Warner Bros. Discovery agrees to be acquired by Netflix in cash-and-stock deal

Warner Bros. Discovery, Inc.

WBD stockholders to receive $23.25 cash per share plus Netflix shares at exchange ratio between 0.0376 and 0.0460.
Prior to merger, WBD will spin off its Global Linear Networks business into SpinCo via distribution to shareholders.
WBD must pay $2.8B termination fee if it accepts a superior proposal; Netflix must pay $5.8B if regulatory issues block deal.
Transaction expected to close by March 4, 2027, subject to regulatory approvals and WBD stockholder vote.
Boards of both companies unanimously approved the merger agreement.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Warner Bros. Discovery, Inc. entered into Agreement and Plan of Merger with Netflix, Inc., Nightingale Sub, Inc., New Topco 25, Inc. (effective 2025-12-04).

Action: entry
Agreement: merger
Counterparty: Netflix, Inc., Nightingale Sub, Inc., New Topco 25, Inc.
Effective: 2025-12-04

Exact text from the filing

On December 4, 2025, Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), Netflix, Inc., a Delaware corporation (“Netflix”), Nightingale Sub, Inc., a Delaware corporation and wholly owned subsidiary of Netflix (“Merger Sub”), 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”),

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Source: SEC EDGAR

accession 0001193125-25-309873

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