Warner Bros. Discovery (WBD) Company Report

WBD and Netflix entered into an Agreement and Plan of Merger, under which WBD will merge with Nightingale Sub after a spin-off, and each share of WBD common stock will convert into $23.25 in cash plus Netflix common shares per a VWAP-based exchange ratio.
The Exchange Ratio is based on the 15-day volume-weighted average trading price of Netflix shares ending three trading days before closing: 0.0376 if ≥ $119.67, 0.0460 if ≤ $97.91, or 4.50 divided by the VWAP if in between, subject to net debt adjustments.
Prior to closing, WBD will execute a Separation and Distribution Agreement to spin off its Spinco business and distribute Spinco shares to WBD stockholders.
WBD’s Compensation Committee adopted a $38.7 million Transaction Bonus Program for select key employees (excluding the CEO), with individual awards up to 150% of base salary, payable upon continued employment through the separation and merger and, for Spinco roles and certain executives, set in consultation with Netflix.

9 hours ago

8-K

Warner Bros. Discovery shareholder alert on Netflix transaction fairness

WBD

Legal Proceedings

M&A

The Ademi Firm is investigating potential breaches of fiduciary duty by Warner Bros. Discovery’s board in its proposed deal with Netflix, alleging limits on competing bids and substantial insider benefits impact public shareholders.
Under the agreement, WBD shareholders will receive $23.25 in cash and $4.50 in Netflix stock per share, valuing the company at $27.75 per share, with a total enterprise value of $82.7 billion.
The Netflix stock component includes a collar: if the 15-day VWAP is below $97.91, shareholders get 0.0460 Netflix shares; if above $119.67, they receive 0.0376 shares.
The inquiry focuses on whether the board secured a fair price for public shareholders in the transaction.

14 hours ago

Press Release

Warner Bros. Discovery to Be Acquired by Netflix

WBD

M&A

Netflix will acquire Warner Bros.’ film and TV studios, including HBO and HBO Max, for a total enterprise value of $82.7 billion (equity value of $72.0 billion) in a cash-and-stock deal valuing WBD at $27.75 per share.
WBD shareholders will receive $23.25 in cash and $4.50 in Netflix stock per share, with a stock collar adjusting the share ratio based on Netflix’s VWAP at closing.
The transaction is conditioned on the separation of WBD’s Global Networks division into “Discovery Global” (now expected by Q3 2026) and requires customary regulatory and shareholder approvals.
Netflix forecasts at least $2–3 billion in annual cost synergies by year three and expects the deal to be accretive to GAAP EPS by the second year post-close.
The merger, unanimously approved by both boards, is expected to close within 12–18 months following the Global Networks separation.

17 hours ago

8-K

Warner Bros. Discovery faces $71 billion bid from Paramount Skydance consortium

WBD

M&A

Takeover Bid

Paramount Skydance, led by the Ellison family, has allied with Saudi PIF, Qatar’s QIA, and ADIA to mount a $71 billion bid for Warner Bros. Discovery.
Paramount would front $50 billion, while each sovereign fund contributes $7 billion in exchange for minority stakes and rights to WBD’s intellectual property and movie premieres.
Warner Bros. Discovery has rejected three previous offers and set a November 20 deadline for initial bids, with Comcast and Netflix among other suitors.
If successful, the deal would unite major entertainment brands including Paramount Pictures, Warner Bros., HBO, and CNN, marking a significant reshaping of the media landscape.

Nov 18, 2025, 7:40 PM

CNBC

Warner Bros. Discovery amends CEO pay amid strategic review

WBD

Executive Compensation

M&A

Under the amendment, 92% of CEO David Zaslav’s stock options will remain eligible to vest in the event of a sale or reverse spinoff treated as a separation if completed by December 31, 2026.
Zaslav’s CEO term is extended to at least 2030 if a change-in-control agreement is reached before end-2026 and no separation occurs.
The company is fielding acquisition bids from Paramount, Comcast and Netflix and plans to split into two entities by April 2026 as part of its strategic review.

Nov 13, 2025, 10:20 PM

Bloomberg

Warner Bros. Discovery amends CEO’s compensation agreements

WBD

Executive Compensation

M&A

The company amended David Zaslav’s employment and option agreements to treat a Reverse Spinoff (spinning off Discovery Global) as a Spinoff for all purposes, ensuring his Signing Options remain outstanding and references to “ContentCo” apply to Warner Bros. post-transaction.
If WBD enters into a Qualifying Change-in-Control (CIC) Agreement before the Outside Date (December 31, 2026), Zaslav’s Signing Options will not be forfeited, and his employment term is extended to December 31, 2030, with Pre-Spinoff Terms continuing until the Terms Transition Date.
The amendment clarifies that internal restructuring transactions (e.g., mergers, spin-offs among WBD affiliates) do not qualify as a Change in Control or Qualifying Transaction and will not trigger accelerated vesting or lift forfeiture conditions on Zaslav’s options.
Similar letters were sent to other senior executives (including Gunnar Wiedenfels, Bruce Campbell, and JB Perrette) to ensure their agreements also treat a Reverse Spinoff as a Separation for incentive purposes.

Nov 13, 2025, 9:45 PM

8-K

Warner Bros. Discovery reports Q3 2025 financial and operating highlights

WBD

Guidance Update

Warner Bros. Discovery’s studio segment is leading the 2025 global box office—first to surpass $4 billion in ticket sales—and is expected to exceed $2.4 billion in EBITDA in 2025, moving towards a $3 billion EBITDA goal.
The streaming segment added >30 million subscribers over three years, will contribute $1.3 billion in EBITDA in 2025 (versus a $2.5 billion loss three years ago), and HBO Max is now live in 100+ countries with a target of 150 million subscribers by end-2026.
Linear networks (TNT, TBS, CNN, Discovery, etc.) remain resilient cash-flow generators, while net leverage has been reduced to 3.3× EBITDA following a $1 billion bridge loan paydown in Q3.
An active process is underway to evaluate strategic alternatives, including the planned separation of Discovery Global Networks and HBO Max businesses.

Nov 6, 2025, 1:00 PM

Transcript

Warner Bros. Discovery reports Q3 2025 results

WBD

Earnings

Guidance Update

Studios back to #1, leading 2025 global box office with $4 billion YTD and targeting >$2.4 billion studio EBITDA in 2025 en route to a $3 billion goal; pipeline includes DC’s Superman, horror hits (Weapons, The Conjuring: Last Rites), original films and a Gremlins sequel for Nov 19, 2027 release.
HBO Max now in 100+ countries, added 30 million streaming subscribers over three years, with this segment generating >$1.3 billion EBITDA in 2025; European launches in Germany, Italy, U.K. and Ireland in 2026 and a path to >150 million total subs by end-2026.
Core linear networks (TNT, TBS, CNN, Discovery, etc.) remain resilient cash-flow drivers and are expanding digitally to sustain long-term profitability.
Net leverage reduced to 3.3× EBITDA after $1 billion bridge loan paydown in Q3, and an active process to separate into two well-capitalized businesses is underway.

Nov 6, 2025, 1:00 PM

Transcript

Warner Bros. Discovery reports Q3 2025 results

WBD

Earnings

Guidance Update

Studios leadership restored: Warner Bros. leads the 2025 global box office and expects to exceed $2.4 billion in studio EBITDA this year, progressing toward a $3 billion goal.
Streaming turnaround: added over 30 million subscribers in three years; streaming segment EBITDA swung to >$1.3 billion profit versus a $2.5 billion loss three years ago, with 150 million total subs targeted by end-2026.
Linear networks resilience: TNT, TBS, CNN, Discovery and others remain key cash generators; net leverage cut to 3.3× EBITDA after a $1 billion bridge loan paydown in Q3.
Corporate action update: active board-directed process underway to separate into two businesses and evaluate strategic alternatives.

Nov 6, 2025, 1:00 PM

Transcript

Warner Bros. Discovery outlines Q3 2025 performance and strategic review

WBD

Guidance Update

M&A

Streaming & Studios revenue rose 7% ex-FX and Adjusted EBITDA climbed 59% ex-FX year-over-year; Global Linear Networks delivered a 44% EBITDA margin.
Generated $701 million free cash flow (including ≈$500 million of separation-related costs), repaid $1.2 billion of debt, and ended the quarter with 3.3× net leverage.
Board initiated a review of strategic alternatives, considering the planned separation, potential sale of the entire company or individual businesses, or an alternative separation structure, with no definitive timetable.
Reaffirmed 2025 targets: Studios Adjusted EBITDA to exceed $2.4 billion and Streaming Adjusted EBITDA to reach at least $1.3 billion.