Warner Bros. Discovery, Inc. (Nasdaq: WBD) is trading less like a “media stock” and more like a live referendum on which takeover path—if any—actually makes it to the finish line.
As of Friday, December 19, 2025 (latest timestamp available via market data), WBD stock traded at about $27.61, down roughly 2.1% from the prior close.
That price matters because it sits almost on top of the headline value of Netflix’s signed $27.75-per-share cash-and-stock transaction, while still leaving a wide gap to Paramount Skydance’s $30-per-share all-cash tender offer. And on Dec. 19, a major shareholder just added fuel: Harris Associates said it would be “very open” to a revised Paramount bid if the terms improve. [1]
WBD stock price today: why $27.61 is a “deal probability” number
At first glance, this looks weirdly calm: why isn’t WBD pinned to $30 if there’s a $30 cash offer on the table?
Because the market isn’t pricing headlines—it’s pricing closing probability, timing, and risk.
A rough way to read today’s tape:
- $27.61 is only about $0.14 below the Netflix headline value of $27.75 (less than a 1% gap).
- But it’s $2.39 below Paramount’s $30 (an ~9% gap).
In other words, traders appear to be treating the Netflix path as the base case, while assigning meaningful uncertainty (structure, financing, regulatory, and time) to Paramount’s higher bid. [2]
The biggest Dec. 19 headline: a top WBD shareholder signals “raise the bid, fix the terms”
On Dec. 19, Reuters reported that Harris Associates (about a 3.9% WBD stake) said it views the Netflix and Paramount offers as comparable in value today, but sees Netflix as superior on deal terms—while also signaling Paramount’s issues are potentially fixable. [3]
That’s not a small comment. In contested M&A, the battle is often won in the blandest place imaginable: shareholder psychology. A credible, long-only holder hinting “we’re persuadable” is basically an engraved invitation for Paramount to:
- sweeten economics,
- remove uncertainty (or reimburse costs),
- and tighten financing commitments.
If Paramount revises, that’s the kind of catalyst that can reprice WBD quickly—because WBD is currently trading as an event-driven instrument.
Two competing paths: what Netflix is offering vs what Paramount is offering
Netflix’s signed deal: $23.25 cash + $4.50 in Netflix stock (headline $27.75), plus a cable-network spin plan
Warner Bros. Discovery’s board says its agreement with Netflix provides $23.25 in cash plus $4.50 in Netflix shares (with the stock portion governed by a collar range tied to Netflix’s price), and it highlights “additional value” tied to the planned separation of Discovery Global (the cable networks). [4]
Netflix, for its part, has publicly said its position on the deal is unchanged and told employees it intends to stay committed—including to theatrical releases as part of Warner Bros.’ movie business. [5]
Paramount Skydance’s tender offer: $30 per share in cash for all of WBD
Paramount has gone directly to shareholders with an all-cash $30-per-share tender offer for the entire company (including the Global Networks segment). It argues its offer is simpler and avoids exposing WBD holders to equity-market swings from Netflix stock. [6]
Paramount also says it has the financing lined up and claims the bid is not subject to financing conditions, describing equity and debt backstops from major parties (including large debt commitments from banks and Apollo, and an equity backstop it attributes to the Ellison family and partners). [7]
Why WBD’s board rejected Paramount: “binding certainty” vs “amendable tender offer” (and big fee math)
On Dec. 17, WBD’s board publicly urged shareholders to reject Paramount’s tender offer and reiterated support for the Netflix transaction, calling Paramount’s proposal “illusory” and highlighting what it sees as financing and structural weaknesses. [8]
The board’s argument has three market-moving components:
1) Paramount’s offer can be changed
WBD’s board emphasizes that a tender offer can be amended and isn’t the same as a fully negotiated merger agreement. [9]
2) Termination fees and “real costs” if WBD pivots away from Netflix
WBD warns that accepting Paramount’s offer could trigger major costs. Specifically, it states WBD would have to pay Netflix a $2.8 billion termination fee, and it cites roughly $1.5 billion in financing costs tied to a planned debt exchange—totaling about $4.3 billion, which it translates to roughly $1.66 per share of potential cost to shareholders if Paramount’s deal doesn’t close. [10]
That’s one reason the market doesn’t just treat “$30 cash” as automatically worth $30.
3) Leverage and financing credibility
WBD’s board contrasts Netflix (described as investment-grade and very large) with Paramount’s proposed structure, citing concerns around the equity backstop and leverage profile it expects post-deal. [11]
Paramount disputes that framing and argues it has secure financing and a clearer path. [12]
The “cable networks” wildcard: Discovery Global, CNN, and the hunt for a buyer
A critical detail for anyone trying to value WBD stock right now: the cable networks are being treated as a separate chess piece.
According to TheWrap, WBD’s cable networks (including major properties like CNN and TNT Sports) are set to be spun off into Discovery Global in the third quarter of 2026, and that entity is expected to hold the majority of WBD’s debt plus a 20% stake in the studio and streaming business. [13]
Why does this matter?
- Under the Netflix structure, the networks become a separate public company that the market will have to price—while cord-cutting pressure keeps the “linear TV” debate emotionally spicy.
- Under Paramount’s bid, the networks are inside the all-cash offer—so the market doesn’t have to solve that valuation puzzle if the cash closes.
The latest incremental news here: Reuters reported that Standard General’s Soo Kim has held talks about potentially buying or investing in WBD’s TV networks, after being approached by at least one major shareholder (per the report). [14]
If credible buyers emerge for parts of Discovery Global, it can change the narrative from “leveraged melting ice cube” to “monetizable cash-flow asset”—which, in deal land, can move spreads fast.
Regulatory risk: antitrust scrutiny, a consumer lawsuit, and the “YouTube defense”
Regulation is the third rail in this story—because both bidder camps are trying to frame themselves as the less scary option to regulators.
Netflix has argued the deal is needed to compete with YouTube, and in a letter to employees it cited viewing-share figures to support that broader competitive framing. [15]
But Reuters has also reported significant skepticism from antitrust experts about whether U.S. regulators will treat YouTube as a true substitute for Netflix/HBO-style scripted content when defining the relevant market. [16]
On top of the agency review risk, there’s also litigation noise: Reuters reported a consumer class action seeking to block Netflix’s planned acquisition of WBD’s studio and streaming assets, filed by an HBO Max subscriber who argues the merger would reduce competition in subscription video-on-demand. [17]
Meanwhile, WBD’s board says it does not see a material difference in regulatory risk between Paramount’s bid and Netflix’s deal—and it notes Netflix agreed to a large regulatory termination fee (if regulators block the deal). [18]
In other words: the regulatory fight isn’t just a “yes/no” question. It’s a probability game that feeds directly into WBD’s stock price.
Analyst forecasts and price targets: useful context, but M&A math is steering the car
Traditional Wall Street price targets are still part of the conversation—but right now they’re more like background radiation than the main signal.
A notable fresh move this week: Morgan Stanley raised its price target on WBD to $29 from $15 and kept an Equal Weight rating, pointing to media/entertainment momentum heading into 2026. [19]
At the same time, many consensus “12‑month targets” compiled across analysts are below today’s trading price—because those models were built for a stand-alone WBD, not a company in an active bidding war. For example, MarketBeat’s compiled analyst average sits around the low‑$20s (with a wide high/low range). [20]
Here’s the practical way investors tend to use these targets in a contested-deal moment:
- Stand-alone targets help anchor the “break price” if deals collapse.
- Deal prices anchor the upside if a specific transaction closes.
- The spread between today’s price and the offer prices reflects the market’s live estimate of probability, timing, and risk.
The “third ending” theory: split the assets, end the bidding war
Reuters Breakingviews floated a scenario that would make Hollywood writers roll their eyes at the lack of subtlety: stop fighting and split the spoils.
In that analysis, Paramount could end up with HBO + TV networks while Netflix takes the studio, potentially producing a higher implied per-share value for WBD shareholders (Breakingviews sketches a path toward roughly $32 per share after subtracting net debt, based on its assumptions and cited forecast inputs). [21]
That’s not a prediction. It’s a reminder that in complex media conglomerates, the “right” buyer might differ by asset—and deal structures can mutate when egos (or regulators) force creativity.
What investors are watching next: the calendar matters as much as the cash
As of Dec. 19, the near-term WBD stock catalysts are less about box office weekends and more about lawyers, bankers, and regulators.
Key watchpoints:
- Tender offer deadlines and extensions. Shareholders have been operating around a January 8 decision window referenced in broad coverage of the tender process. [22]
- Any revised Paramount terms. Harris Associates has effectively told Paramount “improve the deal terms and we’ll listen.” [23]
- SEC filings and deal process disclosures. WBD has tied its recommendations to filings around the tender process and transaction structure. [24]
- Regulatory posture. Expect more antitrust positioning, especially around how regulators define streaming competition (and how seriously they take the YouTube comparison). [25]
- Discovery Global asset moves. Any credible interest in the cable assets (or clarity on debt and the 20% stake structure) can reprice the “stub” value quickly. [26]
Bottom line: WBD is a merger-arbitrage story wearing a media-company trench coat
On Dec. 19, Warner Bros. Discovery stock is essentially a live market poll on three questions:
- Does Netflix’s signed deal close largely as proposed? [27]
- Does Paramount improve terms enough to flip major shareholders—or does the offer fade? [28]
- How much value (and risk) is really sitting inside Discovery Global’s cable networks and debt? [29]
Until one of those questions resolves, WBD will likely keep trading like a negotiation—volatile, headline-sensitive, and allergic to certainty.
References
1. www.reuters.com, 2. www.reuters.com, 3. www.reuters.com, 4. ir.wbd.com, 5. www.reuters.com, 6. www.prnewswire.com, 7. www.paramount.com, 8. ir.wbd.com, 9. ir.wbd.com, 10. ir.wbd.com, 11. ir.wbd.com, 12. www.paramount.com, 13. www.thewrap.com, 14. www.reuters.com, 15. www.reuters.com, 16. www.reuters.com, 17. www.reuters.com, 18. ir.wbd.com, 19. www.tipranks.com, 20. www.marketbeat.com, 21. www.reuters.com, 22. apnews.com, 23. www.reuters.com, 24. ir.wbd.com, 25. www.reuters.com, 26. www.thewrap.com, 27. www.reuters.com, 28. www.reuters.com, 29. www.thewrap.com
