Warner Bros. Discovery, Inc. – Series A (NASDAQ: WBD) heads into the Dec. 22, 2025 market open in an unusually binary spot: the stock is being pulled less by day-to-day operating performance and more by a fast-moving takeover battle that now involves Netflix and Paramount Skydance.
As of the latest available trade, WBD was around $27.77 per share. That level matters because it’s essentially where the Netflix deal value has been framed—while Paramount is publicly pitching a higher $30 all-cash alternative.
Below is what investors and readers should know heading into Monday’s open—what’s new, what Wall Street is debating, and which headlines are most likely to move the stock next.
Where WBD stock stands right now—and why the price is “stuck” near $28
WBD’s most recent trading price of about $27.77 puts it in the gravitational field of the takeover proposals rather than traditional valuation anchors like forward earnings or free cash flow multiples.
That matters for two reasons:
- Deal math dominates: When a stock is perceived as a “deal arb” situation, it often trades based on closing probability, timeline, regulatory risk, and the odds of a bump (a higher bid), not just the business fundamentals.
- The spread tells a story: With Netflix’s offer cited at $27.75 (plus the planned separation value discussed below) and Paramount pushing $30 cash, the stock price becomes a real-time referendum on whether investors expect:
- Netflix to close as-is,
- Paramount to improve terms, or
- the situation to break down and revert to fundamentals.
The headline story: Netflix vs. Paramount Skydance for Warner Bros. assets
Netflix’s proposal: $27.75 per share (cash + stock) — and a separated “Discovery Global”
Netflix has publicly positioned its agreement as a fully negotiated and financed deal under which it will acquire “Warner Bros.,” including the film and television studios, HBO Max and HBO. [1]
Key terms and claims Netflix has put on the record:
- Value: Netflix says the transaction is valued at $27.75 per WBD share, with total enterprise value of roughly $82.7 billion (equity value $72.0 billion). [2]
- Consideration mix: Netflix describes the $27.75 as $23.25 cash + $4.50 in Netflix stock, with a collar mechanism. [3]
- “Plus” value: Netflix also says WBD stockholders would receive additional value from the previously announced separation of WBD’s Global Linear Networks business (“Discovery Global”), planned for Q3 2026. [4]
- Timing: Netflix says it plans to close in 12–18 months after completing customary regulatory approvals. [5]
- Regulatory posture: Netflix says it has submitted its HSR filing and is engaging with authorities including the U.S. DOJ and the EU Commission, and it highlights a $5.8 billion reverse termination fee tied to regulatory termination as a signal of confidence. [6]
Why investors care: If shareholders are being offered $27.75 plus some form of value tied to the Discovery Global separation, the market will focus intensely on how much that separated entity is worth, what debt it carries, and how cleanly the separation can be executed on the proposed timeline.
Paramount Skydance’s counter: “Superior” $30 per share all-cash tender offer
Paramount Skydance has publicly doubled down on its competing proposal, calling it a “superior $30 per share all-cash” offer and urging WBD shareholders to tender. [7]
Paramount’s stated highlights include:
- Offer:$30 per share in cash, explicitly contrasting with Netflix’s cash-and-stock structure. [8]
- Financing claims: Paramount says it has lined up financing with $41 billion of new equity (backstopped by the Ellison family and RedBird Capital) and $54 billion of debt commitments (from Bank of America, Citi and Apollo), and says it is not subject to financing conditions. [9]
- Regulatory argument: Paramount contends its deal would be more likely to receive approval than the Netflix transaction and frames Netflix as potentially building a “dominant streaming monopoly.” [10]
Why investors care: An all-cash offer often reads as “cleaner,” but only if the market believes the financing is genuinely locked down and the regulatory path is realistic.
WBD’s board response: Paramount bid rejected as “illusory,” Netflix deal favored as binding and financed
In the most consequential near-term development, Reuters reported that WBD’s board rejected Paramount Skydance’s hostile bid—calling it “illusory” and raising concerns about financing assurances, creditworthiness, and deal structure. [11]
Notable points reported by Reuters:
- The board said Paramount’s bid lacked adequate financing assurances and preferred Netflix’s “binding” agreement. [12]
- Reuters reported the board said Paramount had “consistently misled” WBD about whether the $30 offer was fully guaranteed/backstopped by the Ellison family. [13]
- Reuters also reported WBD’s chairman indicated a shareholder vote on the Netflix deal is expected in spring or early summer (though not yet scheduled). [14]
Takeaway for Dec. 22: This is no longer “quiet speculation.” The board has taken a public position, and that typically increases pressure on the bidder (Paramount) to either improve terms or prove certainty—or risk losing momentum.
Shareholder pressure is building: Harris Associates is open to a revised Paramount bid
One of the most market-relevant signals in deal situations is what major holders say when asked, “Would you take the other offer?”
Reuters reported that Harris Associates (described as WBD’s fifth-largest shareholder, with about a 3.9% stake) said it would be “very open” to a revised Paramount offer—if Paramount presents a superior bid and addresses deal-term issues. [15]
Reuters also reported Harris’s view that, as of now, Netflix and Paramount offers were comparable on value, but the Netflix offer was superior on terms. [16]
Why this matters: Comments like that can keep the “bump” narrative alive. Even if the board recommends Netflix, large holders signaling flexibility can encourage Paramount to come back with improved conditions, better financing disclosure, or a sweetened price.
Political and financing wrinkles: Kushner-linked firm exits Paramount’s backing
The bidding fight is also intersecting with politics and financing optics—both of which can matter in merger reviews.
The Associated Press reported that Affinity Partners, a private equity firm owned by Jared Kushner, confirmed it was no longer backing Paramount’s hostile acquisition bid, citing changed investment dynamics. [17]
AP also reported that Paramount’s bid remained backed by Persian Gulf-linked wealth funds (widely reported as Saudi Arabia, Abu Dhabi and Qatar), and noted statements attributed to President Donald Trump about the Netflix-Warner deal potentially being a problem due to combined market share. [18]
Investor lens: Any shift in the perceived stability of Paramount’s financing—or in the political narrative around regulatory scrutiny—can swing the probability-weighted outcome and move WBD quickly.
Fundamentals still matter if the deal breaks: What WBD’s latest reported numbers show
Even with deal headlines dominating, WBD’s operating performance matters for two reasons:
- It affects what bidders are willing to pay (and how confident they are).
- It sets the “floor” valuation if deals collapse.
Q3 2025: Streaming subscribers rose, studios improved, linear headwinds persisted
From WBD’s Q3 2025 earnings materials, the company reported:
- Total revenue:$9.045 billion (down about 6% year over year). [19]
- Net result:$148 million net loss available to WBD. [20]
- Adjusted EBITDA:$2.470 billion. [21]
- Free cash flow:$701 million, with separation-related items impacting the quarter. [22]
- Streaming subscribers:128.0 million, up 2.3 million versus Q2. [23]
- Balance sheet snapshot:$4.3 billion cash, $34.5 billion gross debt, and 3.3x net leverage; the company also noted $1.2 billion of debt repayment in the quarter. [24]
Within streaming, WBD reported:
- Streaming segment Adjusted EBITDA of $345 million. [25]
- Global streaming ARPU of $6.64, down from prior periods, with commentary attributing pressure to mix shift toward lower-ARPU international markets and other factors. [26]
Studios were a relative bright spot:
- Studios segment revenue $3.321 billion, up materially year over year. [27]
- Studios segment Adjusted EBITDA $695 million. [28]
Reuters’ earnings coverage emphasized the same big picture: subscriber gains in streaming and improving studios performance alongside pressure in legacy networks. [29]
Q2 2025: Separation planning and debt actions were already central
In the company’s Q2 2025 update, WBD highlighted:
- Total revenues of $9.8 billion and free cash flow of $0.7 billion. [30]
- The company linked debt actions to the planned separation announcement and reported ending the quarter with $35.6 billion gross debt, $4.9 billion cash, and 3.3x net leverage. [31]
- Streaming subscribers at quarter-end were reported at 125.7 million. [32]
Bottom line on fundamentals: WBD’s numbers show real progress in streaming scale and studio profitability, but also reinforce why the business is strategically complicated: the linear networks decline is real, and the company’s separation plan and debt load remain core parts of the equity story.
WBD stock forecasts and analyst targets: Useful context, but deal-driven trading rules the day
Traditional analyst price targets become less predictive when a stock is effectively trading as an M&A instrument. Still, targets and ratings can influence sentiment—especially if the deal breaks or drags.
Here’s what widely followed aggregation sources show:
- A Nasdaq.com item citing Fintel data said WBD’s average one-year price target was revised to $27.78, with a wide range (low $20.20 to high $36.75), and noted that the average target was essentially in line with the latest reported closing price around $27.77. [33]
- MarketBeat listed a consensus rating of “Moderate Buy” and a consensus price target of $23.22 (which—if taken at face value—would imply downside from the ~$27–$28 zone). [34]
How to interpret the mismatch:
These services often aggregate targets set over the prior 12 months, meaning some targets may not fully reflect the new reality of (a) a signed Netflix deal framework and (b) a hostile higher bid from Paramount. In other words: targets can be directionally informative but are not a clean “forecast” in a live takeover contest.
What to watch before the bell on Dec. 22—and the catalysts that could hit any day
If you’re tracking WBD into Monday’s open, the most important “price-moving” signals are likely to be deal-process headlines, not a surprise change in quarterly fundamentals.
1) Any revision from Paramount Skydance
Given WBD’s board rejection and a major holder signaling openness to improved terms, the market will be sensitive to any move by Paramount to:
- raise price,
- clarify/strengthen financing,
- adjust conditions,
- or change its approach from hostile tender to negotiated process. [35]
2) Regulatory signals and filings
Netflix has described an expected 12–18 month close path and pointed to ongoing engagement with regulators and a major reverse termination fee. [36] Any incremental reporting about DOJ/EU engagement, or additional SEC filings around the merger and Discovery Global separation, can move the “probability” investors assign to closing.
3) The value question: What is “Discovery Global” worth?
Netflix’s framing explicitly suggests WBD stockholders receive $27.75 (cash + stock) plus value tied to Discovery Global separation. [37] Paramount argues the opposite—warning that Netflix could leave shareholders with a heavily leveraged stub and that the economics depend on how net debt is allocated. [38]
This is likely to remain the most important underappreciated variable in how traders model WBD’s “effective takeout” value.
4) Market moves in Netflix (and risk appetite broadly)
Because Netflix’s consideration includes a stock component and a collar, sharp moves in NFLX can influence the perceived value of the package. [39]
Key risks for WBD shareholders to keep in mind
Even with headline prices attached to the offers, WBD remains a risk-managed situation rather than a risk-free one:
- Regulatory risk: Netflix itself says customary approvals are needed and projects a 12–18 month closing timeline. [40]
- Financing risk (for the rival bid): WBD’s board publicly questioned the structure and certainty of Paramount’s financing assurances, and Paramount disputes that characterization. [41]
- Timeline risk: Longer timelines raise the discount rate applied by merger arbitrage traders—especially in volatile markets. [42]
- Business risk if deals fail: WBD’s operating picture includes improving streaming scale and studios results, but the company still carries significant debt and faces ongoing linear-TV declines. [43]
References
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