---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-082247"
form_type: "8-K"
ticker: "NFLX"
cik: "0001065280"
company_name: "NETFLIX INC"
filed_at: "2026-02-27T23:59:59+00:00"
generated_at: "2026-05-15T22:58:19.120459+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Netflix receives $2.8B termination fee after WBD ends merger to pursue PSKY deal

## Summary
- WBD terminated Merger Agreement on Feb 27, 2026 to accept superior proposal from Paramount Skydance Corporation.
- Netflix received $2.8 billion termination fee paid by PSKY on behalf of WBD.
- Netflix waived its right to negotiate on Feb 26 after WBD's notice of superior proposal.
- All financing commitments (Debt Commitment Letter, 2025 RCF, DDTL, Incremental Commitments) terminated.
- The terminated deal would have merged WBD's Streaming & Studios businesses into Netflix.

## SEC filing metadata
- accession: 0001193125-26-082247
- form_type: 8-K
- ticker: NFLX
- cik: 0001065280
- company_name: NETFLIX INC
- filed_at: 2026-02-27T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.02
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1065280/000119312526082247/0001193125-26-082247-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1065280/000119312526082247/d120618d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-082247
- JSON: https://secwatch.observer/filing/0001193125-26-082247.json
- Plain text: https://secwatch.observer/filing/0001193125-26-082247.txt

## Key facts
- Material Agreements
  NETFLIX INC terminated bridge facility incremental commitments agreement, dated as of January 19, 2026 (the "Incremental Commitments Agreement") with unknown valued at Automatically terminated in accordance with its terms (effective 2026-02-27).
  - Action: termination
  - Agreement: credit facility
  - Value: Automatically terminated in accordance with its terms
  - Effective: 2026-02-27
  source text: Also on February 27, 2026, as a result of the termination of the Merger Agreement, the commitments under Netflix's previously disclosed (i) bridge commitment letter, dated as of December 4, 2025 (the "Debt Commitment Letter"), (ii) bridge facility incremental commitments agreement, dated as of January 19, 2026 (the "Incremental Commitments Agreement"), (iii) senior unsecured revolving credit agreement, dated as of December 19, 2025 (the "2025 RCF") and (iv) senior unsecured delayed draw term loan credit agreement, dated as of December 19, 2025 (the "DDTL Credit Agreement") were each automatically terminated in accordance with their terms.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1065280/000119312526082247/0001193125-26-082247-index.htm
- Material Agreements
  NETFLIX INC terminated senior unsecured delayed draw term loan credit agreement, dated as of December 19, 2025 (the "DDTL Credit Agreement") with unknown valued at Automatically terminated in accordance with its terms (effective 2026-02-27).
  - Action: termination
  - Agreement: credit facility
  - Value: Automatically terminated in accordance with its terms
  - Effective: 2026-02-27
  source text: Also on February 27, 2026, as a result of the termination of the Merger Agreement, the commitments under Netflix's previously disclosed (i) bridge commitment letter, dated as of December 4, 2025 (the "Debt Commitment Letter"), (ii) bridge facility incremental commitments agreement, dated as of January 19, 2026 (the "Incremental Commitments Agreement"), (iii) senior unsecured revolving credit agreement, dated as of December 19, 2025 (the "2025 RCF") and (iv) senior unsecured delayed draw term loan credit agreement, dated as of December 19, 2025 (the "DDTL Credit Agreement") were each automatically terminated in accordance with their terms.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1065280/000119312526082247/0001193125-26-082247-index.htm
- Material Agreements
  NETFLIX INC terminated bridge commitment letter, dated as of December 4, 2025 (the "Debt Commitment Letter") with unknown valued at Automatically terminated in accordance with its terms (effective 2026-02-27).
  - Action: termination
  - Agreement: credit facility
  - Value: Automatically terminated in accordance with its terms
  - Effective: 2026-02-27
  source text: Also on February 27, 2026, as a result of the termination of the Merger Agreement, the commitments under Netflix's previously disclosed (i) bridge commitment letter, dated as of December 4, 2025 (the "Debt Commitment Letter"), (ii) bridge facility incremental commitments agreement, dated as of January 19, 2026 (the "Incremental Commitments Agreement"), (iii) senior unsecured revolving credit agreement, dated as of December 19, 2025 (the "2025 RCF") and (iv) senior unsecured delayed draw term loan credit agreement, dated as of December 19, 2025 (the "DDTL Credit Agreement") were each automatically terminated in accordance with their terms.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1065280/000119312526082247/0001193125-26-082247-index.htm
- Material Agreements
  NETFLIX INC terminated senior unsecured revolving credit agreement, dated as of December 19, 2025 (the "2025 RCF") with unknown valued at Automatically terminated in accordance with its terms (effective 2026-02-27).
  - Action: termination
  - Agreement: credit facility
  - Value: Automatically terminated in accordance with its terms
  - Effective: 2026-02-27
  source text: Also on February 27, 2026, as a result of the termination of the Merger Agreement, the commitments under Netflix's previously disclosed (i) bridge commitment letter, dated as of December 4, 2025 (the "Debt Commitment Letter"), (ii) bridge facility incremental commitments agreement, dated as of January 19, 2026 (the "Incremental Commitments Agreement"), (iii) senior unsecured revolving credit agreement, dated as of December 19, 2025 (the "2025 RCF") and (iv) senior unsecured delayed draw term loan credit agreement, dated as of December 19, 2025 (the "DDTL Credit Agreement") were each automatically terminated in accordance with their terms.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1065280/000119312526082247/0001193125-26-082247-index.htm
- Material Agreements
  NETFLIX INC terminated Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") with Warner Bros. Discovery, Inc. valued at Termination fee of $2,800,000,000 paid by PSKY on behalf of WBD (effective 2026-02-27).
  - Action: termination
  - Agreement: merger
  - Counterparty: Warner Bros. Discovery, Inc.
  - Value: Termination fee of $2,800,000,000 paid by PSKY on behalf of WBD
  - Effective: 2026-02-27
  source text: On February 27, 2026, WBD provided notice to Netflix that it had terminated the Merger Agreement in accordance with its terms in order to enter into an Agreement and Plan of Merger with PSKY in respect of such Company Superior Proposal. Concurrently with the termination of the Merger Agreement and entry into such agreement between WBD and PSKY, PSKY, on behalf of WBD, paid the $2,800,000,000 termination fee owed to Netflix in accordance with the terms of the Merger Agreement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1065280/000119312526082247/0001193125-26-082247-index.htm

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