Warner Bros. Discovery, Inc. Series A common stock (NASDAQ: WBD) is at the center of the biggest media takeover battle in decades — and the stock price shows it.
As of the last close on December 9, 2025, WBD finished at $28.26, near its 52‑week high and up more than 160% over the last year, after trading as low as about $7.52 in the past 12 months. [1]
Today (December 10, 2025), the shares sit between two competing takeover numbers:
- $27.75 per share – the value of Netflix’s signed cash‑and‑stock merger deal for WBD’s studios and streaming business. [2]
- $30 per share in cash – Paramount Skydance’s all‑cash hostile tender offer for the entire company, including the Global Networks business. [3]
That spread — plus fast‑moving headlines, lawsuits and political noise — is what’s driving Warner Bros. Discovery stock on December 10, 2025.
Below is a detailed, news‑style rundown of the current situation, key December 10 developments, forecasts and analyses that matter for WBD shareholders right now.
Where Warner Bros. Discovery Series A Stock Stands Today
- Last close (Dec 9, 2025): $28.26
- Recent trading range: In today’s session, WBD has been trading in the high‑$27 to low‑$28 range, just under Paramount’s $30 per‑share offer and slightly above Netflix’s $27.75 deal value. [4]
- 52‑week range: Roughly $7.52 to $28.34, meaning the stock has already more than tripled from its 2024 lows. [5]
- 1‑year performance: About +160% over the past 12 months, driven largely by the June split announcement, the October strategic review and the current takeover battle. [6]
Various data providers now peg WBD’s market capitalization in the mid‑ to high‑$60 billion range at current prices. [7]
In other words, traders are no longer valuing WBD on standalone fundamentals; they’re pricing in event risk — the probability, price and timing of different takeover outcomes.
Inside Netflix’s $82.7 Billion Merger Deal With WBD
On December 4–5, 2025, Warner Bros. Discovery and Netflix signed a definitive merger agreement for Netflix to acquire WBD’s studios and streaming business, including:
- Warner Bros. film and TV studios
- HBO and the Max (HBO Max) streaming platform
- The DC universe, Game of Thrones, Harry Potter and other marquee franchises
- Warner Bros. Games and associated game studios and IP [8]
Deal terms
According to Netflix’s investor press release and related SEC filings: [9]
- Consideration per WBD share:
- $23.25 in cash, plus
- $4.50 in Netflix stock (subject to a collar based on Netflix’s share price)
- Implied WBD value:$27.75 per share
- Equity value: about $72.0 billion
- Enterprise value: about $82.7 billion
The structure assumes that WBD first completes its planned split into two separately traded entities:
- Streaming & Studios (“Warner Bros.”) – HBO/Max, Warner Bros. studios, DC, Warner Bros. Games, etc.
- Global Networks (“Discovery Global”) – CNN, TNT, TBS, Discovery, HGTV, Food Network and other linear and cable assets. [10]
Netflix is buying the post‑split Warner Bros. entity, not Discovery Global. The separation is still targeted for mid‑2026, with the Netflix deal expected to close after that, assuming shareholder and regulatory approvals. [11]
The merger agreement includes hefty break‑up fees:
- If WBD walks away for a superior offer (for example, Paramount), it must pay Netflix $2.8 billion.
- If regulators block the deal or Netflix fails to close, Netflix owes WBD $5.8 billion. [12]
Those unusually large fees are already a key talking point among corporate lawyers and regulators.
Paramount Skydance’s $108.4 Billion Hostile Bid: A Direct Challenge
Netflix was widely reported as the “winner” of the initial bidding war — until Paramount Skydance detonated a new twist.
On December 8, 2025, Paramount Skydance launched an all‑cash hostile tender offer to buy 100% of Warner Bros. Discovery for $30 per share in cash, valuing the company at about $108.4 billion in enterprise value. [13]
Key points from Paramount’s offer:
- Price: $30 per share, an 18‑dollar higher total cash outlay than Netflix’s equity value — roughly $18 billion more cash to WBD investors. [14]
- Scope: Paramount wants everything — Warner Bros. studios, HBO/Max and the Global Networks cable assets such as CNN and TNT. [15]
- Premium: Paramount points out that $30 per share represents a 139% premium to WBD’s undisturbed price of $12.54 on September 10, 2025. [16]
- Financing: The offer includes US$54 billion in committed debt financing and large equity commitments backed by Middle Eastern sovereign wealth funds and the Ellison family (Larry and David Ellison). [17]
- Deadline: The tender offer currently runs through January 8, 2026, unless extended. [18]
Paramount argues its deal is simpler and more certain than Netflix’s, which depends on the WBD split, a mix of cash and stock, and multi‑jurisdictional antitrust approvals. [19]
Tencent pulls out, Gulf sovereign funds adjust terms
Today’s AP reporting adds another twist: Tencent has withdrawn its $1 billion financing commitment to the Paramount bid, reportedly to avoid potential scrutiny from the U.S. Committee on Foreign Investment (CFIUS). [20]
To lessen national‑security concerns, the Saudi, Abu Dhabi and Qatari sovereign wealth funds backing the offer have agreed to waive management participation rights at Warner Bros. Discovery. [21]
How WBD’s board is responding
Warner Bros. Discovery’s board has formally acknowledged receiving the Paramount Skydance offer and says it is: [22]
- Not changing its recommendation in favor of the Netflix transaction (for now).
- Advising shareholders not to tender to Paramount yet.
- Committing to deliver a formal recommendation on Paramount’s offer within 10 business days of the bid’s launch.
As of December 10, 2025, WBD’s official stance is still: “Netflix deal recommended, Paramount offer under review.”
New Headlines on December 10, 2025: Lawsuits, Politics and Bidding‑War Chatter
Beyond the headline offers, several fresh developments are shaping perceptions of WBD’s future today.
1. Consumer antitrust lawsuit against Netflix–WBD deal
On December 9, a consumer class action lawsuit was filed in federal court in California seeking to block Netflix’s $72 billion acquisition of WBD’s studios and streaming business. [23]
- The plaintiff is an HBO Max subscriber who argues the deal would reduce competition in U.S. subscription video‑on‑demand, giving Netflix control of HBO Max and key franchises like DC and Harry Potter.
- The suit claims Netflix already raises prices while facing strong competition, and that eliminating HBO Max as an independent rival would worsen that.
- Netflix has called the case “meritless” and suggests it is an attempt to piggy‑back on publicity around the deal. [24]
While private antitrust suits are separate from government action, they add pressure and can complicate the path to closing.
2. Paramount’s “last‑minute” hostility, Ellison’s comments and political heat
Reuters and Business Insider reporting highlight several additional pressure points: [25]
- Paramount’s hostile bid came after it says WBD failed to meaningfully engage with its proposals over 12 weeks.
- CEO David Ellison was overheard saying he knows WBD’s board can’t simply accept his existing $30 offer, because doing so would imply they breached fiduciary duties by approving Netflix’s lower bid first — hinting he may be willing to raise the bid. [26]
- Several politicians, including President Donald Trump, have publicly questioned aspects of both deals, with Trump calling the Netflix transaction potentially “a problem” and later saying he wants to “do what’s right” as the drama unfolds. [27]
3. Netflix CEO: Paramount’s bid was “entirely expected”
Netflix co‑CEO Ted Sarandos has downplayed Paramount’s move, calling the hostile bid “entirely expected” and telling investors he is “super confident” Netflix will close its deal with WBD. [28]
That messaging is meant to reassure both Netflix and WBD shareholders that Netflix still sees a clear path through regulatory review, despite growing antitrust and political scrutiny.
4. Fresh opinion pieces: Why WBD is on the auction block at all
A lengthy analysis published today in The American Prospect asks a blunt question: “Why Is Warner Bros. for Sale at All?” [29]
Key themes from that commentary:
- Creatively and commercially, Warner Bros. has had a banner year, dominating the box office and awards conversation. [30]
- Decades of leveraged mega‑mergers (AOL‑Time Warner, AT&T–Time Warner, WBD itself) left the combined company with around $53 billion in debt as of 2022 and persistent financial strain. [31]
- The article argues that WBD’s sale is driven more by Wall Street’s consolidation logic and debt overhang than by any weakness in the underlying creative business.
- It also highlights concerns that either Netflix’s vertical integration or Paramount’s consolidation could worsen monopoly power, labor conditions and consumer choice in entertainment. [32]
Together, these developments underscore that regulatory and political risk is now central to any valuation of WBD stock.
What the Bidding War Is Doing to WBD’s Valuation
Today’s WBD share price — hovering around the high‑$20s — reflects a complex mix of expectations:
- Netflix floor: The signed Netflix deal effectively sets a floor value of $27.75 per share, assuming the deal closes on current terms. [33]
- Paramount ceiling (for now): Paramount’s $30 all‑cash bid offers a current “ceiling,” though investors also have to discount that for regulatory and financing risks. [34]
- Option value of a bidding war: WBD trading below $30 but above $27.75 implies the market sees a real chance of a sweetened offer from one or both bidders — but not enough certainty to fully price in $30+ yet. [35]
- Downside if both deals fail: If regulators or politics torpedo both deals, WBD reverts to a standalone split‑up story with heavy leverage and execution risk. Consensus price targets (more on these below) are mostly in the low‑$20s, suggesting meaningful downside from current trading levels in a no‑deal scenario. [36]
That’s why WBD has become a classic risk‑arbitrage stock: short‑term trading is dominated by merger probabilities, spreads and event timing rather than just earnings multiples.
Fundamentals Still Matter: Q3 2025 Earnings and Streaming Turnaround
Amid all the deal noise, WBD’s underlying business is improving but still leveraged and uneven.
Q3 2025 results at a glance
For the quarter ended September 30, 2025, WBD reported: [37]
- Revenue: $9.0 billion, down 6% year‑over‑year, but flat excluding last year’s European Olympics impact.
- Net income: Net loss of $148 million, largely driven by $1.3 billion of amortization and restructuring charges tied to past acquisitions and the separation plan.
- Adjusted EBITDA: $2.5 billion, up about 2% year‑over‑year, thanks to growth in Streaming & Studios offsetting a decline in Global Networks.
- Streaming turnaround: The streaming segment now generates more than $1.3 billion in EBITDA, a massive swing from multi‑billion‑dollar losses just a few years ago.
- Subscribers: 128 million streaming subscribers, up 2.3 million versus Q2.
- Debt and leverage:
- Cash: ~$4.3 billion
- Gross debt: ~$34.5 billion
- Net leverage: ~3.3x
WBD beat EPS expectations (a smaller loss than forecast) but missed slightly on revenue, and management stressed that 2026 should be a breakout year for Max’s international growth and for the studio slate. [38]
In other words: the underlying business is healthier than it was in 2022–2023, but it’s still capital‑intensive and debt‑heavy — a big reason strategic alternatives are even on the table.
Debt, Split and Strategic Review: Why WBD Went Up for Sale
The 2025 split plan
In June 2025, WBD unveiled a plan to split into two separately listed companies by mid‑2026: [39]
- Streaming & Studios (“Warner Bros.”)
- HBO and Max
- Warner Bros. film and TV production
- DC Studios
- Warner Bros. Games and related IP
- Global Networks (“Discovery Global”)
- CNN, TNT, TBS, Discovery, HGTV, Food Network and other linear TV brands
- Discovery+ and other network‑linked digital products
The split is designed to:
- Separate the growth, content‑heavy streaming/studios business from the cash‑generative but declining linear TV networks.
- Allow more tailored capital structures and investor bases for each business.
- Accelerate deleveraging, including via an $17.5 billion bridge facility and planned monetization of a retained stake in the streaming/studios entity by the networks company. [40]
Bondholders overwhelmingly approved a restructuring that enables the split and includes a plan to repurchase nearly $18 billion of WBD’s ~$37 billion debt, reducing total leverage materially. [41]
October 2025: Strategic review and sale process
On October 21, 2025, WBD’s board announced a strategic review of alternatives “to maximize shareholder value,” citing unsolicited interest from multiple parties in either the entire company or just the Warner Bros. business. [42]
Options under consideration included:
- Proceeding with the split as planned
- Selling Warner Bros. (streaming & studios) only
- Selling the entire company, including Discovery Global
- Other variations, such as reverse spin‑offs
That process ultimately produced the Netflix deal (partial acquisition post‑split) and later Paramount’s all‑company bid.
CEO incentives and leadership stability
In November, WBD amended CEO David Zaslav’s employment and option agreements, extending his contract to 2030 and ensuring his stock options largely survive either a split or a change of control. [43]
The updated terms are explicitly tied to the strategic review, and are designed to:
- Keep Zaslav in place to execute either the split or a sale
- Clarify how his compensation works under various transaction scenarios
Critics, like The American Prospect, note that Zaslav could realize a very large payout if a sale closes, which some see as a powerful incentive to pursue a deal. [44]
Analyst Price Targets and Wall Street Sentiment
Analyst models are struggling to keep pace with the share price and takeover headlines.
Consensus targets (still mostly pre‑bidding‑war)
- MarketBeat:
- Consensus rating: “Moderate Buy” based on 27 analysts (1 Sell, 12 Hold, 14 Buy/Strong Buy).
- Average 12‑month price target:$22.35, with a range of $10–$30.
- That implies about 21% downside from the current price of $28.26. [45]
- StockAnalysis:
- Average price target:$19.17, based on 18 covering analysts.
- Range: $10 (low) to $30 (high).
- Implied downside of roughly 32% from $28.26. [46]
- Nasdaq/Fintel overview:
- Average one‑year target around $23.07 (low ~$10.10, high ~$31.50), which equated to an ~11% downside from a pre‑rally closing price of $26.08. [47]
Crucially, many of these targets predate the final Netflix deal and Paramount’s hostile bid. They reflect standalone WBD or pre‑deal upside, not the current takeover premium.
Fundamental valuation views
Recent fundamental write‑ups highlight mixed signals: [48]
- Trailing‑12‑month revenue around $38 billion, but with negative multi‑year revenue growth.
- Thin profitability (low single‑digit margins) and still‑elevated leverage.
- High volatility: beta above 2, making WBD more sensitive than the overall market.
- Valuation ratios (P/E, P/S, P/B) at or near multi‑year highs after the stock’s massive run.
In short, traditional models say the stock is rich, but they’re increasingly overshadowed by deal math.
How Outside Analysts View the Deals
Several notable analyses published around December 10 add color to the risk‑reward profile:
- 24/7 Wall St. argues Netflix’s megamerger could be dangerous for Netflix shareholders, pointing to the nearly $83 billion price tag, increased leverage and integration challenges, especially given past failed Warner‑related mega‑mergers. [49]
- A Seeking Alpha note titled “Netflix (Or Paramount Skydance) Buying Warner Bros. Discovery Is A Risky Deal” (paywalled) reportedly highlights antitrust hurdles, WBD’s debt load and integration risk as shared concerns for both suitors. [50]
- International coverage (for example, Anadolu Agency) emphasizes that either Netflix or Paramount would face antitrust concerns about market share and industry concentration, particularly if Netflix ends up controlling more than 30% of the streaming market. [51]
These analyses don’t directly change WBD’s near‑term stock price, but they shape investor expectations about the likelihood and timing of regulatory approval — key inputs to any merger‑arbitrage thesis.
Key Deal Scenarios for Warner Bros. Discovery Shareholders
From an investor’s perspective, the main paths forward look something like this (simplified):
Scenario 1 – Netflix deal closes as signed
- WBD completes the split into Warner Bros. (streaming & studios) and Discovery Global.
- Netflix acquires Warner Bros. for $23.25 cash + $4.50 in Netflix stock per WBD share, delivering $27.75 in value at closing (subject to the collar). [52]
- Discovery Global trades separately as a heavily levered but cash‑generative cable network operator.
In this scenario, current WBD shareholders effectively lock in $27.75 plus any residual value from the spun‑off networks — but they also face regulatory delay (Netflix itself estimates 12–18 months to close) and the risk that political or antitrust pressure derails the deal. [53]
Scenario 2 – Paramount raises its bid and wins
- Paramount sweetens its $30 per‑share cash offer and eventually prevails in the tender. (Ellison’s own comments suggest his current bid may not be his last.) [54]
- WBD pays Netflix the $2.8 billion break‑up fee; Paramount absorbs both Warner Bros. and Discovery Global and the associated debt. [55]
- WBD shareholders receive a pure‑cash exit, likely above the current share price if bidding intensifies.
Here, upside for today’s WBD shareholders could exceed $30, but the timeline still depends on antitrust reviews for a major TV and studio consolidation, plus CFIUS sensitivity around foreign financing. [56]
Scenario 3 – Bidding war escalates, then collapses
- Both sides raise offers, but regulators or politics eventually block one or both deals.
- Netflix could owe WBD $5.8 billion if its deal fails under certain circumstances; Paramount would walk away. [57]
- WBD then falls back on its split plan, with the share price likely realigning more closely to the pre‑deal fundamental targets in the low‑$20s (or lower if sentiment sours). [58]
This is the largest downside scenario for today’s buyers of WBD at ~$28, and it’s a key reason merger‑arbitrage investors demand a spread between market price and headline bid.
Scenario 4 – Third‑party surprise or structural twist
- A new bidder emerges, or existing bidders restructure their offers around the split — for example, buying only Warner Bros. post‑spin while leaving Discovery Global independent or partially independent. [59]
- The board could also pursue alternative separation structures like a reverse spin‑off, which are explicitly contemplated in recent WBD filings. [60]
This is harder to handicap, but it adds further option value to WBD shares — and explains why the stock isn’t trading exactly at Netflix’s $27.75.
What to Watch Next if You Own (or Follow) WBD Stock
If you’re tracking Warner Bros. Discovery Series A stock, the next key catalysts are:
- WBD board recommendation on Paramount’s tender
- Due within roughly 10 business days of the December 8 offer — a crucial signal for how hard the board will fight to keep the Netflix deal. [61]
- Regulatory signals
- Any formal FTC/DOJ antitrust review announcements, international regulator comments, or further congressional hearings or statements.
- Progress of the consumer class action challenging the Netflix merger. [62]
- Updates to deal terms or bids
- Whether Paramount raises its $30 offer, or Netflix adjusts consideration to stay competitive. [63]
- Proxy materials and shareholder vote timelines
- Netflix and WBD’s planned proxy statement/prospectus, which will include fairness opinions and detailed projections. [64]
- Q4 2025 results and 2026 guidance
- Earnings will show whether WBD continues reducing debt, growing streaming EBITDA and keeping content hits coming — all of which matter for both standalone value and the attractiveness of WBD’s assets to bidders. [65]
Final Word (and a Quick Disclaimer)
Warner Bros. Discovery’s Series A stock is no longer a plain vanilla media investment — it’s a high‑stakes, event‑driven trade tied to one of the largest and most politically charged media deals in history.
- Netflix’s $27.75 per share offer provides a partial downside anchor. [66]
- Paramount’s $30 all‑cash hostile bid offers a visible upside magnet. [67]
- The gap between those numbers and today’s price reflects regulatory, political and execution uncertainty that can move quickly as new headlines hit.
Nothing here is financial advice; the information above is a synthesis of public news, filings and analysis as of December 10, 2025. If you’re considering trading or investing in WBD, it’s important to:
- Review the official SEC filings and proxy materials as they become available. [68]
- Understand the risks of merger‑arbitrage and event‑driven investing, including sudden price moves if deals are delayed, sweetened or blocked.
- Consult a qualified financial adviser who can help you assess how any position in WBD fits your risk tolerance and portfolio goals.
References
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