Warner Bros. Discovery (WBD) Stock Jumps as Paramount Gatecrashes Netflix Deal: What to Know Before the Market Opens December 9, 2025

Warner Bros. Discovery, Inc. Series A common stock (NASDAQ: WBD) goes into Tuesday’s U.S. session at the center of one of the biggest media takeover battles in decades — and traders are treating it less like a traditional media turnaround story and more like a live‑fire merger‑arbitrage trade.

On Monday, December 8, WBD shares climbed 4.4% to close at $27.23, extending a powerful rally sparked first by Netflix’s agreement to acquire the company’s studio and streaming assets and then by Paramount Skydance’s new $30‑per‑share all‑cash hostile bid for the entire company. ^[1]

Here’s how the stock traded after the bell on December 8, and the key things investors should understand before the market opens on December 9, 2025.

1. How WBD Traded on December 8, 2025

Price action

• Friday, Dec. 5: After Netflix and Warner Bros. Discovery announced their blockbuster deal, WBD closed at $26.08, up about 6.3% on the day. ^[2]
• Monday, Dec. 8:
  • Open: $27.64
  • High: $28.17
  • Low: $26.84
  • Close: $27.23
  • Daily gain: +$1.15, or +4.41%
  • Volume: ~165.7 million shares, far above normal levels. ^[3]

That close leaves WBD up roughly 117% from its “undisturbed” price of $12.54 on September 10, before takeover chatter surfaced — still below Paramount’s $30 bid and Netflix’s $27.75 offer but dramatically repricing the franchise.

Intraday, MarketBeat data showed WBD trading near $27.85 on heavy volume, with a 50‑day moving average of $21.38 and a 200‑day moving average of $15.57, underscoring how fast sentiment has flipped from deep value to takeover premium. ^[4]

Relative performance

While the broader U.S. market finished lower Monday ahead of Wednesday’s Federal Reserve decision, WBD bucked the trend:

• The S&P 500 fell 0.35%, the Dow 0.45%, and the Nasdaq 0.14%.
• WBD gained 4.4%, Paramount Skydance jumped 9%, and Netflix dropped 3.4% on concerns it may be overpaying and could face heavy antitrust scrutiny. ^[5]

For now, WBD’s stock is trading as a proxy for which bid — if any — ultimately succeeds.

2. Paramount vs. Netflix: The Dueling Bids Driving WBD

Netflix’s $82.7 billion studio & streaming deal

On December 5, Netflix and Warner Bros. Discovery announced an agreement for Netflix to acquire Warner’s studios and streaming assets — essentially the “Streaming & Studios” side of WBD — in a deal valued at $82.7 billion (enterprise value). ^[6]

Key terms:

• Each WBD share would receive $23.25 in cash plus about $4.50 in Netflix stock, valuing Warner at $27.75 per share — roughly a 121% premium to the stock’s pre‑rumor price. ^[7]
• Netflix would acquire the film and TV studios, HBO, HBO Max (including international sports), DC, Warner Bros. Games and related IP libraries. ^[8]
• WBD’s cable networks — CNN, Discovery Channel, TNT, HGTV, Food Network, TLC, and others — would be spun into a separate publicly traded company, Discovery Global, expected to list in mid‑2026. ^[9]
• The deal is expected to close 12–18 months after regulatory approvals and completion of the spin‑off. ^[10]
• Break‑up fees: If WBD walks away, it owes Netflix about $2.8 billion; if regulators block the deal, Netflix could be on the hook for roughly $5.8 billion. ^[11]

The Netflix structure gives WBD shareholders cash + Netflix shares + stock in Discovery Global, but it also piles on regulatory and execution risk.

Paramount Skydance’s $108.4 billion hostile all‑cash offer

On Monday, Paramount Skydance escalated the drama by launching a hostile tender offer to acquire all outstanding WBD shares for $30 in cash, valuing the company at about $108.4 billion. ^[12]

Highlights from Paramount’s offer and press materials:

• Price: $30 per share all cash, a roughly 139% premium to WBD’s $12.54 share price before buyout speculation began in September. ^[13]
• Scope: Unlike Netflix, Paramount is bidding for the entire Warner Bros. Discovery business, including the cable networks, not just studios and streaming. ^[14]
• Financing:
  • $40.7 billion in equity backstopped by the Ellison family (which controls Paramount) and RedBird Capital.
  • Debt financing fully committed by Bank of America, Citi and Apollo.
  • Additional backing from Jared Kushner’s Affinity Partners and sovereign wealth funds from Saudi Arabia, Qatar and Abu Dhabi, according to regulatory filings and media reports. ^[15]
• Paramount argues its deal offers $18 billion more cash than Netflix’s proposal, is simpler, and would reach regulatory approval faster. ^[16]

WBD’s board response (so far): “Take no action”

Warner Bros. Discovery confirmed on Monday afternoon that it has received the Paramount Skydance unsolicited tender offer and will review it “consistent with its fiduciary duties” and in line with its existing Netflix agreement. ^[17]

Crucially:

• The board is not changing its recommendation in favor of the Netflix transaction.
• WBD says it will issue a formal recommendation on Paramount’s offer within 10 business days.
• Shareholders have been explicitly advised not to tender their shares or otherwise act on the Paramount proposal until that recommendation is published. ^[18]

For investors, that means the stock is likely to trade between the Netflix and Paramount offer prices while the board, regulators and politicians weigh in.

3. What Changed After the Bell on December 8

The headlines after the closing bell on Monday sharpened the political and regulatory stakes around both bids — and that’s what traders will be digesting before Tuesday’s open.

A “five‑alarm” antitrust fight

In a late‑evening report, Reuters detailed how Paramount’s hostile move complicates Netflix’s existing agreement and thrusts both deals into the middle of a heated antitrust and political debate: ^[19]

• U.S. lawmakers from both parties have already warned that a Paramount–Warner combination could be a “five‑alarm antitrust fire”, concentrating too much power in TV and cable. ^[20]
• Netflix’s bid has drawn criticism from Hollywood unions and politicians who fear job cuts and higher prices if the streaming giant controls another major studio and premium TV network. ^[21]
• President Donald Trump said Netflix’s Warner takeover “could be a problem” given its market share and confirmed that the Department of Justice will scrutinize the transaction closely. ^[22]

In other words: neither path is a regulatory slam dunk. That’s important context for Tuesday’s trade — the stock will not automatically gravitate to $30 if investors believe regulators may block or materially modify either deal.

How far WBD still sits below the offers

Based on Monday’s close:

• Versus Paramount’s $30 cash bid: WBD at $27.23 trades at about a 9% discount, implying the market sees deal risk or expects a higher competing offer.
• Versus Netflix’s $27.75 mixed cash‑and‑stock offer: The discount is much smaller, about 2%, suggesting traders view the Netflix deal as more “real” right now, albeit with longer timing and regulatory overhang.

That spread between the paramount cash ceiling and the Netflix base case is likely to frame how arbitrage funds position themselves ahead of any new headlines on Tuesday.

4. Fundamentals Still Matter: WBD’s Earnings, Debt and Streaming Business

Beneath the deal hype, Warner Bros. Discovery remains a highly leveraged media company managing a difficult transition from cable to streaming.

Latest results: Q3 2025 snapshot

In its Q3 2025 earnings report (for the quarter ended September 30), WBD reported: ^[23]

• Total revenue:$9.0 billion, down 6% year‑over‑year on a reported and constant‑currency basis (excluding the 2024 Olympics uplift in Europe, revenue was roughly flat ex‑FX).
• Net loss:‑$148 million, versus a profit of $135 million a year earlier, driven by about $1.3 billion in acquisition‑related amortization and restructuring costs.
• Adjusted EBITDA:$2.47 billion, up roughly 2% ex‑FX, as cost cuts offset pressure in the Global Linear Networks segment.
• Free cash flow:$701 million, up 11% year‑over‑year, though management noted FCF was unfavorably impacted by ~ $500 million in separation‑related outlays.
• Debt and cash:
  • $1.2 billion of debt repaid in the quarter, including $1.0 billion on a bridge loan.
  • Quarter‑end cash of $4.3 billion, gross debt of $34.5 billion, and net leverage of 3.3x.
• Streaming subscribers:128.0 million direct‑to‑consumer subs, up 2.3 million versus Q2.

Other data aggregators peg WBD’s trailing twelve‑month EPS around $0.19–$0.20, a huge swing from ‑$4.6 per share in 2024, as restructuring charges roll off. ^[24]

So while operations are improving and debt is trending down, this is still a capital‑intensive, highly leveraged business facing advertising and linear TV headwinds — a key reason strategic buyers are focused on synergies and scale.

5. How Wall Street Is Pricing WBD Now

Ratings and price targets

Multiple analyst and data platforms currently paint a picture of cautious optimism with limited upside above deal prices:

• Consensus rating:
  • MarketBeat reports a “Moderate Buy” consensus across 28 brokerages (1 Sell, 11 Hold, 13 Buy, 3 Strong Buy). ^[25]
  • TipRanks also shows a Moderate Buy with 7 Buys and 11 Holds over the last three months. ^[26]
• Average 12‑month price targets:
  • MarketBeat: $21.92. ^[27]
  • TipRanks: $21.88, implying nearly 20% downside from current levels after a ~147% one‑year rally. ^[28]
  • Valueinvesting.io (31 analysts): average $23.07 (target range $10.10–$31.50) with a Hold consensus; even here, the average target is about 11–12% below recent trading. ^[29]

In short: most analyst models were built before Paramount’s $30 all‑cash bid and still assume a stand‑alone or Netflix‑only outcome; price targets have not yet fully caught up with the new bidding war.

Fresh upgrades and higher deal‑anchored targets

Some analysts are now moving their numbers closer to the deal landscape:

• Benchmark’s Matthew Harrigan reaffirmed a Buy rating on Monday and raised his WBD price target to $30 from $25, effectively anchoring valuation at Paramount’s offer level. ^[30]

Others are much more skeptical:

• A Seeking Alpha contributor argued that the “bidding war is likely over” and rated WBD a Sell, warning that investors might be better off locking in profits after the stock’s run from about $12.50 to the mid‑$20s and highlighting the risk that regulators derail Netflix’s deal or that no higher counterbid emerges from Paramount. ^[31]

Earnings estimates and growth expectations

Consensus numbers also show that earnings are still fragile:

• Nasdaq and other services suggest FY 2025 EPS forecasts have climbed into roughly the $0.40–$0.60 range, a sharp improvement from deep losses in 2024, while FY 2026 estimates dip back toward breakeven or slightly negative as the company continues to invest and restructure. ^[32]

Taken together, Wall Street appears to be saying:

Without a deal, the current share price already bakes in an aggressive recovery. With a deal, upside beyond $30 looks limited once you adjust for time, risk and break‑up fees.

6. Key Things to Watch Before the Market Opens on December 9, 2025

Heading into Tuesday’s U.S. session, here are the main variables likely to drive WBD’s first prints at the open:

1. The spread to $30 — and any signs of a higher bid

At $27.23, WBD ended Monday trading about 9% below Paramount’s $30 offer and roughly 2% below Netflix’s $27.75 cash‑and‑stock proposal.

• A narrowing spread toward $30 in pre‑market or early trading would suggest investors are becoming more confident that Paramount can either win the company or force Netflix (or another bidder) to sweeten terms.
• A widening spread could reflect growing concern that regulators or politics will drag out or derail both deals, or that the board ultimately rejects the hostile bid without triggering a richer counter‑offer.

Any leak, media report or regulatory comment that changes perceived deal odds could swing WBD several percentage points before and after the bell.

2. WBD board communications and timeline

Investors will be watching for:

• The Schedule 14D‑9 filing in which the WBD board will formally recommend whether shareholders should accept or reject Paramount’s tender — due within 10 business days of the offer’s launch. ^[33]
• Any supplemental statements from WBD’s advisors (Allen & Co., J.P. Morgan, Evercore) or from Netflix and Paramount that sharpen the case for or against each proposal. ^[34]

Until that recommendation appears, expect heightened volatility as arbitrage funds and momentum traders jockey for position.

3. Regulatory and political rhetoric

Because both deals are politically sensitive, any new statements can be market‑moving:

• Additional comments from the White House, DOJ officials or influential lawmakers could raise or lower the perceived probability of Netflix or Paramount gaining approval. ^[35]
• Trade‑press analysis and think‑tank commentary may influence how investors handicap potential remedies (asset sales, behavioral conditions) that could alter deal economics.

For Tuesday, traders will be especially alert to soundbites and interviews that cross wires early in the U.S. morning.

4. Macro backdrop: Fed week and risk sentiment

Monday’s session showed that macro still matters:

• U.S. indices slipped as Treasury yields climbed and traders positioned ahead of the Federal Reserve’s rate decision later this week. ^[36]
• With WBD now a high‑beta, news‑driven stock, broad swings in risk appetite — especially in communication‑services and tech — can amplify moves triggered by deal headlines.

If futures point lower on Tuesday on Fed jitters, WBD could feel additional pressure even without fresh company‑specific news.

5. Volume, liquidity and options activity

Volume on Friday and Monday was multiple times the 20‑day average, signalling intense interest among hedge funds, quantitative traders and retail speculators. ^[37]

Before the bell, investors should watch:

• Whether pre‑market volume is elevated again, indicating continued two‑sided debate.
• Option quotes for implied volatility around near‑dated calls and puts, which give a sense of how much traders think WBD can move in the very short term.

Even small news items can produce outsized price swings when everyone is crowded into the same trade.

7. Scenario Map: How This Could Play Out for WBD Shareholders

While no one can predict the outcome, it’s useful to think in terms of scenarios, each of which is being priced — imperfectly — into WBD’s stock:

1. Netflix deal closes as agreed (base‑case in current board stance)
   • Shareholders ultimately receive $23.25 in cash, $4.50 in Netflix stock, and shares in the spun‑off Discovery Global cable networks business. ^[38]
   • Timing: likely mid‑ to late‑2026, after regulatory reviews and the spin‑off complete.
   • Risks: antitrust challenges, political pushback, potential changes to financial terms, and equity market volatility in Netflix stock.
2. Paramount’s $30 all‑cash bid prevails (or is sweetened)
   • WBD shareholders get $30 in cash per share, and the deal could, in theory, close faster than Netflix’s given its simpler structure (if regulators agree with Paramount’s argument). ^[39]
   • Netflix receives its multi‑billion‑dollar break‑up fee, and Paramount must clear a separate — and arguably even tougher — antitrust review for combining two big TV and film groups. ^[40]
   • WBD stock would likely gravitate toward $30 minus a risk discount until the market gains confidence the deal will actually close.
3. No deal (or both deals collapse under regulatory pressure)
   • If regulators or politics block both transactions, WBD would revert to a stand‑alone restructuring story: deleveraging its balance sheet, growing its Max/streaming business, and managing the decline in linear TV. ^[41]
   • In this scenario, there’s a real risk the stock could fall materially below current levels, as the takeover premiums embedded since September are stripped out.

The current $27–28 trading zone reflects a blend of these probabilities, with the market assigning some chance to a higher cash outcome, some chance to the Netflix deal, and non‑zero odds that nothing closes.

8. Bottom Line Before the Bell on December 9

Heading into Tuesday’s open, here’s the concise takeaway for Warner Bros. Discovery’s Series A stock:

• WBD is now a pure takeover story. Monday’s close at $27.23 prices in a large portion of the Netflix and Paramount bids but still leaves a gap to $30 that depends on regulatory and political outcomes no one fully controls. ^[42]
• Fundamentals are improving but not yet stellar. Free cash flow is up, debt is inching down, and streaming subs are growing — but revenue is still shrinking and leverage remains high. ^[43]
• Analysts are split. Some now peg fair value near Paramount’s $30 bid; others warn that after a 100%+ rally, the risk of deal failure outweighs the remaining upside. ^[44]
• Macro and politics add extra volatility. The Fed decision, antitrust scrutiny, and high‑profile commentary from Washington will likely keep WBD swinging more than the market in both directions. ^[45]

For investors and traders watching WBD before the bell on December 9, the critical things to monitor are:

1. Any overnight headlines about regulatory views or new statements from WBD, Netflix or Paramount.
2. The pre‑market price relative to $27.75 and $30, which shows how the market is repricing deal odds in real time.
3. Volume and options activity, which can signal whether the crowd is piling further into the trade or starting to de‑risk.

As always, this coverage is for information only and not financial advice. Anyone considering trading or investing in WBD should carefully assess their risk tolerance, time horizon and the possibility that, in a high‑stakes bidding war like this, the script can flip again without warning.

References

1. www.reuters.com, 2. www.reuters.com, 3. www.stocktitan.net, 4. www.marketbeat.com, 5. www.reuters.com, 6. www.reuters.com, 7. www.reuters.com, 8. www.wbd.com, 9. www.wbd.com, 10. www.cbsnews.com, 11. www.reuters.com, 12. www.reuters.com, 13. www.prnewswire.com, 14. www.reuters.com, 15. www.reuters.com, 16. www.reuters.com, 17. www.stocktitan.net, 18. www.stocktitan.net, 19. www.reuters.com, 20. www.reuters.com, 21. www.reuters.com, 22. www.reuters.com, 23. s201.q4cdn.com, 24. www.marketbeat.com, 25. www.marketbeat.com, 26. www.tipranks.com, 27. www.marketbeat.com, 28. www.tipranks.com, 29. valueinvesting.io, 30. www.gurufocus.com, 31. seekingalpha.com, 32. www.nasdaq.com, 33. www.stocktitan.net, 34. www.stocktitan.net, 35. www.reuters.com, 36. www.reuters.com, 37. www.stocktitan.net, 38. www.prnewswire.com, 39. www.reuters.com, 40. www.reuters.com, 41. s201.q4cdn.com, 42. www.reuters.com, 43. s201.q4cdn.com, 44. www.gurufocus.com, 45. www.reuters.com