Warner Bros. Discovery, Inc. (NASDAQ: WBD) stock is trading less like a traditional media equity and more like a live, headline-driven merger-arbitrage wager. As of December 12, 2025, WBD changed hands around $29.49, hovering between two competing reference points: Netflix’s $27.75-per-share cash-and-stock agreement for WBD’s Streaming & Studios assets and Paramount Skydance’s $30.00-per-share all-cash hostile tender offer for the whole company. [1]
Below is what’s driving WBD today—the newest news (as of 12/12/2025), the freshest analyst moves, and the key dates and filings investors are watching next.
Why WBD stock is pinned near $30 right now
At its current level (~$29.49), WBD sits:
- about $0.51 below Paramount’s $30 all-cash tender (roughly 1.7% upside to the headline offer), and
- about $1.74 above Netflix’s $27.75 deal value (roughly 5.9% above the Netflix reference price).
That spread is the market’s way of pricing: (1) the odds Paramount succeeds or forces a higher bid, (2) regulatory and timing risk, and (3) the possibility that neither path closes cleanly on the original timetable. [2]
The Netflix deal: What it includes, what it excludes, and why the spin-off matters
What Netflix is buying (and the price)
Netflix and WBD announced a definitive agreement under which Netflix would acquire Warner Bros.’ film and television studios plus HBO and HBO Max (i.e., the “Streaming & Studios” crown jewels). The consideration is $23.25 in cash + $4.50 in Netflix stock per WBD share, valuing the acquired portion at $27.75 per share (subject to a stock “collar” tied to Netflix’s VWAP near closing). [3]
Netflix also laid out a strategic rationale and financial targets, including expected $2–$3 billion in annual cost savings by year three and an expectation the transaction becomes accretive to GAAP EPS by year two (company projections, not guarantees). [4]
The key structural twist: Discovery Global comes first
Before the Netflix acquisition can close, WBD plans to complete a separation of its Global Networks assets into a new publicly traded company called Discovery Global. Netflix’s press release states the separation is now expected to be completed in Q3 2026, and the overall transaction is expected to close in 12–18 months, subject to regulatory approvals and WBD shareholder approval. [5]
This matters for WBD stockholders because the “Netflix path” is effectively a two-step outcome: shareholders receive the Netflix consideration for Streaming & Studios and end up owning shares in the spun-out Discovery Global (the linear networks business), with its own debt and prospects. [6]
Deal protections: break fees and a long-stop date
A key detail in Netflix’s SEC-filed 8-K summary: if WBD terminates the merger agreement to accept a “Superior Proposal” under defined circumstances, WBD may owe Netflix a $2.8 billion termination fee; separately, Netflix would owe WBD $5.8 billion if the deal fails under certain antitrust/foreign regulatory outcomes. The same filing also describes an “End Date” of March 4, 2027 (with potential automatic extensions under specified conditions). [7]
Paramount Skydance goes hostile: the $30-per-share tender and the shareholder pressure campaign
What Paramount is offering
Paramount Skydance has launched an unsolicited, all-cash tender offer for all outstanding WBD shares at $30.00 per share, directly asking shareholders to tender. In its letter to WBD shareholders, Paramount argues its bid is “superior” on value and certainty compared with the Netflix deal structure (especially given the stock component and the time needed for review). [8]
Timing: WBD response window and tender expiration
Paramount’s shareholder letter says WBD is expected to respond via a Schedule 14D-9 filing within 10 business days, and that the tender offer will remain open for at least 20 business days. The same materials state the tender is scheduled to expire on January 8, 2026 (subject to extension). [9]
WBD, for its part, publicly confirmed receipt of the tender offer, said the board will review it with advisors, and reiterated it is not modifying its recommendation for the Netflix agreement at this time—also advising stockholders not to take any action yet regarding Paramount’s proposal. [10]
Paramount’s financing claims (and what’s in the filings)
Paramount’s letter claims its offer is not subject to financing conditions and cites $41 billion of new equity backing plus $54 billion of debt commitments (as described by Paramount). [11]
Separately, Paramount’s tender-offer documentation is reflected in SEC materials describing its proposal history and the $30-per-share approach. [12]
The newest developments as of Dec. 12, 2025: politics, governance, and international angles
Foreign voting rights and governance concerns around the Paramount bid
Axios reported that Paramount’s initial proposal did not exclude foreign entities or Jared Kushner’s fund from holding voting/governance rights—an issue that reportedly concerned WBD’s board—before Paramount later clarified governance control would rest with the Ellison family and RedBird Capital. [13]
Gulf funding and national-security sensitivity
Reuters has reported on the role of Gulf sovereign wealth funds in Paramount’s bid and the claim that limiting governance rights could help avoid triggering certain national-security reviews. [14]
In an AP report published December 11, 2025, Paramount disclosed in an SEC filing that Tencent withdrew $1 billion of financing tied to the bid, citing concerns that it could invite national-security scrutiny. [15]
Trump and CNN: a political overlay investors can’t ignore
Multiple outlets reported President Donald Trump publicly inserted himself into the narrative by saying CNN should be sold as part of any WBD deal—comments that add a political layer to an already regulatory-heavy process. [16]
Europe weighs in: Berlusconi backs Paramount
On December 11, 2025, Reuters reported Pier Silvio Berlusconi (MFE-MediaForEurope) expressed support for Paramount’s bid over Netflix’s, arguing it would strengthen competition in global streaming markets. [17]
Regulatory reality check: antitrust is the swing factor for the Netflix deal
Even before Paramount’s hostile move, Reuters noted the Netflix–WBD combination would likely face significant antitrust scrutiny (U.S. DOJ and abroad), in part because it would eliminate competition between Netflix and HBO Max. Reuters also reported that European cinema trade body UNIC said it would share concerns with competition authorities. [18]
Independent academic and expert commentary has reinforced that the outcome will hinge on market definition, competitive effects, and whether regulators believe the deal harms consumers/creators—or can be cleared with conditions. [19]
Translation for WBD shareholders: a “higher” headline price is not automatically “better” if it carries a meaningfully lower probability of closing (or a materially longer timeline). That’s why WBD stock is trading below the clean $30 number—time and regulatory friction have a price tag.
Analyst forecasts and rating moves: targets are being rewritten in real time
Traditional one-year price targets weren’t built for a two-track bidding war, so many analysts are shifting from “fundamentals” to “deal math.”
Here are the most notable recent moves and consensus datapoints circulating as of this week:
- Seaport Research downgraded WBD to Neutral from Buy (no price target), pointing to the limited upside from here given time value of money and uncertainty around headlines and regulation. [20]
- Benchmark raised its WBD price target to $30 (from $25) while maintaining a Buy rating (reflecting the new deal-driven ceiling). [21]
- Deutsche Bank raised its target to $29.50 (from $26) and kept a Buy rating. [22]
- A broader “Street” snapshot (pre-deal and early-deal period) still shows legacy targets well below where the stock now trades; Nasdaq cited an average one-year target around $23.07 as of Dec. 5, 2025 (which now mostly serves as evidence of how dramatically the situation has shifted). [23]
How to read these targets today: they’re less about “WBD’s intrinsic value” and more about each analyst’s view on (1) which deal is most likely to close, (2) whether Netflix may raise terms under match-right provisions, and (3) how regulators will treat the Netflix combination versus a Paramount-led consolidation. [24]
A small but notable datapoint: WBD’s CFO filed to sell shares
Deal chaos tends to amplify attention on insider transactions. On December 10, 2025, a Refinitiv-reported note (via a Reuters feed) said CFO Gunnar Wiedenfels filed a Form 144 proposing the sale of 242,994 shares, describing the transaction as executed under a Rule 10b5-1 prearranged trading plan. [25]
This kind of filing isn’t automatically a bearish signal—10b5-1 plans are commonly used to reduce the appearance of timing-based trading—but in a takeover battle, the optics still get scrutinized.
What happens next: the catalysts that could move WBD stock from here
The next leg for WBD won’t be powered by quarterly earnings narratives. It will be powered by filings, deadlines, and regulators.
Key signposts:
- WBD’s Schedule 14D-9 recommendation on Paramount’s tender offer (the company has stated it expects to advise shareholders within 10 business days). [26]
- Tender participation signals: whether large holders begin tendering meaningfully before the stated expiration (currently Jan. 8, 2026, per Paramount’s letter). [27]
- Netflix match-right dynamics and deal protections, including the termination fee structure and the long-stop date mechanics disclosed in the SEC 8-K summary. [28]
- HSR and cross-border regulatory milestones: timing and posture from U.S. antitrust authorities and likely scrutiny in Europe. [29]
- Progress on the Discovery Global spin-off, because Netflix’s closing is explicitly sequenced after that separation. [30]
Bottom line for Dec. 12, 2025
WBD stock is currently a deal-probability instrument. The market is triangulating between:
- Netflix’s signed, structured acquisition of Streaming & Studios at $27.75 per share (plus the Discovery Global spin-off), and
- Paramount Skydance’s hostile $30 all-cash tender for the entire company.
From here, the biggest “fundamental” variable is not subscriber growth or box office. It’s regulatory clearance and closing certainty, plus whether either bidder improves terms to win the endgame. [31]
References
1. www.investing.com, 2. www.investing.com, 3. ir.netflix.net, 4. ir.netflix.net, 5. ir.netflix.net, 6. ir.netflix.net, 7. www.sec.gov, 8. www.prnewswire.com, 9. www.prnewswire.com, 10. ir.wbd.com, 11. www.prnewswire.com, 12. www.sec.gov, 13. www.axios.com, 14. www.reuters.com, 15. apnews.com, 16. www.axios.com, 17. www.reuters.com, 18. www.reuters.com, 19. news.stanford.edu, 20. www.tipranks.com, 21. www.investing.com, 22. www.investing.com, 23. www.nasdaq.com, 24. www.sec.gov, 25. www.tradingview.com, 26. ir.wbd.com, 27. www.prnewswire.com, 28. www.sec.gov, 29. www.reuters.com, 30. ir.netflix.net, 31. ir.netflix.net
