Netflix agrees to acquire Warner Bros. Discovery for cash and stock

NETFLIX INC

Each WBD share converted into cash (Per Share Cash Amount) and Netflix stock (Exchange Ratio).
WBD to spin off Spinco Business to its stockholders prior to closing.
Transaction includes a Holdco Reorganization intended to be tax-free under Section 368(a)(1)(F).
Deal requires WBD stockholder approval and regulatory clearances; termination fees apply.
Merger agreement dated December 4, 2025, with closing expected after conditions satisfied.

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