Warner Bros. Discovery, Inc. Series A common stock (NASDAQ: WBD) is ending Wednesday’s session in the middle of a fast-moving takeover battle that is now driving day-to-day trading more than traditional fundamentals.
After the closing bell on Dec. 17, 2025, WBD was trading around $28.21 in late trading (as of 22:09 UTC / 5:09 p.m. ET), down about 2.3% versus the prior close.
That price matters because it sits below Paramount Skydance’s $30.00 all-cash tender offer—but above Netflix’s stated $27.75 per-share cash-and-stock deal value—leaving investors to weigh which path is more likely, how long approvals could take, and what each proposal could mean for the future of Warner Bros.’ iconic studios, HBO, and the legacy cable networks set for separation.
WBD stock price after the bell: where it closed and what it’s signaling
WBD finished the regular session at $28.21, down $0.69 (-2.39%), with the stock trading between roughly $28.20 and $28.85 during the day and volume near ~69.7 million shares, according to end-of-day market data. [1]
Late trading remained near $28.21 shortly after the close.
In plain terms: the market is pricing WBD as a deal-driven stock—not a normal media equity—because two competing outcomes are being debated in public, and both come with different timelines, regulatory risks, and “certainty of value.”
The headline that moved everything today: WBD tells shareholders to reject Paramount’s tender offer
The decisive news on Dec. 17: Warner Bros. Discovery’s board publicly urged shareholders to reject Paramount Skydance’s tender offer and reiterated support for the company’s existing agreement with Netflix. [2]
In its shareholder letter, WBD framed Netflix’s proposal as more dependable and attacked Paramount’s funding structure—especially the claim that the Ellison family has fully backstopped the equity portion. [3]
WBD also laid out the Netflix consideration in concrete terms: $23.25 in cash plus $4.50 in Netflix shares (subject to a collar), plus additional value from shares in the separated “Discovery Global” business and potential upside after that separation. [4]
Critically for Thursday’s open, WBD’s board called Paramount’s bid “illusory” and emphasized that it can be terminated or amended, creating asymmetrical downside for shareholders if the offer weakens or financing terms change. [5]
Paramount’s response today: “$30 all-cash is superior—and faster”
Paramount Skydance did not back down. In its Dec. 17 response, Paramount again argued that its $30 per share, 100% cash offer is superior and said it offers a faster, more certain path than the Netflix transaction. [6]
Paramount’s statement also sharpened the contrast on deal structure:
- It highlighted Netflix’s $23.25 cash component versus Paramount’s $30 cash. [7]
- It claimed the value of Netflix’s stock component has been pressured because Netflix shares are trading below the bottom of the collar. [8]
- It argued Netflix would leave WBD shareholders holding a highly leveraged “stub” in the remaining Global Networks business. [9]
Paramount also reiterated its financing plan (equity plus debt commitments). [10]
Netflix’s message today: $27.75 per share, plus a spinoff kicker—and a theatrical pledge
Netflix welcomed WBD’s recommendation and reiterated the core economics of its bid: $27.75 per WBD share in a cash-and-stock transaction, valuing the deal at ~$82.7 billion enterprise value (and ~$72.0 billion equity value). [11]
Netflix emphasized an additional element WBD investors are now trying to price: incremental value from the planned separation of WBD’s Global Linear Networks business (Discovery Global), targeted for Q3 2026. [12]
Netflix also tried to neutralize one of the loudest criticisms of a tech-led studio acquisition—distribution strategy—by committing to releasing Warner Bros. films in theaters with a “traditional window.” [13]
And it offered a telling data point aimed at streaming economics: Netflix stated that about 75% of HBO Max subscribers are also Netflix members, arguing that overlap could support optimized bundles and pricing. [14]
Key deadlines and “tomorrow morning” catalysts investors should watch
If you’re watching WBD into Thursday’s opening bell (Dec. 18), the most important near-term variables are procedural and headline-driven.
1) Paramount tender offer deadline: Jan. 8, 2026 (5:00 p.m. New York time)
Per WBD’s Schedule 14D-9 filing, Paramount’s tender offer is scheduled to expire at 5:00 p.m. (NYC time) on Jan. 8, 2026, unless extended or terminated earlier. [15]
That date effectively acts as a countdown clock for:
- shareholder tender decisions,
- any potential sweetened bid,
- and how aggressive Paramount wants to be in a prolonged public fight.
2) Antitrust process marker due tomorrow: WBD’s HSR filing deadline (Dec. 18)
WBD disclosed that the FTC notified it that Paramount had filed HSR forms on Dec. 8—and that WBD’s own HSR filing for the Paramount offer is due on or before Dec. 18, 2025. [16]
That’s a real, calendar-specific item that can shape the flow of deal-related updates and legal filings heading into the next session.
3) The first HSR waiting-period date investors are watching: Dec. 23, 2025
WBD also stated the initial HSR waiting period for the Paramount offer would expire at 11:59 p.m. (NYC time) on Dec. 23, 2025, unless terminated early or extended (for example, via a “second request”). [17]
This matters for traders because any hint of regulatory posture—routine vs. hostile—can widen or tighten the spread between WBD’s market price and the $30 tender price.
4) How Paramount would “win” structurally: thresholds and conditions
The same filing describes mechanics that can affect perceived certainty. For example, Paramount would generally need board and shareholder approvals for a second-step merger unless it reached 90% ownership in the offer (enabling a short-form merger). [18]
And Paramount’s tender offer is subject to multiple conditions—including requirements tied to entering a definitive merger agreement and abandonment of WBD’s separation plan. [19]
Bottom line: investors are not just debating price; they’re debating path-to-close.
What WBD’s price implies tonight: the “deal spread” in numbers
With WBD around $28.21 after hours, the stock sits:
- About $1.79 (≈5.97%) below Paramount’s $30 cash offer
- About $0.46 (≈1.66%) above Netflix’s stated $27.75 per-share value (before considering the separated Discovery Global shares)
(Price reference: WBD close/late trade around $28.21.) [20]
A simple way to interpret that gap: markets are assigning a meaningful probability that the $30 outcome does not close cleanly at $30—or that it could take long enough (and carry enough risk) that the discounted value is lower today. That discount can reflect regulatory uncertainty, financing structure questions, and the reality that deal terms can change.
Today’s analyst debate: financing certainty vs. regulatory risk
Reuters reporting captured the split in analyst thinking on Dec. 17:
- Some analysts see Paramount’s approach as potentially facing fewer regulatory obstacles than Netflix.
- Others view Netflix’s proposal as stronger on financial backing and execution, while warning that a Netflix-WBD combination could attract deeper antitrust scrutiny—potentially even requiring asset divestitures such as HBO, depending on regulators’ stance. [21]
That’s the core tension likely to dominate premarket commentary on Dec. 18: “cleaner antitrust” vs. “cleaner financing.”
A major side headline today: Jared Kushner’s Affinity Partners exits the Paramount bid
One more development from today that could affect sentiment around Paramount’s financing coalition: Affinity Partners, Jared Kushner’s firm, pulled out of its planned backing for Paramount’s bid, according to major news coverage. [22]
Investors will be watching whether other backers change posture—or whether Paramount responds by reshaping or simplifying its financing structure.
Forecast snapshot: where Wall Street targets stood before the M&A battle reshaped the stock
Traditional 12‑month price targets are becoming less useful in a live bidding contest, but they still provide context for how dramatically the narrative has shifted.
MarketBeat’s compiled consensus shows:
- Average 12‑month target: $22.58 (high $35, low $10)
- Consensus stance: “Moderate Buy” based on a mix of buy/hold/sell ratings [23]
With WBD near $28, the stock is trading well above that pre-deal consensus—another sign that deal odds, not fundamentals, are setting the tape right now.
What to watch before the market opens tomorrow (Dec. 18)
Here’s the practical checklist for Thursday’s open—what can move WBD sharply in either direction:
- Any change to Paramount’s tender offer terms (price, conditions, financing backstops, extension language). Even rumors can move the spread. [24]
- New SEC filings from any party that clarify tender progress, conditions, or “path-to-close” mechanics (these can drop premarket). [25]
- Regulatory breadcrumbs: the HSR calendar is now a near-term catalyst, including WBD’s Dec. 18 filing deadline and the initial Dec. 23 waiting-period date. [26]
- Netflix stock movement: because the Netflix proposal includes a stock component with a collar, NFLX volatility can change the perceived value of the package (and Paramount is already emphasizing that point). [27]
- Probability shifts from big holders: institutional investors hold a large chunk of WBD, and any visible positioning (public statements, leaked preferences, governance pressure) can move the odds quickly. [28]
The setup into Thursday’s session
Going into Dec. 18, WBD is trading like an event-driven security: the next material move is more likely to come from a headline, filing, or bid change than from a typical media-sector catalyst.
For investors, the key is to separate:
- value (what each offer could be worth), from
- certainty (how likely it is to close, on what timeline, with what conditions), from
- optionality (what happens to WBD if both paths weaken).
References
1. stockinvest.us, 2. ir.wbd.com, 3. ir.wbd.com, 4. ir.wbd.com, 5. ir.wbd.com, 6. www.paramount.com, 7. www.paramount.com, 8. www.paramount.com, 9. www.paramount.com, 10. www.paramount.com, 11. ir.netflix.net, 12. ir.netflix.net, 13. ir.netflix.net, 14. ir.netflix.net, 15. www.sec.gov, 16. www.sec.gov, 17. www.sec.gov, 18. www.sec.gov, 19. www.sec.gov, 20. stockinvest.us, 21. www.reuters.com, 22. apnews.com, 23. www.marketbeat.com, 24. www.sec.gov, 25. www.sec.gov, 26. www.sec.gov, 27. www.paramount.com, 28. www.reuters.com
