Warner Bros. Discovery, Inc. (NASDAQ: WBD) is trading less like a traditional media stock and more like a live, headline-powered referendum on which future it gets: a Netflix tie-up for its crown-jewel entertainment assets, or a full-company buyout pitched by Paramount Skydance—now reinforced by a massive personal guarantee from Oracle co-founder Larry Ellison.
As of Tuesday, Dec. 23, WBD shares were around $28.75. That price matters, because it sits in the gravitational pull of two competing proposals—and it reflects how investors are weighing a higher nominal offer against deal certainty, timing, break fees, and regulatory risk.
What’s moving WBD stock today: a “necessary, but not sufficient” verdict from a top shareholder
The biggest fresh catalyst on Dec. 23, 2025 came from Reuters: Harris Oakmark, described as Warner Bros. Discovery’s fifth-largest shareholder, said Paramount Skydance’s amended bid still doesn’t go far enough. Harris Oakmark reportedly owned 96 million shares (about 4%) as of the end of September. [1]
In the same report, a Harris Oakmark portfolio manager characterized Paramount’s changes as “necessary, but not sufficient,” adding that if Paramount wants to win, it may need to offer shareholders a stronger incentive to justify switching paths. [2]
That tension—price vs. probability—is now the core story for WBD stock.
The two-track future for Warner Bros. Discovery: Netflix deal vs. Paramount’s full-company tender offer
Track 1: Netflix’s agreement to buy Warner’s studios and streaming assets (after a spin-off)
Netflix and Warner Bros. Discovery announced on Dec. 5, 2025 that they entered a definitive agreement under which Netflix would acquire Warner Bros.’ film and television studios, HBO Max, and HBO. [3]
Key terms disclosed by Netflix:
- The transaction is valued at $27.75 per WBD share, subject to a collar. [4]
- Netflix pegged the deal at ~$82.7 billion enterprise value and $72.0 billion equity value. [5]
- Closing is expected after WBD’s planned separation of its Global Networks division (“Discovery Global”) into a new publicly traded company, now expected to be completed in Q3 2026. [6]
WBD’s board has also publicly emphasized the shareholder “package” it believes it secured through the Netflix agreement: $23.25 in cash + $4.50 in Netflix stock (within a disclosed collar range), plus the additional value of Discovery Global shares following the separation. [7]
Track 2: Paramount Skydance’s $30-per-share hostile bid—now with Larry Ellison’s personal guarantee
Paramount Skydance is offering to buy the entire company for $30 per share in cash—and it has now moved to address WBD’s biggest stated objection: financing certainty.
On Dec. 22, Reuters reported Ellison personally guaranteed $40.4 billion tied to Paramount Skydance’s effort, alongside an increase in the regulatory reverse termination fee to $5.8 billion and an extension of the tender deadline to Jan. 21, 2026. [8]
The Associated Press also reported the same basic escalation: the “irrevocable personal guarantee,” the $5.8 billion fee if blocked by regulators, and the deadline extension to Jan. 21. [9]
A separate Investing.com write-up (dated 23/12/2025) added more color, attributing details to Paramount’s press release—such as Ellison’s agreement not to revoke the family trust during the transaction period, and disclosure claims regarding the trust’s Oracle holdings. It also reported that as of Dec. 19, only 397,252 WBD shares had been validly tendered. [10]
Why WBD stock is trading where it is: the market is pricing an M&A probability, not a clean “valuation”
When a stock becomes a deal battleground, its price typically reflects:
- Expected value if a deal closes (and which deal),
- Time (how long capital is tied up),
- Failure risk (regulators, financing, litigation, shareholder votes), and
- Break fees and switching costs.
On that last point, Reuters reported that under the Netflix agreement, Warner Bros. Discovery would owe Netflix a $2.8 billion breakup fee if it walks away. [11] That kind of break fee is more than a footnote—it’s a real economic speed bump for any pivot to Paramount, and it can influence what “winning” looks like (Paramount may need to pay enough to cover not only the headline premium but also the friction).
This is why WBD can trade below the cleanest-looking number ($30) even while investors acknowledge Paramount’s bid is higher: markets are discounting for uncertainty.
Finimize, in a Dec. 23 summary aimed at retail investors, framed the same logic in plain terms: shareholders often choose the bid “most likely to close,” not simply the highest sticker price—especially when funding and regulatory hurdles loom. [12]
Fresh corporate update: WBD confirms receipt of the amended offer, but doesn’t change its stance
Warner Bros. Discovery confirmed on Dec. 22 that it received Paramount Skydance’s amended, unsolicited tender offer and said its board would review it “in accordance with” the Netflix merger agreement. [13]
Crucially, WBD also said it is not modifying its recommendation regarding the Netflix merger agreement at this time, and it advised shareholders not to take any action yet on Paramount’s amended tender offer. [14]
Financing matters: Paramount shores up credibility, Netflix lines up more bank firepower
In deal situations, funding confidence can be as decisive as price.
- Paramount Skydance: Reuters and AP both highlighted Ellison’s personal guarantee and the higher reverse termination fee as attempts to strengthen credibility. [15]
- Netflix: The Wall Street Journal reported Netflix is preparing up to $25 billion in bank financing, including a $5 billion revolving credit facility and $20 billion in delayed-draw term loans, citing an SEC filing. [16]
In other words, both bidders are trying to answer the same investor question: “Will this actually close?”
Regulatory risk: the biggest swing factor investors can’t model with a neat spreadsheet
Reuters has been explicit that either potential transaction would face intense antitrust scrutiny in the U.S. and Europe. It also reported rising political attention around media consolidation and noted that President Donald Trump said he plans to weigh in on the transactions. [17]
Regulatory uncertainty is exactly the kind of risk that widens deal spreads and keeps “obvious” arbitrage from becoming a free lunch.
Fundamentals still matter—especially if the deals stall
Even in a takeover drama, investors keep one eye on what the company looks like if the plot twists.
In WBD’s Q3 2025 earnings release (quarter ended Sept. 30, 2025), the company reported:
- Total revenue:$9.045 billion (down 6% year over year) [18]
- Free cash flow:$701 million, including an estimated ~$500 million negative impact from separation-related items [19]
- Debt and liquidity:$34.5 billion gross debt and $4.3 billion cash at quarter-end [20]
- Streaming subscribers:128.0 million, up 2.3 million vs. Q2 [21]
Those numbers help explain why WBD remains strategically attractive: it has scale in streaming, globally valuable IP, and meaningful cash generation—even while it continues managing debt and a legacy linear-network business.
They also explain why the company’s earlier plan to split streaming/studios from linear networks became central to today’s M&A chessboard. Reuters previously reported WBD planned to separate its studios/streaming business from its cable networks into two publicly traded companies, with completion expected by mid-2026. [22]
Analyst forecasts on Dec. 23: price targets are all over the map—and M&A is a big reason why
If you’re looking for a single, clean “WBD stock forecast,” the honest answer is: it depends on whether you’re forecasting a standalone company or an M&A outcome. Many published price targets were set before the current bidding war fully rewired the probability tree.
A snapshot of widely cited consensus data available today:
- Investing.com shows an average 12‑month price target of $27.25 (high $35, low $20) from 15 analysts, and labels the consensus rating “Buy.” [23]
- Benzinga displays a consensus price target of $17.55 based on 29 analysts, with targets ranging from $8 to $30 (and it lists recent December analyst actions, including a Seaport Global downgrade to Neutral). [24]
- MarketBeat (in a Dec. 23 report) cites an average price target of $23.22 and a “Moderate Buy” rating. [25]
These aren’t contradictions so much as artifacts of timing, methodology, and which estimates are included. In fast-moving deal situations, “consensus” can lag reality—and WBD’s share price can be pulled more by regulatory odds and bid escalation than by a typical 12‑month operating outlook.
A practical way to think about WBD stock right now: three scenarios
Scenario A: Netflix deal closes largely as planned.
In this world, WBD shareholders are effectively underwriting regulatory and timing risk in exchange for the cash-and-stock consideration and the value of the separated Discovery Global entity. Netflix has publicly framed the deal as pro-consumer and disclosed the per-share value and post-separation timeline expectations. [26]
Scenario B: Paramount wins—likely by paying for uncertainty.
Paramount’s $30 all-cash bid is higher on its face, and the Ellison guarantee aims to make it feel less speculative. [27] But the Reuters reporting from today suggests at least some major holders want more to justify switching tracks. [28]
Scenario C: Deal friction grows and the market starts re-pricing “standalone WBD.”
If regulators, courts, or shareholders slow both paths, investors may return to the fundamentals: debt trajectory, streaming profitability, and the economics of a linear-network spin. WBD’s Q3 metrics show ongoing cash generation and continued debt paydown, but also separation-related costs and revenue pressure in linear networks. [29]
What to watch next (because the calendar matters as much as the headlines)
Several dates and documents are now doing real work in WBD’s share price:
- Jan. 21, 2026: the extended deadline for shareholders tied to Paramount’s tender offer. [30]
- Board communications and SEC filings: WBD has said it will update shareholders after completing its review of the amended offer. [31]
- Financing disclosures: Netflix’s reported bank financing preparations signal seriousness and may influence perceptions of deal certainty. [32]
- Regulatory signals: any indication from U.S. or EU competition authorities can instantly re-price the probability of closure. [33]
References
1. www.reuters.com, 2. www.reuters.com, 3. ir.netflix.net, 4. ir.netflix.net, 5. ir.netflix.net, 6. ir.netflix.net, 7. www.prnewswire.com, 8. www.reuters.com, 9. apnews.com, 10. au.investing.com, 11. www.reuters.com, 12. finimize.com, 13. ir.wbd.com, 14. ir.wbd.com, 15. www.reuters.com, 16. www.wsj.com, 17. www.reuters.com, 18. s201.q4cdn.com, 19. s201.q4cdn.com, 20. s201.q4cdn.com, 21. s201.q4cdn.com, 22. www.reuters.com, 23. www.investing.com, 24. www.benzinga.com, 25. www.marketbeat.com, 26. ir.netflix.net, 27. www.reuters.com, 28. www.reuters.com, 29. s201.q4cdn.com, 30. www.reuters.com, 31. ir.wbd.com, 32. www.wsj.com, 33. www.reuters.com
