NEW YORK — Dec. 26, 2025 (9:47 p.m. ET) — Warner Bros. Discovery, Inc. Series A Common Stock (NASDAQ: WBD) is heading into the final trading days of the year with a rare combination of forces driving the price: a signed, headline-grabbing deal for its studios and streaming business, a hostile all-cash counterbid for the whole company, and a regulatory review that could determine whether any of it actually closes. [1]
WBD ended Friday’s session at $28.80 after a subdued, post-holiday market day on Wall Street. [2] The broader market backdrop was calm—major U.S. indexes finished fractionally lower on light volume, with investors still watching whether a “Santa Claus rally” carries into early January. [3]
For WBD shareholders, though, the story is anything but quiet. In late December, the stock has increasingly traded like a deal-arbitrage battleground—a tug-of-war between the value of Netflix’s agreed terms, the probability of regulators approving them, and the possibility Paramount Skydance raises the stakes.
Why WBD stock is moving: a streaming-and-studios sale to Netflix—and a hostile $30 bid from Paramount
The single biggest driver of WBD shares is the proposed transaction in which Netflix agreed to buy Warner Bros. Discovery’s TV and film studios and streaming division for $72 billion in equity value (about $82.7 billion including debt, per Reuters). [4]
The terms most relevant to shareholders: the deal values the consideration at $27.75 per WBD share. [5] Yet WBD stock closed Friday above that headline value. That spread can signal one (or more) of the following:
- Investors are pricing in a better bid (or a higher final price) due to competition.
- Markets believe Paramount’s full-company offer has real odds, even after the board’s pushback.
- Deal structure details matter, including the planned spinoff and how the market values the “left-behind” assets.
That competitive pressure is real. Paramount Skydance has been pursuing a hostile takeover offer valued at $30 per share for the entire company, a proposal WBD’s board publicly rejected earlier this month. [6] Reuters reported that Oracle co-founder Larry Ellison is personally guaranteeing a substantial portion of the financing as Paramount attempted to bolster credibility—without raising the $30-per-share price. [7]
What WBD shareholders are expected to receive—and why the spinoff is central
A key nuance: the Netflix deal is tied to Warner Bros. Discovery’s planned corporate separation.
WBD previously announced it intends to separate into two publicly traded companies in a tax-free transaction:
- Streaming & Studios (Warner Bros. Television, Warner Bros. Motion Picture Group, DC Studios, HBO, HBO Max, and related libraries and businesses)
- Global Networks (including CNN, TNT Sports in the U.S., Discovery, and other networks and digital products) [8]
Under reporting about the Netflix agreement, the deal is expected to close after WBD spins off its cable division as a separate company in the third quarter of 2026. [9]
That sequencing matters because it changes what “WBD” means over time. Investors aren’t only pricing the Netflix cash-and-stock value—they’re also implicitly valuing what remains as a standalone networks-focused business after separation (often referenced in coverage as “Discovery Global”). [10]
Financing headlines investors are watching
In deal-driven trades, financing certainty can move the stock as much as subscriber counts. On that front, Reuters reported that Netflix refinanced part of a $59 billion bridge loan tied to the transaction, arranging a $5 billion revolving credit facility and two $10 billion delayed-draw term loans, with additional amounts still to be syndicated. [11]
Why this matters for WBD stock: the cleaner the financing story looks, the less “closing risk” investors may assign—often narrowing the discount between WBD’s trading price and deal-implied value.
Credit analysts have also weighed in. CreditSights described the transaction as an $82.7 billion enterprise value acquisition of the Streaming & Studios business and highlighted regulatory risk as a central swing factor, framing deal completion odds as uncertain (their research discusses a “50/50” probability of closure amid expected scrutiny). [12]
Antitrust risk: the biggest wildcard in the price
Regulatory review is the variable that can most dramatically re-rate WBD shares—because if the deal is blocked, the stock can snap back to trading on fundamentals rather than consideration value.
Reuters reported that Netflix has argued the deal is needed to compete with YouTube, but antitrust experts are skeptical regulators will view YouTube as an interchangeable rival given differences in content, audiences, and business models. The article cites Abiel Garcia (antitrust partner at Kesselman Brantly Stockinger) criticizing that logic, and Robin Crauthers (a former DOJ antitrust attorney, now at McCarter & English) warning regulators will “know the difference” between product markets. [13]
The same Reuters report also notes that newer merger review processes can require companies to provide more internal competition analysis earlier—potentially making the investigation faster and more document-driven. [14]
Independent academic voices are also highlighting the regulatory path ahead. Stanford economist Ali Yurukoglu said his attention immediately went to both the business strategy and regulatory review, noting that regulators will likely examine impacts on consumers, advertisers, and content creators, and that a central question is how closely Netflix and HBO Max compete relative to other major platforms. [15]
The board fight: why WBD rejected Paramount’s offer (for now)
WBD’s board has argued that Paramount’s proposal carries “numerous” risks, including questions around financing guarantees, and stated it considers Paramount’s offer inferior to the Netflix merger agreement. [16]
The timeline now matters. Reuters reported:
- WBD has not yet set a shareholder vote date on the Netflix deal, but it was expected sometime in spring or early summer (as described by the company’s chairman in media comments). [17]
- Investors in the Paramount tender process were given until Jan. 21 to accept or reject the offer, an extension from an earlier date. [18]
This is the kind of event calendar that can cause sharp moves on headlines—especially in thin year-end liquidity.
Fundamentals: what the company looks like if the deal path changes
Even in a deal market, investors still keep one eye on the operating picture—because a regulatory derailment would quickly refocus attention on WBD’s cash flow, leverage, and streaming trajectory.
In its third-quarter 2025 results, WBD reported:
- $0.7 billion in free cash flow (impacted by separation-related items)
- 128.0 million streaming subscribers (up 2.3 million vs. Q2)
- $34.5 billion of gross debt and 3.3x net leverage
- $1.2 billion of debt repaid during the quarter [19]
Those figures are central to the bull/bear debate if the company returns to trading on standalone fundamentals.
Meanwhile, WBD’s separation plan explicitly positions the two businesses for different shareholder bases and capital structures, with leadership slated as:
- David Zaslav as President & CEO of Streaming & Studios
- Gunnar Wiedenfels as President & CEO of Global Networks (post-separation) [20]
Wall Street forecasts: how to read price targets during an M&A storm
Traditional analyst price targets can become noisy during takeover situations—some models lag, some exclude deal scenarios, and some reflect probabilities rather than single-point outcomes.
MarketBeat’s aggregated view (as of Friday’s close) shows:
- Consensus rating: “Moderate Buy”
- Average price target:$23.22 (with wide dispersion) [21]
At face value, that target sits below the market price, which looks contradictory—until you remember that many analyst targets may have been set under pre-deal assumptions or incorporate varying probabilities of deal completion. MarketBeat’s own list of recent actions also shows targets being set or raised in December by multiple firms, underscoring how quickly coverage is moving around the situation. [22]
Investopedia also pointed out a classic merger-arbitrage tell: when a target trades meaningfully below the offer price, it often reflects skepticism that the transaction will clear regulators or close on schedule. [23]
The broader market context: why Friday’s tape matters heading into Monday
WBD’s stock action is unfolding against a year-end market characterized by lighter volume and headline sensitivity. Reuters’ Friday market wrap noted that U.S. indexes ended the day barely changed and quoted Carson Group chief market strategist Ryan Detrick saying markets were effectively “catching our breath” after a strong rally—while emphasizing the “Santa Claus rally” window still had time to run. [24]
That backdrop matters for deal stocks like WBD because:
- thinner liquidity can amplify price swings,
- spreads between bids and trading prices can move quickly, and
- weekend headlines can gap stocks at Monday’s open.
If you’re watching WBD ahead of the next session, here’s what matters most
Because U.S. exchanges are closed tonight, investors should focus on the catalysts most likely to move WBD at the next open:
- Deal headlines over the weekend
- Any statement from Netflix, Paramount Skydance, regulators, or major shareholders can move probabilities—and therefore the stock. [25]
- Key dates
- Regulatory tone
- Antitrust scrutiny is the “make-or-break” risk. Reuters’ reporting underscores that experts expect regulators to define markets narrowly, not broadly, and that internal Netflix documents could be critical in review. [29]
- Holiday-week trading conditions
- Next week is also holiday-impacted, with U.S. markets closed for New Year’s Day—a factor that can compress timelines and keep liquidity uneven. [30]
- Earnings timing (still relevant, but secondary to deal news)
- Several market calendars currently estimate WBD’s next earnings report around late February 2026, though companies can always change dates. [31]
Bottom line
WBD stock is not trading like a typical media name right now—it is trading like a referendum on deal probability, bid dynamics, and regulatory risk.
In the near term, investors will likely continue to treat WBD as a headline-sensitive “event” stock: positive signals on financing certainty or regulatory momentum can pull shares toward or above implied consideration, while any deterioration in the antitrust outlook can widen the discount quickly. [32]
References
1. www.nasdaq.com, 2. www.marketbeat.com, 3. www.reuters.com, 4. www.reuters.com, 5. www.reuters.com, 6. www.reuters.com, 7. www.reuters.com, 8. www.wbd.com, 9. www.investopedia.com, 10. www.investopedia.com, 11. www.reuters.com, 12. know.creditsights.com, 13. www.reuters.com, 14. www.reuters.com, 15. news.stanford.edu, 16. www.reuters.com, 17. www.reuters.com, 18. www.reuters.com, 19. www.wbd.com, 20. www.wbd.com, 21. www.marketbeat.com, 22. www.marketbeat.com, 23. www.investopedia.com, 24. www.reuters.com, 25. www.reuters.com, 26. www.reuters.com, 27. www.reuters.com, 28. www.investopedia.com, 29. www.reuters.com, 30. www.investopedia.com, 31. www.zacks.com, 32. www.reuters.com
