Warner Bros. Discovery (WBD) Company Report

Paramount Skydance will acquire Warner Bros. Discovery for $31.00 per share in cash, valuing WBD at $81 billion equity and $110 billion enterprise value (7.5× 2026 EBITDA).
The transaction is financed by $47 billion of new Class B Paramount shares at $16.02 per share, backed by the Ellison Family and RedBird, plus $54 billion of debt commitments from Bank of America, Citigroup and Apollo.
Both boards have unanimously approved the merger, which is expected to close in Q3 2026, subject to WBD shareholder and regulatory approvals.
The merged company will expand its direct-to-consumer streaming business, integrate global linear networks and technology platforms, and commit to producing at least 30 theatrical films annually.

4 hours ago

8-K

Warner Bros. Discovery reports Q4 2025 results

WBD

Earnings

M&A

Warner Bros. Motion Picture Group delivered a record slate in 2025, with 9 films debuting at #1, 7 consecutive $40 million+ openings and 16 weeks atop the global box office.
HBO Max surpassed its 130 million subscriber goal and is on track for >140 million by end-Q1 2026 and >150 million by year-end.
Advertising trends improved sequentially in Q4 and into Q1, with U.S. scatter premiums and international ad sales flat to slightly up; the Milano Cortina Olympic Winter Games drove 50% growth in linear hours and 3× streaming audiences in Europe.
The board’s strategic review has engaged 4 bidders, generated 8 price increases and delivered a 63% uplift in value since September, aiming to maximize shareholder value through a planned separation.

1 day ago

Transcript

Warner Bros. Discovery reports Q4 2025 earnings results

WBD

Earnings

M&A

New Projects/Investments

Warner Bros. Motion Picture Group delivered a historic slate in 2025 with nine #1 box-office debuts, including seven consecutive $40 million+ openings and 16 weeks atop the global box office, and its films garnered nine Golden Globes and 30 Academy Award nominations.
HBO and HBO Max achieved breakout TV success, led by “It: Welcome to Derry” (27 million viewers per episode) and “Heated Rivalry” (13 million), while newer seasons of “The Pitt” and “Industry” grew audiences by 30% and 50% year-over-year.
HBO Max surpassed 130 million global subscribers, on track for >140 million by end-Q1 and >150 million by year-end, driven by five strategic levers: content, penetration, product improvements, retention, and monetization.
Management reaffirmed the planned summer spin-off of Discovery Global, noting a strategic review with four bidders has yielded a 63% increase in value versus the initial offer; Discovery Global is expected to emerge with ~3.3× net leverage and a single-B to low double-B rating.
Q4 saw sequential improvement in ad revenues, with Warner Bros. Discovery securing 30% of U.S. prime-time cable viewing, >50% growth in linear hours during the Milano Cortina Olympics, and international ad sales flat to slightly up.
The videogame segment was reset around proven studios and IP; 2026 releases include LEGO Batman (May) and “Game of Thrones: Dragonfire” (summer), with major franchise launches slated for 2027 onward.

1 day ago

Transcript

Warner Bros. Discovery reports Q4 2025 results and strategic review

WBD

Earnings

Guidance Update

M&A

Warner Bros. Motion Picture Group achieved a historic run, with 9 films debuting #1 at the global box office, 7 consecutive $40 million+ openings, and 16 weeks atop the charts, highlighted by Wuthering Heights’ $160 million in two weeks ($83 million opening weekend) in early 2026.
HBO Max surpassed its 130 million subscriber goal set in August 2022, and is on track for 140 million by end-Q1 and 150 million by year-end 2026, with launches in Germany, Italy, the U.K. and Ireland.
Sequential improvement in advertising trends continued from Q4 2025 into Q1 2026, despite a 100 bps NBA headwind, driven by strong sports viewership (MLB, NHL) and top-25 cable series premieres across key networks.
The board’s strategic review has engaged 4 bidders, produced 8 price increases, and delivered a 63% value uplift versus the initial offer, under a planned separation of Warner Bros. and Discovery Global to maximize shareholder value.
Discovery Global is positioned for flat to slight growth in international ad sales (supported by free-to-air scale), a 140-event sports portfolio reaching 2 million+ viewers, and a pro forma net leverage of ~3.3x—expected to support single-B to low-BB ratings post-separation.

1 day ago

Transcript

Warner Bros. Discovery outlines 2025 segment performance and transaction update

WBD

Earnings

Guidance Update

M&A

Studios segment delivered $2.55 billion in Adjusted EBITDA, a 52% ex-FX year-over-year increase, exceeding guidance on the path to a $3 billion goal.
Streaming segment closed 2025 with nearly 132 million subscribers, surpassing the 130 million target, and generated $1.37 billion in Adjusted EBITDA, more than doubling year-over-year.
Global Linear Networks launched CNN All Access and drove >50% growth in European linear viewership during the Olympic Winter Games, which became the most streamed ever with viewers tripling versus Beijing 2022.
Generated $3.09 billion in free cash flow in 2025 (including ~$1.35 billion of separation and transaction costs) and ended Q4 with 3.3× net leverage after repaying a $1 billion bridge loan.
Announced a definitive agreement for Netflix to acquire Warner Bros. following the planned separation, as part of a broader effort to unlock shareholder value.

1 day ago

8-K

WBD rebrands TheViewPoint to Upstream, launches CTV direct sales automation platform

WBD

Product Launch

TheViewPoint has been rebranded as Upstream, marking a shift from legacy SSP offerings to a focus on direct‐sales automation for CTV publishers.
Upstream automates direct‐sold campaigns through native integrations with major ad servers—including NBCU, Paramount, Tubi, Warner Bros Discovery, and Disney—eliminating DSP/SSP intermediaries and associated fees.
The platform delivers reduced manual order processing, streamlined billing and reconciliation, and enhanced publisher control over inventory, CPMs, fraud prevention, and brand safety.
Early adopters such as NBCUniversal, Paramount, Tubi, and Warner Bros Discovery report significant efficiency gains and stronger direct‐sales performance.

Feb 19, 2026, 2:00 PM

Press Release

Warner Bros. Discovery amends bridge loan to extend maturity

WBD

Debt Issuance

On February 18, 2026, Warner Bros. Discovery’s subsidiary entered into Amendment No. 1 to its non-investment grade leveraged bridge loan, extending the maturity to the earlier of June 30, 2027 or the date of the Spin-Off.
The amendment revises key definitions in the loan agreement, including Maturity Date, Spin-Off, Bookrunners, and Co-Syndication Agents to align with the planned corporate separation.
A schedule of duration fees was updated, starting at 0.30% on December 31, 2025 and rising to 1.00% from September 30, 2026 through March 31, 2027.
All obligations under the bridge loan remain guaranteed or secured by the parent and designated subsidiaries, subject to customary closing conditions.

Feb 18, 2026, 9:32 PM

8-K

Warner Bros. Discovery to vote on Netflix bid

WBD

M&A

Proxy Vote Outcomes

Legal Proceedings

Board recommends shareholders approve Netflix’s all-cash $27.75-per-share bid valued at $82.7 billion; vote expected in early March.
If approved, Netflix acquires HBO, HBO Max and the Warner Bros. film/TV library; WBD’s linear assets will spin off into a new public company called Discovery Global.
Rival Paramount Skydance has launched a hostile bid, extended its tender offer deadline to Feb. 20, and initiated a proxy fight and litigation after WBD labeled its offer “inadequate”.
The Senate Judiciary Committee will hold a Feb. 3 hearing on the deal’s competitive effects; U.S. and European regulators may still delay or alter the transaction.

Feb 2, 2026, 3:13 PM

CNBC

Warner Bros. Discovery amends merger agreement with Netflix to all-cash transaction

WBD

M&A

The companies revised their definitive agreement so that Netflix will acquire WBD in an all-cash transaction at $27.75 per share, unchanged from the prior structure, with WBD stockholders also receiving value from the planned Discovery Global spin-off.
The $___ billion deal (at $27.75/share) will be financed via a mix of cash on hand, available credit facilities and committed financing, preserving Netflix’s investment-grade ratings and balance-sheet flexibility.
The amendment accelerates the WBD stockholder vote to April 2026, with closing expected 12–18 months after the original merger agreement date, subject to completion of the Discovery Global separation, regulatory approvals and stockholder approval.
Both Netflix’s and WBD’s boards unanimously approved the amended all-cash structure, underscoring confidence in the transaction’s value certainty and strategic benefits.

Jan 20, 2026, 12:00 PM

8-K

Warner Bros. Discovery faces inquiry over Netflix sale

WBD

Legal Proceedings

M&A

Monteverde & Associates PC, a Top 50 Firm in the 2024 ISS Securities Class Action Services Report, has launched a legal inquiry into Warner Bros. Discovery’s proposed sale of its studios and HBO Max/HBO to Netflix.
Under the deal terms, WBD shareholders would receive $23.25 in cash and $4.501 in Netflix common stock for each share of Warner Bros. Discovery common stock.
Juan Monteverde’s firm is investigating potential securities claims and invites affected shareholders to obtain free, no-obligation information.

Dec 17, 2025, 9:35 PM

Press Release