New York, January 12, 2026, 17:25 EST — After-hours
- Paramount ramped up its fight against Netflix’s Warner Bros. Discovery merger by filing a lawsuit and launching a boardroom campaign
- Netflix shares barely moved following the regular session
- Investors are focused on the tender-offer deadline and Netflix’s earnings report set for next week
Netflix (NFLX) shares dipped slightly in after-hours trading Monday following a lawsuit from Paramount Skydance against Warner Bros Discovery. Paramount wants more details on WBD’s Netflix deal and plans to seek board seats to block it. The stock last traded at $89.41, down 0.03%, with roughly 35.8 million shares changing hands during regular hours. (Reuters)
This move injects new uncertainty into a deal that could transform Netflix’s content lineup and cost structure, while also raising fresh doubts over price, timing, and the risk of closing.
The timing couldn’t be more crucial as traders pivot toward Netflix’s upcoming earnings and outlook, pushing deal news into the spotlight despite the stock’s narrow trading range.
Paramount plans to nominate a slate of directors at Warner Bros’ 2026 annual meeting, launching a proxy fight to unseat current board members and block approval of the Netflix deal. The company also filed suit in Delaware Chancery Court, demanding Warner Bros reveal how it valued the Netflix transaction and the upcoming separation of its Global Networks cable division. In a letter, Paramount Chairman and CEO David Ellison stated, “Our $30 per share in cash is simply more than Netflix’s complex multi-variable consideration.” (Paramount)
Warner Bros has urged shareholders to reject Paramount’s bid, standing by its deal with Netflix as the better choice. “The Board unanimously determined that Paramount’s latest offer remains inferior to our merger agreement with Netflix across multiple key areas,” said board chair Samuel A. Di Piazza, Jr. in a separate filing. Warner Bros also highlighted a $2.8 billion termination fee it would owe Netflix if it walks away from the merger agreement. (SEC)
Warner Bros slipped 1.6% to $28.40, whereas Paramount Skydance edged up 0.8% to $12.15.
In December, Netflix announced plans to acquire Warner Bros., including its film and TV studios, HBO Max, and HBO, pending WBD’s spin-off of its Global Networks into a separate public company. The deal, structured as cash and stock, values WBD at $27.75 per share, roughly $82.7 billion including debt. Netflix has built in a “collar” to adjust the number of shares issued if NFLX’s stock price fluctuates. The company projects annual cost savings of $2 billion to $3 billion by year three and expects the acquisition to boost GAAP earnings per share by the second year. (Netflix)
Netflix shareholders face more than just a headline price tug-of-war. The final figures hinge heavily on where Netflix stock sits when voting occurs and regulators step in, making timing a crucial factor as the process stretches on.
The path is messy. Lawsuits and a board challenge risk delaying disclosures and dragging out timelines. Plus, any slip in Netflix’s results could amplify concerns over collar mechanics and dilution.
Paramount’s tender offer will expire at 5:00 p.m. New York time on January 21, 2026, a securities filing shows. The offer, a public bid to purchase shares directly from shareholders at a fixed price, is open only for a limited window.
Netflix’s next major event is its quarterly earnings report. The company plans to release its Q4 2025 results on Tuesday, January 20, 2026, around 1:01 p.m. Pacific time. Afterward, executives will hold a live video interview. (Netflix)
