FilingsSEC filing

Warner Bros. Discovery shareholders approve Paramount merger, 1.74 billion shares for and 16.3 million against

In a separate, non-binding vote, holders rejected the merger-related pay of WBD's named executive officers, with 1.44 billion shares against and 308 million for.

From the public record2 min read

Published Oct 19, 2026 · 23:59 UTCFiled Apr 23, 2026

Form8-K

FiledApr 23

Items5.07

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) stockholders voted on Apr 23, 2026 to adopt the merger agreement under which Paramount Skydance Corporation (PSKY) would acquire WBD. WBD reported in an 8-K, the form a US company files to report a material event, filed that day that the proposal was approved by the requisite vote. On that proposal, 1,742,843,087 shares voted for, 16,260,135 against and 2,371,121 abstained. In all, 1,761,474,343 shares, about 70.3% of the 2,506,768,389 outstanding on the Mar 20, 2026 record date, were present at the meeting, which formed a quorum.1 2 3 4 5 6 7

Holders did not approve, on an advisory basis, the compensation that WBD's named executive officers may receive in connection with the merger. That vote counted 307,742,302 shares for, 1,444,387,748 against and 9,344,293 abstaining; the filing calls it non-binding.8 9

The 8-K says the proposals are described in the definitive proxy statement, the document sent to shareholders before a vote, that WBD filed on Mar 26, 2026. That proxy puts the $31.00 a share in cash, before a ticking amount added if the closing falls after Sep 30, 2026, 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.10 11 12 13 14

For games, the merger would make WBD, and the games units under it, a wholly owned subsidiary of PSKY. Warner Bros. Games, WBD's games publisher, both develops and publishes Gotham Knights, and publishes Hogwarts Legacy, LEGO Batman: Legacy of the Dark Knight, Mortal Kombat 1, Mortal Kombat Mobile and Suicide Squad: Kill the Justice League. Their developers 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).2 15 16 17 18 19 20

WBD reported an earlier merger agreement, with Netflix, in an 8-K filed Dec 5, 2025, and an 8-K filed Jan 20, 2026 reported it 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. 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.21 22 23 24 25 26 27 28 29

Our records hold the text of this 8-K and not the filing's other exhibits.30

How each figure was checked30 facts

WBD held a special meeting of stockholders on April 23, 2026 in connection with the Merger Agreement dated February 27, 2026April 23, 2026; February 27, 2026SEC EDGAR, Form 8-K filed Apr 23, 2026 ↗
Merger Sub will merge into WBD, which survives as a wholly owned subsidiary of PSKYwholly owned subsidiary of PSKYSEC EDGAR, Form 8-K filed Apr 23, 2026 ↗
WBD filed this 8-K on Apr 23, 2026Apr 23, 2026Our database
the proposal to adopt the Merger Agreement was approved by the requisite vote of the WBD stockholdersapprovedSEC EDGAR, Form 8-K filed Apr 23, 2026 ↗
votes on the merger proposal: for, against, abstain1,742,843,087; 16,260,135; 2,371,121SEC EDGAR, Form 8-K filed Apr 23, 2026 ↗
shares present at the meeting, forming a quorum1,761,474,343; 70.3%SEC EDGAR, Form 8-K filed Apr 23, 2026 ↗
outstanding shares at the March 20, 2026 record date2,506,768,389; March 20, 2026SEC EDGAR, Form 8-K filed Apr 23, 2026 ↗
holders did not approve, on an advisory (non-binding) basis, the merger-related compensation of named executive officersdid not approveSEC EDGAR, Form 8-K filed Apr 23, 2026 ↗
votes on the compensation proposal: for, against, abstain307,742,302; 1,444,387,748; 9,344,293SEC EDGAR, Form 8-K filed Apr 23, 2026 ↗
the proposals are described in the definitive proxy statement filed with the SEC on March 26, 2026March 26, 2026SEC EDGAR, Form 8-K filed Apr 23, 2026 ↗
the proxy puts the $31.00 cash price about 147% above WBD's unaffected price of $12.54$31.00; September 30, 2026; 147%; $12.54; September 11, 2025SEC EDGAR, Form DEFM14A filed Mar 26, 2026 ↗
Paramount and WBD announced the merger agreement on Feb 27, 2026February 27, 2026SEC EDGAR, Form 8-K filed Feb 27, 2026 (press release) ↗
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) ↗
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) ↗
Warner Bros. Games titlesGotham 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
WB Games is under Warner Bros. DiscoveryWarner Bros. DiscoveryOur database
Avalanche Software develops these gamesHogwarts Legacy (developer)Our database
NetherRealm Studios develops these gamesMortal Kombat 1 (developer); Mortal Kombat Mobile (developer)Our database
Rocksteady Studios develops these gamesSuicide Squad: Kill the Justice League (developer)Our database
TT Games develops these gamesLEGO Batman: Legacy of the Dark Knight (developer)Our database
WBD reported a merger agreement with Netflix in an 8-K filed Dec 5, 2025Dec 5, 2025Our database
WBD and Netflix entered into an Agreement and Plan of MergerAgreement and Plan of MergerSEC EDGAR, Form 8-K filed Dec 5, 2025 ↗
an 8-K filed Jan 20, 2026 reports the Netflix agreement amendedJan 20, 2026Our database
Netflix and WBD amend agreement to all-cash transactionall-cashSEC EDGAR, Form 8-K filed Jan 20, 2026 (press release) ↗
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 ↗
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 ↗
an 8-K was filed Oct 6, 2026Oct 6, 2026Our database
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 ↗
the Oct 6, 2026 8-K reports the consummation of the Mergerconsummation of the MergerSEC EDGAR, Form 8-K filed Oct 6, 2026 ↗
what our records hold of this filingOur database

The record

Company: Warner Bros. Discovery (CIK 1437107)
Form: 8-K
Accession: 0001193125-26-173660
Filed: Apr 23, 2026
Period of report: Apr 23, 2026
Items: 5.07 Shareholder vote

Open the source ↗

New to this? Learn it in 6 minReading an 8-K

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-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-KThis filing
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 →