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Warner Bros. Discovery sets an Apr 23 shareholder vote on Paramount's $31.00-a-share cash merger

The definitive proxy statement filed Mar 26, 2026 asks holders to adopt the merger agreement, and the WBD board unanimously recommended a vote for it.

From the public record2 min read

Published Filed
FormDEFM14A
FiledMar 26
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 a definitive proxy statement, a Form DEFM14A, on Mar 26, 2026: the document a company sends shareholders before a merger vote. At a special meeting on Apr 23, 2026, holders were asked to vote on adopting the merger agreement under which Paramount Skydance Corporation (PSKY) would acquire WBD. Each WBD share, other than shares canceled for no consideration and shares whose holders properly exercise appraisal rights, would be converted into $31.00 in cash, plus a daily ticking amount if the merger takes effect after Sep 30, 2026. That ticking amount is $0.00277778 a calendar day, capped at $0.25 per 90-calendar-day period.1234567

The proxy puts the $31.00 about 147% above WBD's unaffected share price of $12.54, the price before media reports on Sep 11, 2025 that PSKY planned an offer. A press release of Feb 27, 2026, announcing the merger agreement, valued WBD at $81 billion in equity value, the shares alone, and $110 billion in enterprise value, the shares plus debt, less cash.89101112

For games, the merger would make WBD, and with it Warner Bros. Games, a wholly owned subsidiary of PSKY: WBD lists the unit among its brands, and PSKY lists Skydance Games among its own. The studios under Warner Bros. Games include Avalanche Software (Hogwarts Legacy), NetherRealm Studios (Mortal Kombat 1 and Mortal Kombat Mobile), Rocksteady Studios (Suicide Squad: Kill the Justice League) and TT Games (LEGO Batman: Legacy of the Dark Knight).1314151617181920212223

WBD reported an earlier merger agreement, with Netflix, in an 8-K (the form a US company files to report a material event) filed Dec 5, 2025. PSKY's tender offer, a direct bid to WBD's shareholders for their shares, was filed with the SEC on a Form SC TO-T on Dec 8, 2025. An 8-K filed Jan 20, 2026 reported the Netflix agreement amended to an all-cash transaction. On Feb 27, 2026, WBD gave Netflix notice ending that agreement and entered into the PSKY agreement; in connection with the termination, PSKY paid Netflix a fee of $2.8 billion on WBD's behalf.242526272829303132

The merger proposal needed a majority of the 2,506,768,389 shares outstanding on the Mar 20, 2026 record date; a share not voted counted as a vote against. The US antitrust waiting period under the Hart-Scott-Rodino Act expired on Feb 19, 2026. Under specified circumstances the agreement provides for a $3 billion termination fee payable by WBD to PSKY and a $7 billion one, called the regulatory termination fee, payable by PSKY to WBD.333435363738

WBD held the meeting on Apr 23, 2026, and its 8-K for the vote reports that the proposal to adopt the merger agreement was approved. An 8-K filed Oct 6, 2026 reports the merger as completed: each WBD share, other than shares canceled for no consideration and shares whose holders properly exercised appraisal rights, was converted into $31.01666668 in cash, which includes the ticking amount.3940414243

Our records hold the text of this proxy statement and not the filing's other exhibits.44

How each figure was checked44 facts
  1. WBD filed this DEFM14A on Mar 26, 2026Mar 26, 2026Our database
  2. the filing is a Form DEFM14ADEFM14AOur database
  3. the special meeting of WBD stockholders is to be held on April 23, 2026 to vote on adopting the Merger AgreementApril 23, 2026SEC EDGAR, Form DEFM14A filed Mar 26, 2026 ↗
  4. as a result of the Merger, PSKY will acquire WBDPSKY will acquire WBDSEC EDGAR, Form DEFM14A filed Mar 26, 2026 ↗
  5. each WBD share is converted into $31.00 in cash, plus the Ticking Consideration if the closing is after September 30, 2026$31.00; September 30, 2026SEC EDGAR, Form DEFM14A filed Mar 26, 2026 ↗
  6. shares canceled for no consideration under the Merger Agreement, or whose holders properly exercised appraisal rights, are not converted into the cash pricecanceled for no consideration; appraisal rightsSEC EDGAR, Form DEFM14A filed Mar 26, 2026 ↗
  7. the Ticking Consideration is $0.00277778 per calendar day after September 30, 2026, not above $0.25 per 90-calendar-day period$0.00277778; September 30, 2026; $0.25; 90SEC EDGAR, Form DEFM14A filed Mar 26, 2026 ↗
  8. the proxy puts the $31.00 cash price about 147% above WBD's unaffected price of $12.54 before Sep 11, 2025 media reports$31.00; September 30, 2026; 147%; $12.54; September 11, 2025SEC EDGAR, Form DEFM14A filed Mar 26, 2026 ↗
  9. the media reports of Sep 11, 2025 said PSKY planned to make an offer to acquire WBDSeptember 11, 2025SEC EDGAR, Form DEFM14A filed Mar 26, 2026 ↗
  10. Paramount and WBD announced the merger agreement on Feb 27, 2026February 27, 2026SEC EDGAR, Form 8-K filed Feb 27, 2026 (press release) ↗
  11. the Feb 27, 2026 release values WBD at $81 billion in equity value$81 billionSEC EDGAR, Form 8-K filed Feb 27, 2026 (press release) ↗
  12. the Feb 27, 2026 release values WBD at $110 billion in enterprise value$110 billionSEC EDGAR, Form 8-K filed Feb 27, 2026 (press release) ↗
  13. Merger Sub merges into WBD, which survives as a wholly owned subsidiary of PSKYwholly owned subsidiary of PSKYSEC EDGAR, Form DEFM14A filed Mar 26, 2026 ↗
  14. WBD names Warner Bros. Games among its brandsWarner Bros. GamesSEC EDGAR, Form DEFM14A filed Mar 26, 2026 ↗
  15. PSKY names Skydance Games among its businessesSkydance GamesSEC EDGAR, Form DEFM14A filed Mar 26, 2026 ↗
  16. Avalanche Software develops these gamesHogwarts Legacy (developer)Our database
  17. Avalanche Software is under Warner Bros. GamesWarner Bros. GamesOur database
  18. NetherRealm Studios develops these gamesMortal Kombat 1 (developer); Mortal Kombat Mobile (developer)Our database
  19. NetherRealm Studios is under Warner Bros. GamesWarner Bros. GamesOur database
  20. Rocksteady Studios develops these gamesSuicide Squad: Kill the Justice League (developer)Our database
  21. Rocksteady Studios is under Warner Bros. GamesWarner Bros. GamesOur database
  22. TT Games develops these gamesLEGO Batman: Legacy of the Dark Knight (developer)Our database
  23. TT Games is under Warner Bros. GamesWarner Bros. GamesOur database
  24. WBD reported a merger agreement with Netflix in an 8-K filed Dec 5, 2025Dec 5, 2025Our database
  25. WBD and Netflix entered into an Agreement and Plan of MergerAgreement and Plan of MergerSEC EDGAR, Form 8-K filed Dec 5, 2025 ↗
  26. a Form SC TO-T (tender offer) was filed Dec 8, 2025 with Paramount Skydance as counterpartyDec 8, 2025Our database
  27. the HSR waiting period began Dec 8, 2025 on PSKY's filing for the PSKY Tender OfferDecember 8, 2025SEC EDGAR, Form DEFM14A filed Mar 26, 2026 ↗
  28. an 8-K filed Jan 20, 2026 reports the Netflix agreement amendedJan 20, 2026Our database
  29. Netflix and WBD amend agreement to all-cash transactionall-cashSEC EDGAR, Form 8-K filed Jan 20, 2026 (press release) ↗
  30. on Feb 27, 2026, before entering into the Merger Agreement, WBD gave Netflix written notice terminating the Netflix Merger AgreementFebruary 27, 2026SEC EDGAR, Form 8-K filed Feb 27, 2026 ↗
  31. WBD, PSKY and Merger Sub entered into the Merger Agreement on Feb 27, 2026February 27, 2026SEC EDGAR, Form 8-K filed Feb 27, 2026 ↗
  32. PSKY, on behalf of WBD, paid Netflix a termination fee of $2,800,000,000$2,800,000,000SEC EDGAR, Form 8-K filed Feb 27, 2026 ↗
  33. the merger proposal needs a majority of outstanding shares as of the record datemajoritySEC EDGAR, Form DEFM14A filed Mar 26, 2026 ↗
  34. shares outstanding at the record date2,506,768,389SEC EDGAR, Form DEFM14A filed Mar 26, 2026 ↗
  35. the record date is March 20, 2026March 20, 2026SEC EDGAR, Form DEFM14A filed Mar 26, 2026 ↗
  36. failure to vote has the same effect as voting againstAGAINSTSEC EDGAR, Form DEFM14A filed Mar 26, 2026 ↗
  37. HSR waiting period expired Feb 19, 2026February 19, 2026SEC EDGAR, Form DEFM14A filed Mar 26, 2026 ↗
  38. termination fees of $3 billion (WBD to PSKY) and $7 billion (PSKY to WBD)$3 billion; $7 billionSEC EDGAR, Form DEFM14A filed Mar 26, 2026 ↗
  39. WBD held the special meeting on April 23, 2026April 23, 2026SEC EDGAR, Form 8-K filed Apr 23, 2026 ↗
  40. the proposal to adopt the Merger Agreement was approved by the requisite voteapprovedSEC EDGAR, Form 8-K filed Apr 23, 2026 ↗
  41. an 8-K was filed Oct 6, 2026Oct 6, 2026Our database
  42. each WBD share, other than shares canceled for no consideration or with appraisal rights exercised, was converted into $31.01666668 in cash, which includes the Ticking Consideration$31.01666668SEC EDGAR, Form 8-K filed Oct 6, 2026 ↗
  43. the Oct 6, 2026 8-K reports the consummation of the Mergerconsummation of the MergerSEC EDGAR, Form 8-K filed Oct 6, 2026 ↗
  44. what our records hold of this filingOur database

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The record

Company
Warner Bros. Discovery (CIK 1437107)
Form
DEFM14A
Accession
0001193125-26-125075
Filed
Mar 26, 2026
Period of report
Not given
Open the source ↗
New to this? Learn it in 3 minMergers, acquisitions and tender offers

The deal

Completed

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

  1. 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 ↗
  2. Dec 5, 2025 – Jan 16, 2026
    Merger communication42531 filings
    1. Dec 5, 2025425Merger communicationStorySEC EDGAR ↗
    2. Dec 5, 2025425Merger communicationStorySEC EDGAR ↗
    3. Dec 5, 2025425Merger communicationStorySEC EDGAR ↗
    4. Dec 5, 2025425Merger communicationStorySEC EDGAR ↗
    5. Dec 8, 2025425Merger communicationStorySEC EDGAR ↗
    6. Dec 8, 2025425Merger communicationStorySEC EDGAR ↗
    7. Dec 8, 2025425Merger communicationStorySEC EDGAR ↗
    8. Dec 8, 2025425Merger communicationStorySEC EDGAR ↗
    9. Dec 8, 2025425Merger communicationStorySEC EDGAR ↗
    10. Dec 8, 2025425Merger communicationStorySEC EDGAR ↗
    11. Dec 8, 2025425Merger communicationStorySEC EDGAR ↗
    12. Dec 8, 2025425Merger communicationStorySEC EDGAR ↗
    13. Dec 9, 2025425Merger communicationStorySEC EDGAR ↗
    14. Dec 15, 2025425Merger communicationStorySEC EDGAR ↗
    15. Dec 17, 2025425Merger communicationStorySEC EDGAR ↗
    16. Dec 17, 2025425Merger communicationStorySEC EDGAR ↗
    17. Dec 17, 2025425Merger communicationStorySEC EDGAR ↗
    18. Dec 17, 2025425Merger communicationStorySEC EDGAR ↗
    19. Dec 17, 2025425Merger communicationStorySEC EDGAR ↗
    20. Dec 17, 2025425Merger communicationStorySEC EDGAR ↗
    21. Dec 17, 2025425Merger communicationStorySEC EDGAR ↗
    22. Dec 19, 2025425Merger communicationStorySEC EDGAR ↗
    23. Dec 22, 2025425Merger communicationStorySEC EDGAR ↗
    24. Dec 23, 2025425Merger communicationStorySEC EDGAR ↗
    25. Jan 6, 2026425Merger communicationStorySEC EDGAR ↗
    26. Jan 7, 2026425Merger communicationStorySEC EDGAR ↗
    27. Jan 7, 2026425Merger communicationStorySEC EDGAR ↗
    28. Jan 7, 2026425Merger communicationStorySEC EDGAR ↗
    29. Jan 7, 2026425Merger communicationStorySEC EDGAR ↗
    30. Jan 15, 2026425Merger communicationStorySEC EDGAR ↗
    31. Jan 16, 2026425Merger communicationStorySEC EDGAR ↗

    A communication about the deal to shareholders or the public, filed under SEC rule 425.

  3. Dec 8, 2025 – Feb 27, 2026
    Tender offerSC TO-T28 filings
    1. Dec 8, 2025SC TO-TTender offerStorySEC 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.

  4. 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.

  5. 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 ↗
  6. 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.

  7. 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.

  8. 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.

  9. Feb 17, 2026 – Mar 26, 2026
    Merger proxy statementDEFM14A2 filingsHolds this filing
    1. Feb 17, 2026DEFM14AMerger proxy statementStorySEC EDGAR ↗
    2. Mar 26, 2026DEFM14AMerger proxy statementThis filingSEC EDGAR ↗

    The merger proxy statement, the document shareholders vote on. Preliminary and revised versions come before the final one.

  10. 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 ↗
  11. Apr 23, 2026

    Shareholder vote8-K

    Item 5.07: the results of a shareholder vote.

    SEC EDGAR ↗
  12. 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 →

About Warner Bros. Discovery

Warner Bros. Discovery page →
Revenue$37.3 billionYear to Dec 31, 2025 · −5.15% year over year
Operating income$738 millionYear to Dec 31, 2025 · +107.36% year over year
Net income$727 millionYear to Dec 31, 2025 · +106.43% year over year

Source: SEC EDGAR XBRL financial data · filed Aug 6, 2026

Open roles
No public hiring feed we can read
Layoffs, 12 months
No WARN notices in the US states we read

Sources

  1. SEC EDGAR, Form DEFM14A filed Mar 26, 2026
  2. How we collect our data
Warner Bros. Discovery

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