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.

item 1.01 item 9.01

Key facts

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

NETFLIX INC entered into Agreement and Plan of Merger.

Action: entry
Agreement: merger

Exact text from the filing

as Exhibit 2.1 to the Original 8-K. The Merger Agreement as filed hereto as Exhibit 2.1 supersedes the Merger Agreement filed as Exhibit 2.1 to the Original 8-K and is incorporated by reference into Item 1.01 of the Original 8-K

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Source: SEC EDGAR

accession 0001193125-25-309911

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