Warner Bros. Discovery, Inc. Series A Common Stock (NASDAQ: WBD) is trading in the middle of one of the most dramatic M&A battles the media industry has seen in years, after the company’s board formally urged shareholders not to tender into Paramount Skydance’s hostile offer and to instead support Warner Bros. Discovery’s already-signed combination with Netflix. [1]
WBD stock price on Dec. 17, 2025: the market is pricing a “deal probability” spread
As of the latest reported trade on December 17, 2025, WBD stock was $28.455, down $0.445 from the prior close (about -1.54%), with heavy trading volume.
That price matters because it sits between two headline deal reference points:
- Paramount Skydance tender offer:$30.00 per share, all cash (hostile tender). [2]
- Netflix merger headline value:$27.75 per WBD share in a cash-and-stock structure plus the additional value from shares of Discovery Global that WBD shareholders would receive via the planned separation. [3]
At ~$28.46, WBD is trading about $1.55 (~5.4%) below Paramount’s $30 cash price—an implied discount that typically reflects uncertainty around timing, conditions, financing, and regulatory risk.
The headline news from Dec. 17: WBD board says “reject Paramount, support Netflix”
In a press release dated December 17, 2025, Warner Bros. Discovery said its board unanimously determined Paramount Skydance’s tender offer is not in the best interests of WBD and its shareholders, and does not qualify as a “Superior Proposal” under the Netflix merger agreement. The board reiterated its recommendation that shareholders reject Paramount’s offer and not tender their shares. [4]
The company’s formal position is also reflected in its Schedule 14D-9 filing with the SEC, which includes the board’s reasoning and the legal framework around the tender offer response. [5]
Reuters, the Financial Times, and the Associated Press all reported the same core development: WBD’s board has moved from “evaluating” to an explicit no, escalating the public fight between Paramount Skydance and Netflix for control of WBD’s crown-jewel entertainment assets. [6]
The two competing paths for WBD shareholders: what’s actually being offered
1) Paramount Skydance: $30 per share, all-cash tender for the entire company
Paramount says it has commenced an all-cash tender offer to acquire all outstanding WBD shares for $30.00 per share, and that the transaction is for the entirety of WBD, including the Global Networks segment. [7]
In public reporting, the bid is frequently described as roughly $108.4 billion (enterprise-value framing) and “hostile,” because Paramount took its case directly to shareholders after WBD chose Netflix in the earlier strategic process. [8]
2) Netflix: $27.75 headline value per share + Discovery Global spin value
Netflix’s investor statement (also dated Dec. 17) lays out a structure it says is fully negotiated and financed and valued at $27.75 per WBD share, comprised of $23.25 in cash plus a target value of $4.50 in Netflix stock (with a collar mechanism), plus the added value of the shares shareholders would receive in the Discovery Global separation. [9]
WBD’s SEC filing describes the mechanics more formally, including that shareholders would receive cash and Netflix stock consideration, and also receive Discovery Global shares via a pro-rata distribution ratio determined closer to separation. [10]
Why WBD rejected Paramount: the board’s key arguments (financing, binding certainty, and “hidden costs”)
WBD’s board is not disputing that “$30” is a higher number than “$27.75.” Instead, it argues the Paramount offer creates an “untenable” risk profile—and that the risk-adjusted value isn’t superior.
Here are the biggest points WBD highlighted on Dec. 17:
Financing certainty: WBD says the Ellison “backstop” is not what it’s advertised to be
WBD’s press release states the Ellison family has still not provided an equity backstop, despite Paramount’s headline claims, and positions Paramount’s proposal as imposing significant risk and uncertainty. [11]
Reuters similarly reported WBD’s criticism that Paramount’s financing portrayal was misleading and centered on concerns about the firmness of equity support. [12]
Binding deal vs. amendable tender: WBD stresses Paramount can change terms
WBD explicitly warns that Paramount’s offer is “non-binding” and can be terminated or amended at any time, including changes to the price. [13]
A hard calendar reality: the tender offer “expires” Jan. 8, 2026 — but WBD says it can’t close by then
According to the SEC filing, Paramount’s tender offer is scheduled to expire at 5:00 p.m. New York City time on January 8, 2026, unless extended or terminated earlier. [14]
WBD argues the offer is not capable of being completed by its current expiration date, in part because Paramount indicates global regulatory approvals may take 12–18 months—undercutting the idea that the tender is a “fast” path to cash. [15]
The “break fee + financing cost” problem: WBD says the $30 price ignores billions of shareholder costs
One of the most market-moving details in WBD’s letter is the board’s claim that switching paths could create at least $4.3 billion in potential costs, which WBD estimates as about $1.66 per share borne by shareholders if the Paramount offer does not close. [16]
WBD breaks that down in its Dec. 17 communication as including:
- A $2.8 billion termination fee payable to Netflix if WBD abandons that agreement (which WBD says Paramount has not offered to reimburse), and
- Approximately $1.5 billion in financing costs if WBD cannot complete a planned debt exchange that WBD says would not be permitted by Paramount’s offer structure. [17]
Paramount’s counter-argument: “all cash is cleaner and faster”
Paramount has positioned its offer as a cleaner, more certain, “quicker” route—especially compared with a cash-and-stock structure that depends in part on Netflix’s share price and a complex separation.
In its Dec. 8 tender-offer announcement, Paramount argues Netflix’s alternative is “volatile and complex,” and emphasizes that Paramount’s proposal includes WBD’s Global Networks rather than leaving those assets in a standalone configuration. [18]
Public reporting on Dec. 17 also notes Paramount’s view that its offer has stronger “cash certainty,” while disputing WBD’s claims about financing. [19]
Regulatory risk: why antitrust is the true wildcard for both deals
Even with financing debates and price headlines, the biggest uncertainty in WBD stock right now is regulatory clearance—and who bears the risk if a deal is blocked or heavily conditioned.
WBD’s position: “no material difference” between Paramount and Netflix on regulatory risk
WBD says it does not believe there is a material difference in regulatory risk between the two transactions, and notes Netflix agreed to a $5.8 billion regulatory termination cash fee (which WBD highlights as larger than Paramount’s $5 billion break fee). [20]
Reuters / analyst chatter: Netflix may face tougher scrutiny (and could be pushed toward divestitures)
Reuters reported that some analysts see Paramount’s deal as potentially facing fewer regulatory obstacles, while also warning Netflix could face more intense scrutiny that might require remedies—such as divestiture of assets like HBO—depending on how regulators define the streaming and media markets. [21]
Netflix’s argument: “we’re not the market—look at view-share data”
In its Dec. 17 statement, Netflix argues the combined company would still trail larger players in TV viewing share and cites Nielsen-based figures showing Netflix behind YouTube and Disney in U.S. view share, with a combined Netflix + HBO/HBO Max pro forma share that Netflix says remains below those leaders. [22]
Another fresh development investors are watching: a key backer steps away
Several outlets reported that Affinity Partners, Jared Kushner’s investment firm, withdrew from participating in Paramount’s bid consortium—adding uncertainty around one slice of the financing narrative and escalating the political optics around the deal fight. [23]
Forecasts and price targets on Dec. 17: what Wall Street “used to think” (and why it may not apply cleanly now)
Traditional analyst price targets and earnings-based valuation models can become less useful when a stock is trading primarily on deal odds. Still, investors track them because they influence sentiment if negotiations break down and WBD returns to a fundamentals-driven market.
Here’s what two widely followed aggregators showed on Dec. 17:
- MarketBeat: consensus rating “Moderate Buy” based on 27 analyst ratings, with an average 12‑month price target of $22.58 (high $35, low $10). [24]
- StockAnalysis: consensus rating “Buy” based on 17 analysts, with an average price target of $19.47 (high $30, low $10). [25]
Important context: many of those targets were set before the current takeover structure and may not reflect (1) a credible $30 all-cash tender, (2) Netflix’s per-share consideration mechanics, and (3) the added value/uncertainty of the Discovery Global separation.
A “Hollywood ending” theory: could the assets be split?
A Reuters Breakingviews column published Dec. 17 floated a scenario where the bidders avoid a destructive bidding war by splitting WBD’s assets—suggesting a structure where different buyers take different pieces, producing a combined value higher than either current bid headline. [26]
This is commentary—not a deal announcement—but investors pay attention because it highlights why WBD stock may not trade perfectly in line with either single headline price.
What investors should watch next: the timeline that could move WBD stock
Here are the key catalysts now embedded in the calendar:
- Tender offer expiration: Paramount’s offer is currently set to expire January 8, 2026 at 5:00 p.m. NYC time, unless extended or terminated. [27]
- Possible bid revisions: WBD’s filings and public coverage emphasize Paramount can amend terms—raising the possibility of a higher price, different financing, or altered conditions. [28]
- Shareholder vote timing on the Netflix deal: Public reporting indicates a shareholder vote on the Netflix transaction is expected in spring or early summer 2026. [29]
- Discovery Global separation milestones: Netflix’s statement says the Discovery Global separation is planned for Q3 2026, a key value component for WBD shareholders in the Netflix path. [30]
- Regulatory signals: Any updates from U.S. or EU competition authorities can swing WBD quickly, because the market is pricing clearance risk into today’s spread. [31]
Bottom line for WBD Series A stock on Dec. 17, 2025
WBD stock is no longer trading like a normal media name driven by quarterly results, subscriber additions, or advertising cycles. It’s trading like a live referendum on:
- Which deal (if any) closes,
- Whether the bidder raises price or changes structure, and
- How regulators treat the combination in a streaming ecosystem dominated by a handful of giants.
As of today’s filings and statements, Warner Bros. Discovery’s board is firmly aligned with Netflix, while Paramount continues to press its $30 all-cash case directly to shareholders—setting up weeks of high-volatility, headline-driven trading. [32]
References
1. www.nasdaq.com, 2. www.paramount.com, 3. www.sec.gov, 4. ir.wbd.com, 5. www.sec.gov, 6. www.reuters.com, 7. www.paramount.com, 8. www.reuters.com, 9. ir.netflix.net, 10. www.sec.gov, 11. ir.wbd.com, 12. www.reuters.com, 13. ir.wbd.com, 14. www.sec.gov, 15. ir.wbd.com, 16. ir.wbd.com, 17. ir.wbd.com, 18. www.paramount.com, 19. www.reuters.com, 20. ir.wbd.com, 21. www.reuters.com, 22. ir.netflix.net, 23. www.businessinsider.com, 24. www.marketbeat.com, 25. stockanalysis.com, 26. www.reuters.com, 27. www.sec.gov, 28. www.sec.gov, 29. www.reuters.com, 30. ir.netflix.net, 31. ir.netflix.net, 32. ir.wbd.com
