---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-308651"
form_type: "8-K"
ticker: "NFLX"
cik: "0001065280"
company_name: "NETFLIX INC"
filed_at: "2025-12-05T23:59:59+00:00"
generated_at: "2026-05-16T14:11:16.368524+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Netflix to acquire Warner Bros. Discovery for $23.25 cash plus stock; up to $59B debt financing

## Summary
- Netflix to acquire WBD for $23.25 cash + stock (exchange ratio 0.0376-0.0460 based on NFLX avg price).
- WBD to spin off Global Linear Networks (SpinCo) to shareholders before closing; net debt adjustment applies.
- Netflix secured $59B bridge loan from Wells Fargo, BNP Paribas, HSBC to fund cash portion.
- Transaction expected close by March 2027, subject to WBD stockholder vote and regulatory approvals.
- Termination fees: WBD pays Netflix $2.8B; Netflix pays WBD $5.8B if antitrust-related failure.

## SEC filing metadata
- accession: 0001193125-25-308651
- form_type: 8-K
- ticker: NFLX
- cik: 0001065280
- company_name: NETFLIX INC
- filed_at: 2025-12-05T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 1.01, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1065280/000119312525308651/0001193125-25-308651-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1065280/000119312525308651/d65144d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-308651
- JSON: https://secwatch.observer/filing/0001193125-25-308651.json
- Plain text: https://secwatch.observer/filing/0001193125-25-308651.txt

## Key facts
- Material Agreements
  NETFLIX INC entered into Agreement and Plan of Merger with Warner Bros. Discovery, Inc. valued at Cash consideration of $23.25 per share and stock exchange ratio between 0.0376 and 0.0460 (effective 2025-12-04).
  - Action: entry
  - Agreement: merger
  - Counterparty: Warner Bros. Discovery, Inc.
  - Value: Cash consideration of $23.25 per share and stock exchange ratio between 0.0376 and 0.0460
  - Effective: 2025-12-04
  source text: On December 4, 2025, Netflix, Inc., a Delaware corporation (“Netflix”), Nightingale Sub, Inc., a Delaware corporation and wholly owned subsidiary of Netflix (“Merger Sub”), Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), and New Topco 25, Inc., a newly formed Delaware corporation and wholly owned subsidiary of WBD (“Newco”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the terms of the Merger Agreement, among other things, (i) a newly formed Delaware corporation and wholly owned subsidiary of Newco will merge with and into WBD (the “Holdco Merger”) in accordance with Section 251(g) of the General Corporation Law of the State of Delaware, with WBD surviving as a wholly owned subsidiary of Newco and with the stockholders of WBD immediately prior to the effective time of the Holdco Merger becoming the stockholders of Newco at and immediately following the effective time of the Holdco Merger, and (ii) following an intern
  evidence_url: https://www.sec.gov/Archives/edgar/data/1065280/000119312525308651/0001193125-25-308651-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.