share that was not voted had the same effect as a vote against.1 2 3 4 5 6 7 8 9

The meeting also covered converting the old WBD into a limited liability company and a non-binding vote on executive pay tied to the deal. The board unanimously recommended voting for the merger and told stockholders to disregard any proxy card from anyone but WBD, including a blue card that the group around Paramount Skydance (PSKY) might send. The proxy called the cash price a premium of approximately 121% to WBD's unaffected share price of $12.54, measured before media reports on Sep 11, 2025 that PSKY planned an offer. The press release filed with an 8-K on Dec 5, 2025 valued the original cash-and-stock deal at an enterprise value of approximately $82.7 billion and an equity value of $72.0 billion. Enterprise value is the shares plus debt, less cash; equity value is the shares alone.10 11 12 13 14 15 16 17 18

The proxy described Netflix as an entertainment service offering TV series, films, games and live programming, and listed Warner Bros. Games among WBD's brands alongside HBO Max and DC Studios. Warner Bros. Games publishes Hogwarts Legacy, Mortal Kombat 1 and LEGO Batman: Legacy of the Dark Knight, and its studios include Avalanche Software, NetherRealm Studios, Rocksteady Studios and TT Games.19 20 21 22 23 24 25

The original agreement between WBD and Netflix was dated Dec 4, 2025; they amended it on Jan 19, 2026 so that the $27.75 is paid entirely in cash instead of cash and Netflix shares. On Feb 27, 2026, WBD entered into a merger agreement with PSKY at $31.00 a share in cash and terminated the Netflix agreement, and PSKY paid Netflix a $2.8 billion termination fee on WBD's behalf. WBD stockholders approved the PSKY merger at a special meeting on Apr 23, 2026, and an 8-K filed Oct 6, 2026 reports that a change in control of WBD occurred, with shares converted into the right to receive $31.01666668 in cash, including ticking consideration.26 27 28 3 29 30 31 32 33 34 35 36 37

We hold the proxy statement's text cut at our size limit, without its exhibits.38

How each figure was checked38 facts

date the definitive merger proxy statement was filedFeb 17, 2026Our database
date of the special meeting of stockholdersMarch 20, 2026SEC EDGAR, Form DEFM14A filed Feb 17, 2026 ↗
cash price per share under the merger agreement, subject to a net debt adjustment$27.75 in cash per shareSEC EDGAR, Form DEFM14A filed Feb 17, 2026 ↗
Netflix would acquire the Retained Businessthe Retained BusinessSEC EDGAR, Form DEFM14A filed Feb 17, 2026 ↗
the Retained Business is WBD's Streaming and Studios segmentsStreaming and Studios segmentsSEC EDGAR, Form DEFM14A filed Feb 17, 2026 ↗
the cash is in addition to Discovery Global shares that stockholders receive in the separationin addition to, and separate from, shares of Discovery Global common stockSEC EDGAR, Form DEFM14A filed Feb 17, 2026 ↗
management's estimate of the price per share after the net debt adjustmentbetween $27.75 and $26.98 per shareSEC EDGAR, Form DEFM14A filed Feb 17, 2026 ↗
vote required and record datea majority of the outstanding shares; February 4, 2026SEC EDGAR, Form DEFM14A filed Feb 17, 2026 ↗
an unvoted share counts againstsame effect as voting againstSEC EDGAR, Form DEFM14A filed Feb 17, 2026 ↗
the conversion proposalconversion into a limited liability companySEC EDGAR, Form DEFM14A filed Feb 17, 2026 ↗
the compensation proposaladvisory (non-binding) vote on executive compensationSEC EDGAR, Form DEFM14A filed Feb 17, 2026 ↗
the board unanimously recommends voting for the merger proposalunanimously recommends a vote forSEC EDGAR, Form DEFM14A filed Feb 17, 2026 ↗
the board tells stockholders to disregard cards from anyone but WBDdisregard any proxy card from anyone other than WBDSEC EDGAR, Form DEFM14A filed Feb 17, 2026 ↗
premium to the unaffected share price121%; $12.54; September 11, 2025SEC EDGAR, Form DEFM14A filed Feb 17, 2026 ↗
the unaffected price was set before media reports of a planned PSKY offer$12.54; September 11, 2025SEC EDGAR, Form DEFM14A filed Feb 17, 2026 ↗
enterprise value of the original cash-and-stock deal$82.7 billionWBD and Netflix announcement, Exhibit 99.1 to the Form 8-K filed Dec 5, 2025 ↗
equity value of the original cash-and-stock deal$72.0 billionWBD and Netflix announcement, Exhibit 99.1 to the Form 8-K filed Dec 5, 2025 ↗
date the 8-K reporting the original agreement was filedDec 5, 2025Our database
Netflix's description of its businessTV series, films, games and live programmingSEC EDGAR, Form DEFM14A filed Feb 17, 2026 ↗
WBD lists Warner Bros. Games among its brandsWarner Bros. GamesSEC EDGAR, Form DEFM14A filed Feb 17, 2026 ↗
games Warner Bros. Games develops or publishesGotham Knights (developer, publisher); Hogwarts Legacy (publisher); LEGO Batman: Legacy of the Dark Knight (publisher); Mortal Kombat 1 (publisher); Mortal Kombat Mobile (publisher); Suicide Squad: Kill the Justice League (publisher)Our database
Avalanche Software sits under Warner Bros. GamesWarner Bros. GamesOur database
NetherRealm Studios sits under Warner Bros. GamesWarner Bros. GamesOur database
Rocksteady Studios sits under Warner Bros. GamesWarner Bros. GamesOur database
TT Games sits under Warner Bros. GamesWarner Bros. GamesOur database
date of the original merger agreementDecember 4, 2025SEC EDGAR, Form 8-K filed Jan 20, 2026 ↗
date of the amended and restated merger agreementJanuary 19, 2026SEC EDGAR, Form DEFM14A filed Feb 17, 2026 ↗
the amendment makes the price payable entirely in cashentirely in cashSEC EDGAR, Form 8-K filed Jan 20, 2026 ↗
date WBD entered into a merger agreement with PSKYFebruary 27, 2026SEC EDGAR, Form 8-K filed Feb 27, 2026 ↗
PSKY's price per share$31.00 per share in cashWBD and Paramount announcement, Exhibit 99.1 to the Form 8-K filed Feb 27, 2026 ↗
WBD terminated the Netflix merger agreementterminated the Netflix merger agreementSEC EDGAR, Form 8-K filed Feb 27, 2026 ↗
termination fee paid to Netflix$2,800,000,000SEC EDGAR, Form 8-K filed Feb 27, 2026 ↗
date of the special meeting on the PSKY mergerApril 23, 2026SEC EDGAR, Form 8-K filed Apr 23, 2026 ↗
the stockholders approved the PSKY merger agreementapprovedSEC EDGAR, Form 8-K filed Apr 23, 2026 ↗
date the 8-K reporting the completion was filedOct 6, 2026Our database
the 8-K reports a change in control of WBDa change in control occurredSEC EDGAR, Form 8-K filed Oct 6, 2026 ↗
cash each WBD share was converted into$31.01666668 in cashSEC EDGAR, Form 8-K filed Oct 6, 2026 ↗
which documents of the filing we holdWe hold the text of this filing's DEFM14A, cut at our size limit. We do not hold the filing's other exhibits, and nothing else of it is held: a sentence about what the filing does not say is about the text we hold.Our database

The record

Company: Warner Bros. Discovery (CIK 1437107)
Form: DEFM14A
Accession: 0001193125-26-053002
Filed: Feb 17, 2026
Period of report: Not given

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The deal

Completed

93 filings, from Dec 5, 2025 to Oct 6, 2026.

Dec 5, 2025
Material agreement, Officers, directors or their pay8-K
Item 1.01: the company reports a material agreement. The item doesn't say what the agreement is.
SEC EDGAR ↗
Dec 5, 2025 – Jan 16, 2026
Merger communication42531 filings
1. Dec 5, 2025425Merger communicationStory SEC EDGAR ↗
2. Dec 5, 2025425Merger communicationStory SEC EDGAR ↗
3. Dec 5, 2025425Merger communicationStory SEC EDGAR ↗
4. Dec 5, 2025425Merger communicationStory SEC EDGAR ↗
5. Dec 8, 2025425Merger communicationStory SEC EDGAR ↗
6. Dec 8, 2025425Merger communicationStory SEC EDGAR ↗
7. Dec 8, 2025425Merger communicationStory SEC EDGAR ↗
8. Dec 8, 2025425Merger communicationStory SEC EDGAR ↗
9. Dec 8, 2025425Merger communicationStory SEC EDGAR ↗
10. Dec 8, 2025425Merger communicationStory SEC EDGAR ↗
11. Dec 8, 2025425Merger communicationStory SEC EDGAR ↗
12. Dec 8, 2025425Merger communicationStory SEC EDGAR ↗
13. Dec 9, 2025425Merger communicationStory SEC EDGAR ↗
14. Dec 15, 2025425Merger communicationStory SEC EDGAR ↗
15. Dec 17, 2025425Merger communicationStory SEC EDGAR ↗
16. Dec 17, 2025425Merger communicationStory SEC EDGAR ↗
17. Dec 17, 2025425Merger communicationStory SEC EDGAR ↗
18. Dec 17, 2025425Merger communicationStory SEC EDGAR ↗
19. Dec 17, 2025425Merger communicationStory SEC EDGAR ↗
20. Dec 17, 2025425Merger communicationStory SEC EDGAR ↗
21. Dec 17, 2025425Merger communicationStory SEC EDGAR ↗
22. Dec 19, 2025425Merger communicationStory SEC EDGAR ↗
23. Dec 22, 2025425Merger communicationStory SEC EDGAR ↗
24. Dec 23, 2025425Merger communicationStory SEC EDGAR ↗
25. Jan 6, 2026425Merger communicationStory SEC EDGAR ↗
26. Jan 7, 2026425Merger communicationStory SEC EDGAR ↗
27. Jan 7, 2026425Merger communicationStory SEC EDGAR ↗
28. Jan 7, 2026425Merger communicationStory SEC EDGAR ↗
29. Jan 7, 2026425Merger communicationStory SEC EDGAR ↗
30. Jan 15, 2026425Merger communicationStory SEC EDGAR ↗
31. Jan 16, 2026425Merger communicationStory SEC EDGAR ↗
A communication about the deal to shareholders or the public, filed under SEC rule 425.
Dec 8, 2025 – Feb 27, 2026
Tender offerSC TO-T28 filings
1. Dec 8, 2025SC TO-TTender offerStory SEC EDGAR ↗
2. Dec 8, 2025SC TO-T/ATender offer, amendedSEC EDGAR ↗
3. Dec 10, 2025SC TO-T/ATender offer, amendedSEC EDGAR ↗
4. Dec 11, 2025SC TO-T/ATender offer, amendedSEC EDGAR ↗
5. Dec 15, 2025SC TO-T/ATender offer, amendedSEC EDGAR ↗
6. Dec 17, 2025SC TO-T/ATender offer, amendedSEC EDGAR ↗
7. Dec 19, 2025SC TO-T/ATender offer, amendedSEC EDGAR ↗
8. Dec 22, 2025SC TO-T/ATender offer, amendedSEC EDGAR ↗
9. Dec 22, 2025SC TO-T/ATender offer, amendedSEC EDGAR ↗
10. Dec 22, 2025SC TO-T/ATender offer, amendedSEC EDGAR ↗
11. Dec 23, 2025SC TO-T/ATender offer, amendedSEC EDGAR ↗
12. Jan 8, 2026SC TO-T/ATender offer, amendedSEC EDGAR ↗
13. Jan 9, 2026SC TO-T/ATender offer, amendedSEC EDGAR ↗
14. Jan 9, 2026SC TO-T/ATender offer, amendedSEC EDGAR ↗
15. Jan 12, 2026SC TO-T/ATender offer, amendedSEC EDGAR ↗
16. Jan 20, 2026SC TO-T/ATender offer, amendedSEC EDGAR ↗
17. Jan 20, 2026SC TO-T/ATender offer, amendedSEC EDGAR ↗
18. Jan 22, 2026SC TO-T/ATender offer, amendedSEC EDGAR ↗
19. Jan 26, 2026SC TO-T/ATender offer, amendedSEC EDGAR ↗
20. Feb 10, 2026SC TO-T/ATender offer, amendedSEC EDGAR ↗
21. Feb 10, 2026SC TO-T/ATender offer, amendedSEC EDGAR ↗
22. Feb 17, 2026SC TO-T/ATender offer, amendedSEC EDGAR ↗
23. Feb 19, 2026SC TO-T/ATender offer, amendedSEC EDGAR ↗
24. Feb 24, 2026SC TO-T/ATender offer, amendedSEC EDGAR ↗
25. Feb 25, 2026SC TO-T/ATender offer, amendedSEC EDGAR ↗
26. Feb 25, 2026SC TO-T/ATender offer, amendedSEC EDGAR ↗
27. Feb 27, 2026SC TO-T/ATender offer, amendedSEC EDGAR ↗
28. Feb 27, 2026SC TO-T/ATender offer, amendedSEC EDGAR ↗
A tender offer: an offer made directly to shareholders to buy their shares.
Dec 17, 2025 – Feb 26, 2026
Response to a tender offerSC 14D912 filings
1. Dec 17, 2025SC 14D9Response to a tender offerSEC EDGAR ↗
2. Dec 17, 2025SC 14D9/AResponse to a tender offer, amendedSEC EDGAR ↗
3. Dec 23, 2025SC 14D9/AResponse to a tender offer, amendedSEC EDGAR ↗
4. Jan 7, 2026SC 14D9/AResponse to a tender offer, amendedSEC EDGAR ↗
5. Jan 7, 2026SC 14D9/AResponse to a tender offer, amendedSEC EDGAR ↗
6. Jan 20, 2026SC 14D9/AResponse to a tender offer, amendedSEC EDGAR ↗
7. Feb 10, 2026SC 14D9/AResponse to a tender offer, amendedSEC EDGAR ↗
8. Feb 17, 2026SC 14D9/AResponse to a tender offer, amendedSEC EDGAR ↗
9. Feb 17, 2026SC 14D9/AResponse to a tender offer, amendedSEC EDGAR ↗
10. Feb 24, 2026SC 14D9/AResponse to a tender offer, amendedSEC EDGAR ↗
11. Feb 25, 2026SC 14D9/AResponse to a tender offer, amendedSEC EDGAR ↗
12. Feb 26, 2026SC 14D9/AResponse to a tender offer, amendedSEC EDGAR ↗
The target company's response to a tender offer.
Jan 20, 2026
Material agreement, Reg FD disclosure8-K
Item 1.01: the company reports a material agreement. The item doesn't say what the agreement is.
SEC EDGAR ↗
Jan 20, 2026 – Mar 16, 2026
Merger proxy statement, preliminaryPREM14A2 filings
1. Jan 20, 2026PREM14AMerger proxy statement, preliminarySEC EDGAR ↗
2. Mar 16, 2026PREM14AMerger proxy statement, preliminarySEC EDGAR ↗
The merger proxy statement, the document shareholders vote on. Preliminary and revised versions come before the final one.
Jan 20, 2026 – Apr 16, 2026
Additional proxy materialDEFA14A11 filings
1. Jan 20, 2026DEFA14AAdditional proxy materialSEC EDGAR ↗
2. Feb 4, 2026DEFA14AAdditional proxy materialSEC EDGAR ↗
3. Feb 10, 2026DEFA14AAdditional proxy materialSEC EDGAR ↗
4. Feb 17, 2026DEFA14AAdditional proxy materialSEC EDGAR ↗
5. Feb 17, 2026DEFA14AAdditional proxy materialSEC EDGAR ↗
6. Feb 24, 2026DEFA14AAdditional proxy materialSEC EDGAR ↗
7. Feb 25, 2026DEFA14AAdditional proxy materialSEC EDGAR ↗
8. Feb 26, 2026DEFA14AAdditional proxy materialSEC EDGAR ↗
9. Mar 2, 2026DEFA14AAdditional proxy materialSEC EDGAR ↗
10. Mar 26, 2026DEFA14AAdditional proxy materialSEC EDGAR ↗
11. Apr 16, 2026DEFA14AAdditional proxy materialSEC EDGAR ↗
Additional material sent to shareholders with the proxy.
Feb 2, 2026 – Feb 9, 2026
Merger proxy statement, revised preliminaryPRER14A2 filings
1. Feb 2, 2026PRER14AMerger proxy statement, revised preliminarySEC EDGAR ↗
2. Feb 9, 2026PRER14AMerger proxy statement, revised preliminarySEC EDGAR ↗
The merger proxy statement, the document shareholders vote on. Preliminary and revised versions come before the final one.
Feb 17, 2026 – Mar 26, 2026
Merger proxy statementDEFM14A2 filingsHolds this filing
1. Feb 17, 2026DEFM14AMerger proxy statementThis filingSEC EDGAR ↗
2. Mar 26, 2026DEFM14AMerger proxy statementStory SEC EDGAR ↗
The merger proxy statement, the document shareholders vote on. Preliminary and revised versions come before the final one.
Feb 27, 2026
Material agreement, Agreement ended, Reg FD disclosure, Other events8-K
Item 1.01: the company reports a material agreement. The item doesn't say what the agreement is.
SEC EDGAR ↗
Apr 23, 2026
Shareholder vote8-K
Item 5.07: the results of a shareholder vote.
SEC EDGAR ↗
Oct 6, 2026
Material agreement, Agreement ended, Acquisition or sale of assets, New financial obligation, Delisting or listing change, Change to security holders' rights, Change in control, Officers, directors or their pay, Charter, bylaws or fiscal year change, Other events8-K
Item 2.01: the company reports an acquisition or a sale of assets. The 8-K's own text says the transaction was completed.
SEC EDGAR ↗

An 8-K reports an acquisition or a sale of assets (item 2.01) and its own text says the transaction was completed. It closes this deal: a later filing starts another.

The whole deal →