Warner Bros. Discovery, Inc. Series A common stock (NASDAQ: WBD) closed another volatile session on Tuesday, December 9, 2025, right in the crossfire of a Hollywood‑sized bidding war.
The stock finished the regular session at $28.26, up 3.78% on the day, after trading between $27.37 and $28.34 on volume of just over 101 million shares, far above its typical activity. [1] In extended trading, WBD last changed hands around $28.27, essentially flat versus the close. [2]
That price leaves WBD:
- Roughly 1.8% above Netflix’s indicative $27.75 per‑share offer, and
- About 5.8% below Paramount Skydance’s hostile $30 all‑cash bid. TechStock²+1
As of the latest pre‑market indication for Wednesday, December 10, WBD is seen around $27.41, about 0.7% below Tuesday’s close and widening the gap to Paramount’s $30 cash ceiling to nearly 9%. [3]
Here’s what that means — and what traders, investors, and deal‑watchers should know before the U.S. market opens on December 10, 2025.
1. How WBD Traded on December 9 — and in After‑Hours
Price action
According to multiple price databases, WBD’s Tuesday session looked like this: [4]
- Open: ~$27.46
- High: ~$28.34 (a new 52‑week intraday high)
- Low: ~$27.37
- Close:$28.26 (+$1.03, or +3.78% on the day)
- Volume: ~101 million shares (vs. an average near 42 million)
The stock has now:
- Risen in 8 of the last 10 sessions,
- Gained about 23–24% over the last two weeks, and
- Climbed roughly 160% over the past year, with a 52‑week range of about $7.52–$28.34 and a market cap near $67.5 billion. [5]
Extended trading and early pre‑market
On the secondary tape: [6]
- After hours: Last trade around $28.27, down just $0.01 (‑0.04%) versus the close.
- Pre‑market indication for Dec. 10: About $27.41, on ~1.0 million shares, down 0.66% from the close.
That early pre‑market quote suggests a slightly softer open on Wednesday, though these indications can change quickly as new headlines hit and liquidity builds.
2. Why Warner Bros. Discovery Is in Play: Netflix vs. Paramount Skydance
The strategic backdrop: a leveraged turnaround mid‑spin
Warner Bros. Discovery has spent 2025 trying to convince investors it can manage a difficult migration from linear TV to streaming while paying down substantial debt.
In Q3 2025, the company reported: [7]
- Revenue: about $9.0 billion, down ~6% year over year (flat excluding the prior year’s Olympics impact).
- Net result: a $148 million loss, driven largely by amortization and restructuring charges. [8]
- Adjusted EBITDA: roughly $2.47 billion, modestly higher as cost cuts and stronger studios/streaming offset linear TV pressure. TechStock²+1
- Free cash flow: about $701 million for the quarter, up double digits year over year. [9]
- Debt: about $34.5 billion of gross debt and net leverage around 3.3x EBITDA after repaying $1.2 billion in Q3. TechStock²+1
- Streaming subscribers: ~128 million direct‑to‑consumer subs, up 2.3 million versus Q2. TechStock²+1
Management has already laid the groundwork for a break‑up: a plan to spin the company into two listed entities — a “Streaming & Studios” business and a “Global Networks” cable group — by mid‑2026. [10]
That restructuring is now colliding head‑on with two giant suitors.
Netflix’s accepted deal: $82.7B, $27.75 per share plus a spin‑off
On December 5, 2025, Netflix and Warner Bros. Discovery announced an agreement for Netflix to acquire WBD’s studio, streaming and gaming businesses — effectively the “Streaming & Studios” side — in a transaction valued around $82.7 billion in enterprise value. TechStock²+1
Key terms as outlined in filings and media reports: TechStock²+1
- The package values WBD at approximately $27.75 per share in a mix of cash and Netflix stock.
- Netflix would acquire HBO, Max, Warner Bros. Pictures, DC, Warner Bros. Games and associated IP libraries.
- WBD’s U.S. cable brands (CNN, Discovery, TNT, HGTV, TLC, Food Network, etc.) would be spun into a separate listed company, Discovery Global, expected in 2026.
- Break‑up fees are substantial: reports indicate WBD would owe Netflix about $2.8 billion if it walks away, while Netflix could owe around $5.8 billion if regulators block the deal. TechStock²+2Reuters+2
Paramount Skydance crashes the party: $108.4B hostile all‑cash bid at $30
On December 8, Paramount Skydance (NASDAQ: PSKY) launched a hostile tender offer to buy all of WBD for $30 per share in cash, valuing the company at about $108.4 billion — roughly $18 billion more cash than the Netflix structure. [11]
According to regulatory filings and Reuters reporting: [12]
- The bid is not labeled “best and final”; Paramount has signaled it could raise the offer.
- Financing is backed by the Ellison family, private equity partners, and Middle Eastern sovereign wealth funds, with large banks providing debt commitments.
- To reduce national‑security scrutiny, Paramount removed certain foreign investors from the consortium and structured the deal to avoid review by the Committee on Foreign Investment in the U.S. (CFIUS).
- Paramount is offering to buy all of WBD — including the cable networks — creating a vertically integrated media giant.
For now, WBD’s board says it is still backing the Netflix agreement, has acknowledged the Paramount tender, and has told shareholders not to take any action on the hostile offer until it issues a formal recommendation within 10 business days. TechStock²+1
3. New December 9 Headlines Shaping WBD’s After‑Hours Trade
Paramount’s filing: A breakdown in talks and a push straight to shareholders
A fresh Paramount Skydance securities filing made public on December 9 paints an unusually detailed picture of the sale process. [13]
Highlights from Reuters’ summary of that filing:
- Paramount CEO David Ellison describes months of outreach to WBD CEO David Zaslav, including a series of calls and texts as Paramount sweetened its bid to $30 per share.
- The filing claims Warner Bros. Discovery was slow to provide data‑room access and that the board focused heavily on the lack of a full family backstop — even as deep‑pocketed sovereign wealth funds joined the consortium.
- Ellison’s messages indicate the $30 offer was explicitly not “best and final”, implying room for a higher bid.
- After hearing nothing while its improved proposal was on the table, Paramount says it learned that WBD had entered exclusive talks with Netflix, prompting it to go hostile and take the offer directly to shareholders.
WBD, for its part, has responded that it has run a “fair and transparent” process and that the bids “speak for themselves.” [14]
For investors, the takeaway is clear: both price and process are in play, and Paramount is signaling it might pay more if it has to.
New antitrust fight: consumer class action targets the Netflix deal
Regulatory risk went up another notch on Tuesday.
Reuters reports that a consumer class‑action lawsuit has been filed in federal court in California seeking to block Netflix’s proposed $72 billion acquisition of WBD’s studio and streaming assets. [15]
Key points from that complaint:
- The lead plaintiff, an HBO Max subscriber, argues the deal would sharply reduce competition in subscription streaming by removing a major rival and folding franchises like Harry Potter, DC, and Game of Thrones under Netflix’s roof. [16]
- The lawsuit comes on top of bipartisan criticism from lawmakers, Hollywood unions and public‑interest groups who have already flagged both the Netflix and Paramount structures as potential “five‑alarm antitrust fires.” TechStock²+2Reuters+2
- Netflix has not yet formally responded to the suit; Warner Bros. Discovery is not named as a defendant but is clearly entangled in the outcome. [17]
Consumer antitrust suits are often long shots, but they can still slow timelines, add legal costs and complicate the political optics for regulators.
How the market is handicapping the bidding war
A Business Insider analysis of Tuesday’s trading notes that WBD shares have recently traded just below or around the economics of Netflix’s $27.75 structure, with the stock’s moves offering real‑time clues about which bidder investors think will ultimately prevail. [18]
Their key observations:
- If WBD trades decisively above the Netflix strike, it could signal expectations of a higher Paramount bid or a sweetened Netflix offer.
- A meaningful discount to both offers would suggest skepticism that either deal closes on current terms, or fear that regulators could impose conditions that eat into value.
Meanwhile, Reuters notes that since takeover speculation began in September, WBD shares have more than doubled, while: [19]
- Paramount Skydance surged about 9% on news of its hostile bid, then gave back some gains, and
- Netflix shares are down several percentage points in recent sessions as investors worry about debt, integration risk and a potential bidding war.
In other words, arbitrage funds, long‑only investors and Netflix holders are all sending mixed but important signals about how they see the endgame.
Analyst moves and fresh forecasts
The sell‑side and quant models are scrambling to keep up — and they don’t all agree.
Rating changes and targets
- Seaport Global downgraded WBD from Buy to Neutral on December 9, with no new price target, citing the Paramount $30 all‑cash tender and a risk/reward profile that now looks more balanced than compelling. [20]
- Earlier in the week, Benchmark’s Matthew Harrigan reaffirmed a Buy and lifted his target from $25 to $30, effectively anchoring his valuation at Paramount’s headline bid. [21]
- Barrington Research recently cut WBD from Outperform to Market Perform, with no target change, reflecting caution after the stock’s huge run. [22]
Aggregators like MarketBeat, TipRanks and others still show a “Moderate Buy” consensus, with average 12‑month price targets clustered in roughly the $22–$23 range — 10–20% below where the stock now trades. TechStock²+2TechStock²+2
Technical and AI‑driven signals
- StockInvest.us calculates that WBD has logged three straight green days, is up 23.62% in two weeks, and now sits near its 52‑week high. Their system flags the shares as overbought on RSI (around 82) but still in a strong uptrend, categorizing the name as a “Hold/Accumulate” rather than an outright Buy. It models a December 10 intraday range of roughly $27.78–$28.74 (±3.5%). [23]
- FXEmpire’s technical analyst describes markets as “leaning bullish” on WBD amid the bidding war, viewing short‑term dips as potential buying opportunities, while turning more cautious on Netflix because of concerns about financing and cash outlay. [24]
Fundamental valuation models
- A discounted cash‑flow (DCF) model from Simply Wall St pegs WBD’s intrinsic value around $20.08 per share, using a base of roughly $4.1 billion in trailing free cash flow and projecting moderate growth over the next decade. At current prices, that model suggests WBD is about 22% overvalued, with much of the turnaround already priced in. [25]
- A Seeking Alpha contributor went further, explicitly labeling WBD a Sell and indicating they are likely exiting their position. Their argument: with two competing offers at $27.75 and $30, significant regulatory and execution risk, and a stock now trading just below the higher bid, the upside may be capped while downside risk remains meaningful if either deal falls apart. [26]
The upshot: short‑term technicals are bullish, long‑term valuation models are cautious, and analysts are split, which helps explain why the stock trades in a tight band below Paramount’s cash figure instead of simply racing to $30.
4. Macro Backdrop: Fed Day Eve and Risk Sentiment
WBD is now a highly news‑sensitive stock, but the macro backdrop still matters — especially the Federal Reserve.
Markets on December 9
Major U.S. indices ended mixed on Tuesday: [27]
- Dow Jones Industrial Average: roughly ‑0.4%
- S&P 500: about ‑0.1%
- Nasdaq Composite: around +0.1%, with tech and communication‑services names continuing to do much of the heavy lifting.
AP and other outlets note that U.S. stocks are hovering near record highs but have begun to drift as traders wait for the Fed. [28]
Fed meeting: a likely cut, but uncertain guidance
The Fed wraps up its two‑day December 9–10 meeting on Wednesday, and markets broadly expect a 25 basis‑point rate cut, which would be the third cut of 2025. [29]
However:
- Futures and economists are split on how many additional cuts, if any, might come in 2026, and
- Some Fed officials have openly signaled resistance to further easing, raising the risk of hawkish messaging even if rates fall this week. [30]
Global markets commentary from Reuters describes a “nervy Fed vigil”: stocks are near flat, Treasury yields and the dollar are edging higher, and traders are reluctant to make big directional bets until the Fed speaks. [31]
For a high‑beta, event‑driven name like WBD, this means:
- Risk‑off moves in the broader market (for example, if the Fed sounds unexpectedly hawkish) could amplify downside even without fresh company‑specific news.
- Conversely, a dovish surprise that sparks another leg higher in growth and media stocks could provide a tailwind to any positive WBD headlines.
5. Key Things to Watch Before the Market Opens on December 10, 2025
If you’re following WBD into Wednesday’s session, here are the main variables likely to drive trading before and just after the open.
1. The spread to $27.75 and $30
At Tuesday’s close of $28.26, WBD sits: [32]
- About $0.51 (1.8%) above the implied Netflix valuation of $27.75, and
- Roughly $1.74 (5.8%) below Paramount’s $30 cash bid.
The early pre‑market indication around $27.41 narrows that premium over the Netflix figure and widens the discount to Paramount: [33]
- ~1.2% below $27.75
- ~8.6% below $30
Short‑term traders will be watching how that spread behaves:
- A move back toward $30 could signal rising confidence in a successful Paramount takeover or expectations of a higher offer from either suitor.
- A drift toward the low‑$20s over time would imply markets are increasingly discounting no deal or a heavily modified outcome, putting the focus back on WBD’s stand‑alone fundamentals.
2. Any new communication from the WBD board
Warner Bros. Discovery has roughly 10 business days from the launch of Paramount’s tender to file a Schedule 14D‑9, in which it formally recommends that shareholders accept or reject the hostile bid. TechStock²+1
Before the bell and in coming days, investors should monitor for:
- The 14D‑9 filing itself,
- Additional statements from WBD’s financial advisers, and
- Updated commentary from Netflix and Paramount as they attempt to sway shareholders. TechStock²+2Reuters+2
Any hint that the board is open to negotiating higher terms, or that it is digging in firmly behind Netflix, could change the way arbitrage funds price the stock.
3. Legal and political noise around both deals
Deal risk is no longer just about math; it’s about antitrust and politics.
Key watchpoints: Reuters+3TechStock²+3Reuters+3
- Developments in the consumer class‑action lawsuit targeting Netflix’s deal.
- Additional comments from the White House, Department of Justice, or key lawmakers, who have already expressed concern that both combinations could concentrate too much power in Hollywood and streaming.
- Signals about potential remedies — such as asset divestitures or behavioral conditions — that could affect the value WBD shareholders ultimately receive under either structure.
Any strong signal that regulators are leaning against one bidder or piling heavy conditions onto both could be market‑moving before the open.
4. Fed headlines, futures, and sector sentiment
With the Fed decision just hours away, WBD’s pre‑market action will also depend on: [34]
- S&P 500 and Nasdaq futures,
- Moves in Treasury yields and the U.S. dollar, and
- The tone in communication‑services and tech stocks, where WBD is now grouped.
A calmer macro tape may allow the stock to trade mostly on deal headlines. A sharp risk‑off move could widen the discount to both offers as investors reduce exposure to high‑beta names.
5. Volume, options activity and volatility expectations
WBD is now trading multiple times its normal volume, with options activity elevated as traders express views on: [35]
- The timing of any deal close,
- The odds of a higher bid, and
- The risk that neither deal closes at all.
StockInvest’s models expect a typical intraday swing of about 3.5%, but with news‑driven gaps on top of that. [36] For short‑term traders, that means position sizing and risk controls matter far more than in calmer, range‑bound names.
6. Fundamentals vs. “deal pricing”
Finally, while the trading narrative is dominated by M&A, longer‑term investors will still be weighing:
- WBD’s debt load and progress on deleveraging, [37]
- The durability of its streaming turnaround and subscriber growth, and [38]
- The fact that several valuation models and analyst targets cluster below the current trading range, implying limited upside beyond the deal prices. [39]
If deal odds fade, the stock could re‑rate closer to those fundamental estimates — which is exactly the risk highlighted by more cautious analysts.
6. What This Means for Investors (Not Financial Advice)
Putting it all together:
- In the very short term, WBD is essentially a live merger‑arbitrage trade. The stock is being driven more by deal odds, legal risk and political headlines than by quarterly earnings.
- For Netflix and Paramount, the battle over Warner Bros. is surfacing deeper questions about leverage, strategy and regulatory tolerance for further consolidation in streaming and legacy media. [40]
- For long‑term WBD shareholders, the key questions are whether either bidder raises its offer, whether one of the deals can actually clear regulators, and what the downside scenario looks like if WBD remains independent with a large debt stack and cyclical advertising exposure.
References
1. www.investing.com, 2. www.investing.com, 3. www.investing.com, 4. stockanalysis.com, 5. stockinvest.us, 6. www.investing.com, 7. www.wbd.com, 8. www.thewrap.com, 9. s201.q4cdn.com, 10. www.trefis.com, 11. www.reuters.com, 12. www.reuters.com, 13. www.reuters.com, 14. www.reuters.com, 15. www.reuters.com, 16. www.reuters.com, 17. www.reuters.com, 18. www.businessinsider.com, 19. www.reuters.com, 20. www.gurufocus.com, 21. www.gurufocus.com, 22. www.gurufocus.com, 23. stockinvest.us, 24. www.fxempire.com, 25. simplywall.st, 26. seekingalpha.com, 27. www.investopedia.com, 28. apnews.com, 29. www.kiplinger.com, 30. www.kbtx.com, 31. www.reuters.com, 32. www.investing.com, 33. www.investing.com, 34. www.reuters.com, 35. stockinvest.us, 36. stockinvest.us, 37. s201.q4cdn.com, 38. www.investing.com, 39. simplywall.st, 40. www.reuters.com
