Warner Bros. Discovery, Inc. (NASDAQ: WBD) stock is spending Christmas week in a very un-Christmas-like place: the middle of a full-scale M&A tug-of-war that could redraw the streaming map and reshape Hollywood’s power structure.
As of the last U.S. market close on Wednesday, Dec. 24, 2025, WBD stock traded around $29.23, near the top of its 52-week range (about $7.25 to $30.33)—a dramatic swing that reflects how quickly the narrative has shifted from “media turnaround” to “deal math.”
The reason is simple: Netflix has a signed deal to buy WBD’s studios-and-streaming crown jewels, while Paramount Skydance is running a hostile, all-cash counter-offer for the entire company—and both sides are now sharpening terms, financing, and shareholder messaging heading into early 2026. [1]
Below is a detailed, up-to-date breakdown of today’s key news, what analysts are forecasting, and what matters next for anyone following Warner Bros. Discovery stock into 2026.
Why Warner Bros. Discovery stock is moving: it’s a bidding war now
On Dec. 5, 2025, Netflix announced a definitive agreement to acquire Warner Bros.’ film and TV studios plus HBO and HBO Max, following the planned separation of WBD’s networks business into Discovery Global. [2]
That set off an aggressive response from Paramount Skydance (NASDAQ: PSKY), which launched a hostile tender offer valued at $30 per share in cash for all outstanding WBD shares—meaning Paramount would assume all assets and liabilities, including the cable networks and debt. [3]
Since then, the story has escalated in rapid steps:
- Dec. 17: WBD’s board publicly urged shareholders to reject Paramount’s tender offer, saying it wasn’t a “Superior Proposal” under the Netflix agreement and arguing Paramount’s offer imposed major risks and costs. [4]
- Dec. 22: WBD confirmed receipt of an amended Paramount tender offer and told shareholders not to take action yet while it reviews the revised terms—while also stating it was not changing its recommendation for the Netflix deal. [5]
- Dec. 22–23: Paramount added a major credibility upgrade: Larry Ellison’s personal guarantee of $40.4 billion of equity financing, and extended its tender expiration to Jan. 21, 2026. [6]
The result: WBD stock is now trading like a classic merger-arbitrage situation—prices, spreads, and probabilities matter more than quarter-to-quarter ad trends.
Deal terms at a glance: Netflix vs. Paramount Skydance
Netflix’s deal for Studios + HBO/HBO Max (post-separation)
Netflix’s published terms value the transaction at $27.75 per WBD share, consisting of:
- $23.25 in cash, plus
- $4.50 in Netflix stock (with a collar mechanism tied to Netflix’s VWAP) [7]
Netflix disclosed a collar range (based on a 15-day VWAP measured shortly before closing) that determines the exact share ratio, designed to limit extreme swings in the stock portion of the consideration. [8]
Crucially, Netflix’s bid targets the studios and streaming business and comes after WBD’s planned separation of the legacy networks into Discovery Global. [9]
Paramount Skydance’s hostile all-cash offer for the whole company
Paramount’s revised offer (announced Dec. 22) reiterates:
- $30.00 per WBD share in cash for 100% of WBD, assuming all assets and liabilities [10]
- A regulatory reverse termination fee increased to $5.8 billion (to match Netflix’s) [11]
- Tender offer expiration extended to 5:00 p.m. New York time on Jan. 21, 2026 [12]
Paramount also argues that WBD shareholders need clearer disclosure on how the Netflix package compares—particularly around the value of the networks “stub” and debt adjustments. [13]
Why WBD stock trades above Netflix’s $27.75 headline price
A big question for anyone watching Warner Bros. Discovery stock today: if Netflix is offering $27.75, why is WBD trading around $29?
There are three main reasons—and they can all be true at the same time:
- The market is pricing in a meaningful chance of a higher outcome (Paramount’s $30 cash deal, a sweetened bid, or improved terms). Paramount has explicitly left the door open to further escalation by continuing to press its “superior” framing. [14]
- Netflix is buying only part of the empire. Under the Netflix structure, shareholders are expected to end up with exposure to the separated networks business (Discovery Global) plus the Netflix cash/stock package for the studios-and-streaming assets. That makes simple one-number comparisons misleading. [15]
- Spread + timing + risk. With a closing path that runs through a separation process and heavy regulatory scrutiny, investors discount for time and uncertainty—then re-add a premium for the possibility of a topping bid.
This is also why many 12‑month analyst targets (built for “normal times”) are currently struggling to keep up with the “deal times” trading reality.
Financing and breakup fees: the “certainty” war is getting expensive
Netflix’s financing moves (a signal to regulators and shareholders)
One of the most market-moving headlines heading into Dec. 25 is Netflix’s financing work to prove it can close.
Reuters reported that Netflix refinanced part of a $59 billion bridge loan tied to the WBD transaction, including:
- a $5 billion revolving credit facility, and
- two $10 billion delayed-draw term loans,
leaving roughly $34 billion of the bridge facility to be syndicated. [16]
Investopedia also noted Netflix disclosed $25 billion in financing support in a regulatory filing—again emphasizing funding certainty. [17]
Breakup fees that actually matter to the stock
This isn’t just corporate-law trivia. Breakup fees shape incentives—and incentives shape probabilities.
WBD’s SEC tender-offer response materials describe:
- $2.8 billion payable by WBD to Netflix if WBD terminates to accept a superior proposal (among other triggering events), and
- $5.8 billion payable by Netflix to WBD under certain regulatory failure scenarios after a specified outside date. [18]
Reuters also highlighted that WBD would owe Netflix $2.8 billion if it walks away. [19]
From a stock perspective, that $2.8B is a real “switching cost” if WBD pivots to Paramount—especially if Paramount does not explicitly cover it.
WBD’s board stance: “Reject Paramount,” but still reviewing the revised bid
WBD has taken a firm public posture—while keeping the door legally open.
- On Dec. 17, WBD’s board said Paramount’s tender offer was not in shareholders’ best interests and reiterated support for the Netflix combination. [20]
- On Dec. 22, WBD confirmed receipt of the amended offer and told shareholders not to act yet, while reiterating it was not modifying its Netflix recommendation. [21]
WBD also claims there is no material difference in regulatory risk between Paramount’s proposal and the Netflix merger—though Paramount argues the opposite in its public messaging. [22]
Shareholder sentiment: “open to better,” but not convinced yet
Not all shareholders are treating this as settled.
Reuters reported that Harris Associates, described as WBD’s fifth-largest shareholder with roughly a 3.9% stake, said it would be “very open” to a revised Paramount bid if Paramount improved financial consideration and addressed deal-term concerns—while still describing Netflix’s offer as superior on terms “as things stand today.” [23]
That matters because this is ultimately a shareholder vote and/or tender dynamic—meaning investor blocs can materially influence the endgame.
The separation plan: the hidden engine behind the whole story
Long before Netflix and Paramount started trading press releases like haymakers, WBD announced a plan to separate into two public companies:
- Streaming & Studios (Warner Bros Television, Warner Bros Motion Picture Group, DC Studios, HBO, HBO Max, etc.)
- Global Networks (CNN, TNT Sports, Discovery channels, Discovery+, Bleacher Report, and more) [24]
WBD later said the post-separation company names are expected to be:
- Warner Bros. (Streaming & Studios)
- Discovery Global (Global Networks) [25]
And Reuters reported that in June 2025, WBD bondholders overwhelmingly approved a plan to enable the split and support debt actions tied to the restructuring, underscoring how central capital structure is to the entire strategy. [26]
This split is not a side quest—it’s the board’s original route to unlock value, and it’s now directly embedded in how the Netflix transaction is expected to close. [27]
Latest fundamentals: what WBD’s business looked like before the takeover frenzy
Even in a deal-driven market, fundamentals still matter—because they affect negotiating leverage and “standalone value” if deals break.
In WBD’s Q3 2025 report (quarter ended Sept. 30, 2025), the company highlighted:
- Revenue: $9.0 billion (down 6% ex-FX year over year)
- Adjusted EBITDA: $2.5 billion (up 2% ex-FX)
- Free cash flow: $0.7 billion (impacted by about $500 million of separation-related items)
- Debt repaid: $1.2 billion in the quarter (including $1.0B of a bridge loan facility)
- Ending balances: $4.3B cash, $34.5B gross debt, 3.3x net leverage
- Streaming subscribers: 128.0 million, up 2.3 million vs. Q2 [28]
This snapshot helps explain why the market was receptive to a breakup-and-refocus strategy in the first place: streaming and studios were showing momentum, while linear networks remained pressured by subscriber and audience declines. [29]
Analyst forecasts and price targets: why Wall Street looks “behind” the tape
Here’s the weird truth of Dec. 25, 2025: many analyst price targets are currently less relevant than the probability-weighted deal outcomes.
Still, readers want to know where consensus stands—especially for the “what if both deals fail?” scenario.
Consensus targets (as of late Dec. 2025)
- MarketBeat shows a consensus “Moderate Buy” rating and an average 12‑month price target around $23.22 (with a high of $35 and low of $10), based on 27 analyst ratings. [30]
- TradingView shows a price target around $27.23 (max estimate $35, min $20) and notes WBD’s recent EPS and revenue estimates. [31]
In plain English: a lot of published targets sit below the current ~$29 trading level, which suggests the market is either:
- discounting “standalone” valuation frameworks, or
- explicitly pricing a favorable deal outcome (or both).
Current commentary framing: merger arb first, fundamentals second
A Barchart-distributed commentary dated Dec. 24, 2025 argues investors should view WBD primarily as a merger arbitrage opportunity into 2026, noting shares were already trading above mean analyst targets. [32]
That same logic is echoed broadly in year-end media-sector analysis: Barron’s described the WBD bidding war as the defining media story of 2025 and emphasized how mergers and breakups are driving the sector’s next phase. [33]
Key dates and catalysts to watch next for WBD stock
1) Paramount tender deadline: Jan. 21, 2026
Paramount’s amended tender offer is currently set to expire Jan. 21, 2026, unless extended again. [34]
2) WBD board communications and SEC filings
Expect continued filings, updates, and increasingly detailed “battle of the spreadsheets” disclosures as both sides push their narrative. WBD’s deal-related SEC materials already lay out termination fees and the reasoning behind its recommendation. [35]
3) Shareholder vote timing
Public reporting and deal coverage have indicated a shareholder vote is not expected immediately and could land in spring 2026, depending on filings and process timing. [36]
4) Next earnings window
MarketBeat estimates WBD’s next earnings date as Feb. 26, 2026 (estimated, based on reporting patterns). [37]
5) Regulatory scrutiny (U.S. and Europe) and political noise
Reuters has repeatedly emphasized that either combination could face intense antitrust scrutiny, and noted political attention around media consolidation. [38]
What’s the investment takeaway on Dec. 25, 2025?
On Dec. 25, Warner Bros. Discovery stock is less about “Is Max growing?” and more about “Which deal closes, on what terms, and when?”
- Netflix offers defined consideration for studios/streaming plus a clear path tied to WBD’s separation plan. [39]
- Paramount offers a higher cash headline for the whole company and has improved perceived financing certainty with Ellison’s guarantee and a matched termination fee. [40]
- WBD’s board is publicly aligned with Netflix—but is obligated to review revisions and justify decisions under fiduciary standards. [41]
- Analyst targets (mid-$20s on average) are lagging the tape, which is exactly what you’d expect when a stock is trading on deal probabilities rather than normal valuation frameworks. [42]
One final practical note: because U.S. markets are closed on Dec. 25, the next real “price discovery” for WBD will come when markets reopen—and when the next filing or headline hits.
References
1. ir.netflix.net, 2. ir.netflix.net, 3. www.reuters.com, 4. ir.wbd.com, 5. ir.wbd.com, 6. www.reuters.com, 7. ir.netflix.net, 8. ir.netflix.net, 9. ir.netflix.net, 10. www.prnewswire.com, 11. www.prnewswire.com, 12. www.prnewswire.com, 13. www.prnewswire.com, 14. www.prnewswire.com, 15. ir.netflix.net, 16. www.reuters.com, 17. www.investopedia.com, 18. www.sec.gov, 19. www.reuters.com, 20. ir.wbd.com, 21. ir.wbd.com, 22. ir.wbd.com, 23. www.reuters.com, 24. www.wbd.com, 25. www.wbd.com, 26. www.reuters.com, 27. www.reuters.com, 28. www.wbd.com, 29. www.wbd.com, 30. www.marketbeat.com, 31. www.tradingview.com, 32. markets.financialcontent.com, 33. www.barrons.com, 34. www.prnewswire.com, 35. www.sec.gov, 36. www.businessinsider.com, 37. www.marketbeat.com, 38. www.reuters.com, 39. ir.netflix.net, 40. www.reuters.com, 41. ir.wbd.com, 42. www.marketbeat.com
