Warner Bros. Discovery (WBD) Stock on Dec. 17, 2025: Board Seen Rejecting Paramount Bid as Netflix Deal Holds, Analysts Reprice the Upside

Warner Bros. Discovery (NASDAQ: WBD) stock is back in the spotlight on December 17, 2025, as investors weigh a fast-moving takeover drama that now looks less like a two-horse race and more like a regulatory obstacle course with a ticking calendar. WBD shares were recently around $28.90 in trading, with markets reacting to fresh reporting that the company’s board is preparing to recommend shareholders reject Paramount Skydance’s $30-per-share hostile bid and instead stick with the existing deal path with Netflix. ^[1]

The latest twist: after Paramount’s public, shareholder-directed tender offer tried to force WBD’s hand, one of Paramount’s politically prominent backers—Jared Kushner’s Affinity Partners—has exited the financing group, a development that undercuts the “certainty of funding” argument Paramount has been leaning on. ^[2]

Below is what’s driving WBD stock today, what each side is really offering, how Wall Street forecasts are adjusting, and what to watch next.

What’s happening today with Warner Bros. Discovery stock

Early on Dec. 17, Reuters reported that WBD’s board could announce—potentially as soon as Wednesday—its response to Paramount Skydance’s $108.4 billion hostile takeover effort, and is expected to advise shareholders to vote against Paramount’s offer while recommitting to Netflix’s bid for WBD’s non-cable assets. ^[3]

In U.S. premarket coverage, Investing.com said WBD shares slipped on the reports, reflecting a market that’s now trading the stock as a probability-weighted mix of:

the Netflix deal closing on its timeline,
Paramount raising its bid (or walking), and
regulators forcing an outcome nobody “modeled.” ^[4]

The two competing offers: same target, very different “math”

A big reason this story keeps confusing even sophisticated investors: Netflix and Paramount are not bidding on the same exact package in the same way.

Netflix’s deal: buy “Streaming & Studios,” spin off the cable networks

Netflix’s investor release lays out the headline terms: WBD shareholders would receive $23.25 in cash + $4.50 in Netflix stock per WBD share, valuing WBD at $27.75 per share (about $72.0B equity value and $82.7B enterprise value). ^[5]

But the crucial piece is structural: WBD is expected to complete a separation (announced earlier in 2025) that creates a new publicly traded company for its linear/cable assets—Discovery Global—before the Netflix transaction closes. Netflix’s release says the separation is now expected to be completed in Q3 2026, and it describes Discovery Global as holding brands including CNN, TNT Sports (U.S.), Discovery, free-to-air channels in Europe, plus Discovery+ and Bleacher Report. ^[6]

Netflix is also selling the strategic upside hard: it expects at least $2–$3 billion in annual cost savings by year three and says the transaction should be accretive to GAAP EPS by year two. ^[7]

Paramount’s offer: $30 cash for everything (including CNN and the cable bundle)

Paramount’s pitch is simpler on the surface: $30.00 per share in all cash to buy all of WBD. In its shareholder letter, Paramount argues its offer provides “superior value” versus Netflix’s mix of cash/stock plus exposure to a spun-off cable business, and it explicitly urges WBD shareholders to tender shares into its offer. ^[8]

Paramount also emphasizes financing: its letter describes $41B of new equity (backed by the Ellison family and RedBird) plus $54B of debt commitments (including Bank of America, Citi, and Apollo). ^[9]

Why the WBD board may still prefer Netflix (even with a lower “headline” price)

If Paramount is offering $30 cash and Netflix is offering $27.75 in cash-and-stock, why would a board lean toward Netflix?

Because WBD and Netflix frame the Netflix deal as: $27.75 per share plus a separate publicly traded Discovery Global (the spun-off cable networks company). In other words, the Netflix path is “two pieces,” while Paramount’s path is “one all-in price.”

Paramount disputes the value of that spin-off. In its letter, Paramount argues that Discovery Global might be worth roughly ~$1 per share (its estimate), and claims that would leave Netflix’s “headline value” below Paramount’s $30 cash—before you factor in timing and regulatory risk. ^[10]

From the board’s perspective, another issue appears to be deal certainty—not just “do the numbers add up,” but “can this be financed cleanly and survive scrutiny.” Reuters reports WBD has concerns about Paramount’s financing and is expected to recommend against the bid. ^[11]

The Kushner/Affinity exit adds stress to Paramount’s “certainty” narrative

On Dec. 17, multiple outlets reported that Affinity Partners, the investment firm linked to Jared Kushner, is no longer backing Paramount’s bid. AP reported the move removes a perceived advantage tied to political connections, while Axios noted the WBD board had concerns about whether Paramount’s consortium could hold together if partners backed out. ^[12]

Axios also reported that a meaningful portion of Paramount’s equity backing was expected to come from sovereign wealth funds, and that Paramount made governance changes to avoid additional scrutiny—signals of how sensitive the financing structure is in a deal that already has heavy political and regulatory gravity. ^[13]

The regulatory overhang: the deal risk that can’t be spreadsheeted away

Both sides are now trying to win the same argument: “we’re the bid that regulators will allow.”

Netflix’s defense: “we’re still behind YouTube”

In a Dec. 15 Reuters report, Netflix’s co-CEOs told employees their position on the WBD deal is unchanged and argued that—even after combining with Warner Bros.—Netflix’s U.S. “view share” would move from 8% to 9%, still behind YouTube (13%) (and behind a hypothetical Paramount/WBD combination at 14%, per the letter). ^[14]

Reuters also noted that lawyers have suggested the Justice Department may not view YouTube and Netflix as interchangeable competitors, which is the heart of the antitrust fight Netflix is pre-arguing. ^[15]

Paramount’s counter: “our path is clearer”

Paramount’s shareholder letter repeatedly argues Netflix faces a longer, more uncertain regulatory path, and claims its own proposal has a “faster, more certain path to completion.” ^[16]

Meanwhile, Reuters’ Dec. 17 reporting highlights that Paramount has said in filings that its bid should have a clearer regulatory route than Netflix’s. ^[17]

The deal protections matter to WBD stockholders: breakup fees, match rights, and the long stop date

One reason WBD stock can trade like a live probability meter is that the Netflix/WBD merger agreement includes meaningful deal protections and a long timeline.

In WBD’s Dec. 5 SEC filing describing the Netflix merger agreement, the company disclosed:

A Company Termination Fee of $2.8 billion payable by WBD to Netflix under specified conditions if WBD terminates the agreement to pursue a superior proposal (subject to process requirements).
A $5.8 billion termination fee payable by Netflix to WBD under certain circumstances tied to antitrust or foreign regulatory failure.
An “End Date” of March 4, 2027, with two potential automatic three-month extensions under certain conditions. ^[18]

Those provisions make “just take the higher bid” more complicated in practice, because switching paths can be expensive, slow, and legally procedural.

WBD’s official stance on Paramount’s tender offer: “don’t act yet”

In a Dec. 8 WBD investor statement, the company confirmed it had received Paramount Skydance’s unsolicited tender offer. It said the board would review the proposal consistent with its fiduciary duties and in consultation with advisers, but was not modifying its recommendation regarding the Netflix agreement at that time.

Importantly for the calendar: WBD said it intended to advise stockholders of its recommendation regarding Paramount’s tender offer within 10 business days and told stockholders not to take any action “at this time.” ^[19]

That timeline is why Dec. 17 reporting about an imminent board response matters so much: markets are anticipating the formal document trail that can either freeze Paramount’s current bid—or force it to escalate.

Fundamentals check: what WBD looked like before the takeover battle dominated the story

M&A headlines can temporarily erase the underlying business from view. But if either deal fails—or takes longer than expected—fundamentals tend to come roaring back into relevance.

In its Q3 2025 results release (for the quarter ended Sept. 30, 2025), WBD reported:

Total revenue: $9.0B (down 6% ex-FX year over year)
Net loss: $148M (including acquisition-related amortization and restructuring items)
Adjusted EBITDA: $2.5B
Free cash flow: $0.7B (with ~ $500M of separation-related impacts)
Cash on hand: $4.3B
Gross debt: $34.5B and net leverage: 3.3x
Streaming subscribers: 128.0M, up 2.3M vs. Q2 ^[20]

Reuters’ reporting around that release underscored the strategic frame: management said an “active process” was underway regarding a sale or split, while the company continued to face pressure from linear TV declines even as the studio slate helped results. ^[21]

This matters for WBD stock today because it’s the “floor scenario” investors worry about: if deal probability drops, the share price can start reflecting leverage, cash flow, and streaming growth again—fast.

Analyst forecasts and price targets: why the numbers look weird right now

Traditional 12-month price targets can become less informative during a takeover contest, because the stock starts trading on deal spreads and changing probabilities rather than on earnings multiples.

Still, analysts and data aggregators are publishing updated expectations:

Investing.com’s consensus page shows 15 analysts with an average target of $25.90, with a high estimate of $35 and a low of $15 (figures shown on its consensus estimates view). ^[22]
MarketBeat reported Arete Research raised its price target to $35 (from $30) and reiterated a “buy,” while also listing a broader consensus breakdown and average target figures. ^[23]
A GuruFocus news summary reported Seaport Global downgraded WBD from Buy to Neutral on Dec. 9 (no price target provided), and also listed other recent moves such as Benchmark raising a target to $30 and Wells Fargo lifting to $25 while maintaining an Equal-Weight rating. ^[24]

The key takeaway isn’t “the correct target is X.” It’s that analyst dispersion is widening because the stock’s value is being pulled by three competing forces:

deal terms (cash vs cash/stock vs spin-off),
regulatory timing and risk,
what WBD is worth if the music stops and it’s back to fundamentals.

The calendar: what WBD stock investors are watching next

For WBD shareholders (and anyone trading WBD stock), the next catalysts are less about trailers and premieres and more about SEC filings and board recommendations:

WBD’s board recommendation on Paramount’s tender offer, expected soon per reporting. ^[25]
The formal Schedule 14D-9 response window WBD identified (within ~10 business days of the tender offer’s commencement). ^[26]
Paramount’s tender offer timeline: Paramount’s shareholder letter describes the offer remaining open and highlights a stated expiration date of January 8, 2026 (unless extended). ^[27]
The Netflix deal timeline: Netflix expects the transaction to close in 12–18 months, after the Discovery Global separation now expected in Q3 2026. ^[28]
The “long stop” protections in the merger agreement, including the March 4, 2027 end date (plus extensions) and termination fees that shape negotiations. ^[29]

Bottom line for Dec. 17, 2025

On Dec. 17, WBD stock is effectively a live referendum on deal certainty—not just “who pays the most,” but “which path closes.” Reporting indicates WBD’s board is leaning toward publicly rejecting Paramount’s current $30 cash bid in favor of the existing Netflix agreement, while Paramount’s financing story has taken a visible hit with the exit of Affinity Partners. ^[30]

At the same time, the market is signaling that this isn’t finished: WBD is still trading in a zone where investors appear to be pricing a mix of (a) Netflix-plus-spin value, (b) the chance Paramount raises again, and (c) the ever-present possibility that regulators turn the whole saga into a very expensive, very public “no.”