FilingsDeal filing

Warner Bros. Discovery agrees to a $31-a-share cash merger with Paramount Skydance and ends its Netflix deal

The companies' joint press release of Feb 27, 2026 values WBD at an enterprise value of $110 billion; Paramount Skydance paid Netflix a $2.8 billion termination fee on WBD's behalf.

From the public record2 min read

Published Oct 15, 2026 · 01:10 UTCUpdated Oct 21, 2026 · 01:36 UTCFiled Feb 27, 2026

Form8-K

FiledFeb 27

Items1.01, 1.02, 7.01, 8.01

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) entered into a merger agreement with Paramount Skydance Corporation on Feb 27, 2026, under which each WBD share is to be converted into $31.00 in cash. If the closing date falls after Sep 30, 2026, shareholders also get a "ticking" amount of $0.00277778 for each calendar day after that date, not to exceed $0.25 per 90 calendar day period. In the same 8-K, the current report public companies file with the SEC, WBD reports that it ended its merger agreement with Netflix, and that Paramount Skydance paid Netflix a termination fee of $2.8 billion on WBD's behalf.1 2 3 4 5 6

Under the agreement, Prince Sub, a Paramount Skydance subsidiary, was to merge with and into WBD, with WBD surviving as a wholly owned subsidiary of Paramount Skydance. The companies' joint press release values WBD at $81 billion in equity value, the value of its shares alone, and $110 billion in enterprise value, which adds debt and subtracts cash. It said the deal was expected at the time to close in Q3 2026, subject to customary conditions that include regulatory clearances and approval by WBD shareholders. The press release says the deal is funded by $47 billion in equity backed by the Ellison Family and RedBird Capital Partners, and is backed by $54 billion of debt commitments.7 8 9 10 11 12

WBD had agreed to merge with Netflix on Dec 4, 2025, and amended that agreement on Jan 19, 2026 to pay the $27.75 per share merger consideration entirely in cash. Following its board's determination that Paramount Skydance had made a "Company Superior Proposal" and Netflix's waiver of its right to propose revisions, WBD gave Netflix a written notice terminating that agreement on Feb 27. WBD also withdrew its Netflix proxy statement and canceled the special meeting scheduled for Mar 20, 2026. Paramount had gone to shareholders directly with a tender offer filed on Dec 8, 2025, and says it terminated that all-cash tender offer in connection with the merger agreement.13 14 15 16 5 17 18 19

A proxy statement filed on Mar 26, 2026 puts the $31.00 price at a premium of approximately 147% to WBD's unaffected stock price of $12.54 per share before media reports on Sep 11, 2025.20 21

The deal matters to games because WBD includes Warner Bros. Games, which publishes Hogwarts Legacy (developed by Avalanche Software), Mortal Kombat 1 (NetherRealm Studios), Suicide Squad: Kill the Justice League (Rocksteady Studios) and LEGO Batman: Legacy of the Dark Knight (TT Games). The press release names Harry Potter, Lord of the Rings, Game of Thrones and the DC Universe among the franchises of the combined company, and lists Skydance's Interactive/Games division among Paramount's portfolio.22 23 24 25 26 27 28

The takeover closed later; an 8-K filed Oct 6, 2026 reports its completion under item 2.01, the item for a completed acquisition. Our records hold the text of 42 documents of this deal, and a filing older than the collector's window is not stored, so a deal's early steps may be missing from them.29 30 31

How each figure was checked31 facts

the agreement and its dateOn February 27, 2026, Warner Bros. Discovery, Paramount Skydance Corporation and Prince Sub Inc., a wholly owned subsidiary of PSKY, entered into an Agreement and Plan of MergerSEC EDGAR, Warner Bros. Discovery Form 8-K filed Feb 27, 2026 ↗
the cash per shareeach share is converted into the right to receive an amount in cash equal to $31.00, without interestSEC EDGAR, Warner Bros. Discovery Form 8-K filed Feb 27, 2026 ↗
ticking considerationThe Ticking Consideration will be an amount in cash equal to $0.00277778 multiplied by the number of calendar days elapsed after September 30, 2026 to and including the Closing Date (which will not exceed $0.25 per 90 calendar day period)SEC EDGAR, Warner Bros. Discovery Form 8-K filed Feb 27, 2026 ↗
the form8-KOur database
termination of the Netflix agreementWBD delivered to Netflix a written notice terminating the Netflix Merger Agreement in connection with entering into the Merger AgreementSEC EDGAR, Warner Bros. Discovery Form 8-K filed Feb 27, 2026 ↗
Netflix termination feePSKY, on behalf of WBD, paid Netflix a termination fee of $2,800,000,000 in cashSEC EDGAR, Warner Bros. Discovery Form 8-K filed Feb 27, 2026 ↗
the merger structureMerger Sub will merge with and into WBD, with WBD surviving as a wholly owned subsidiary of PSKYSEC EDGAR, Warner Bros. Discovery Form 8-K filed Feb 27, 2026 ↗
equity value$81 billionJoint press release of Feb 27, 2026 (Exhibit 99.1) ↗
enterprise value$110 billionJoint press release of Feb 27, 2026 (Exhibit 99.1) ↗
expected timingis expected to close in Q3 2026, subject to customary closing conditions, including regulatory clearances and approval by WBD shareholdersJoint press release of Feb 27, 2026 (Exhibit 99.1) ↗
equity fundingThe transaction is funded by $47 billion in equity, fully backed by the Ellison Family and RedBird Capital PartnersJoint press release of Feb 27, 2026 (Exhibit 99.1) ↗
debt fundingthe transaction is backed by $54 billion of debt commitments from Bank of America, Citigroup, and ApolloJoint press release of Feb 27, 2026 (Exhibit 99.1) ↗
Netflix amendment: all cashthe $27.75 per share merger consideration to be paid to WBD stockholders will be paid entirely in cashSEC EDGAR, Warner Bros. Discovery Form 8-K filed Jan 20, 2026 (Netflix agreement) ↗
Netflix amendment dateOn January 19, 2026, WBD and Netflix entered into an Amended and Restated Agreement and Plan of MergerSEC EDGAR, Warner Bros. Discovery Form 8-K filed Jan 20, 2026 (Netflix agreement) ↗
original Netflix agreement datethe Agreement and Plan of Merger, dated as of December 4, 2025SEC EDGAR, Warner Bros. Discovery Form 8-K filed Jan 20, 2026 (Netflix agreement) ↗
superior proposalFollowing the WBD board of directors’ determination that it had received a “Company Superior Proposal,” as defined in the Netflix Merger Agreement, from PSKY, and Netflix’s waiver of its right to propose revisions to the Netflix Merger Agreement, on February 27, 2026SEC EDGAR, Warner Bros. Discovery Form 8-K filed Feb 27, 2026 ↗
Netflix proxy withdrawnWBD withdraws the previously filed definitive proxy statement with respect to the Netflix Merger Agreement, and its special meeting of stockholders, which was scheduled to be held on March 20, 2026, has been canceledSEC EDGAR, Warner Bros. Discovery Form 8-K filed Feb 27, 2026 ↗
tender offer filedDec 8, 2025Our database
tender offer terminatedIn connection with the entry into the merger agreement, Paramount has terminated its all-cash tender offer to acquire all outstanding shares of WBDJoint press release of Feb 27, 2026 (Exhibit 99.1) ↗
definitive proxy statement filedMar 26, 2026Our database
premium$31.00 in cash (before taking into account the Ticking Consideration payable if the Closing Date occurs after September 30, 2026) represents a premium of approximately 147% to WBD's unaffected stock price of $12.54 per share prior to media reports on September 11, 2025SEC EDGAR, Warner Bros. Discovery definitive proxy statement filed Mar 26, 2026 ↗
Warner Bros. Games among WBD brandsWarner Bros. GamesJoint press release of Feb 27, 2026 (Exhibit 99.1) ↗
who makes Hogwarts LegacyAvalanche Software (developer); Warner Bros. Games (publisher)Our database
who makes Mortal Kombat 1NetherRealm Studios (developer); Warner Bros. Games (publisher)Our database
who makes Suicide SquadRocksteady Studios (developer); Warner Bros. Games (publisher)Our database
who makes LEGO BatmanTT Games (developer); Warner Bros. Games (publisher)Our database
franchisesHarry Potter, Lord of the Rings, Game of Thrones, the DC UniverseJoint press release of Feb 27, 2026 (Exhibit 99.1) ↗
Skydance interactive/games divisionSkydance’s Animation, Film, Television, Interactive/Games, and Sports divisionsJoint press release of Feb 27, 2026 (Exhibit 99.1) ↗
completion filingOct 6, 2026Our database
items of the completion filing1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01Our database
what the deal documents we hold stateOur records hold the text of 42 documents of this deal (31 425, 8 8-K, 1 SC TO-T, 2 DEFM14A). They state a premium over a market price in 7 sentences, an equity value in 6 sentences and an enterprise value in 10 sentences. A filing older than the collector's window is not stored, so a deal's early steps may be missing from them.Our database

The record

Company: Warner Bros. Discovery (CIK 1437107)
Form: 8-K
Accession: 0001437107-26-000018
Filed: Feb 27, 2026
Period of report: Feb 27, 2026
Items: 1.01 Material agreement, 1.02 Agreement ended, 7.01 Reg FD disclosure, 8.01 Other events

Open the source ↗

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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 filings
1. Feb 17, 2026DEFM14AMerger proxy statementStory SEC 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-KThis filing
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.

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