December 24, 2025 — Warner Bros. Discovery, Inc. (NASDAQ: WBD) is trading in takeover territory on Christmas Eve, with the stock hovering around $29 and repeatedly pulled toward the headline $30-per-share hostile bid from Paramount Skydance. As of the latest available pricing, WBD shares were near $29.14, effectively pricing in a live merger-arbitrage chess match: the market is treating the Paramount offer as a real (but not guaranteed) anchor, while also respecting the signed Netflix agreement and the regulatory, timing, and litigation risks still hanging over both paths.
That tension is the story of WBD stock right now. The company’s board has already endorsed a Netflix combination for the studio-and-streaming crown jewels, Paramount Skydance is trying to pry the entire company away with an all-cash bid, and heavyweight shareholders are signaling they want more—or at least more certainty—before blessing a deal. [1]
Why WBD stock is in focus on Dec. 24: the bid war isn’t cooling off
The most market-moving development behind WBD’s current pricing is Paramount Skydance’s amended tender offer—still $30 a share in cash, but with extra scaffolding meant to address the Warner board’s biggest complaint: financing certainty. Reuters and the Associated Press report that Oracle founder Larry Ellison has now provided an “irrevocable personal guarantee” covering $40.4 billion of equity financing (and related damage claims), replacing the softer optics of earlier backing associated with a revocable trust structure. [2]
Paramount also raised the regulatory reverse termination fee to $5.8 billion (what it would pay if regulators block the deal) and extended the tender offer deadline to January 21, 2026—buying time to win shareholders and, potentially, pressure the WBD board. [3]
WBD, for its part, publicly confirmed receipt of the amended Paramount Skydance tender offer and told shareholders—again—not to rush into action while the board reviews the updated terms. [4]
The biggest “tell” from shareholders: necessary, not sufficient
Even after the Ellison guarantee and the higher termination fee, some major shareholders are still signaling they’re not ready to tap “accept.”
Barron’s reports that Harris Associates (Harris | Oakmark), described as Warner’s fifth-largest shareholder, called the latest Paramount tweaks “necessary” but still “not sufficient.” The implication is straightforward: if shareholders believe WBD is a uniquely scarce bundle of IP and streaming leverage, they may keep pushing until someone pays a premium that clearly beats the Netflix path on risk-adjusted value—not just on the headline cash number. [5]
Reuters similarly reported that the revised Paramount offer drew that same skeptical verdict from Harris Oakmark, even as the amended package reduced financing doubts. [6]
Netflix vs. Paramount: what each deal actually offers WBD shareholders
Netflix’s signed deal: $27.75 per share—plus the Discovery Global separation
Netflix and WBD announced a definitive agreement under which Netflix would acquire Warner Bros.’ studios and streaming assets (including HBO Max and HBO), with a transaction value of $27.75 per WBD share structured as $23.25 in cash plus $4.50 in Netflix stock per share. Netflix pegged the deal at roughly $82.7 billion enterprise value and $72.0 billion equity value. [7]
A key wrinkle (and a major reason this situation is not a simple “$30 beats $27.75” comparison): the Netflix transaction is designed to close after WBD completes the separation of its Global Networks business into a new publicly traded company, Discovery Global, now expected to be completed in Q3 2026. Netflix said the transaction is expected to close in 12–18 months, subject to the spin, regulatory approvals, and shareholder approval. [8]
Paramount Skydance’s hostile offer: $30 cash for the whole company—with revised financing support
Paramount Skydance’s bid is positioned as a $30-per-share all-cash offer for all of Warner Bros. Discovery—meaning it includes the fading but still cash-producing cable networks alongside the studio and streaming assets that Netflix is targeting. Reuters and AP report the amended package includes Ellison’s personal guarantee for $40.4 billion, the $5.8 billion reverse termination fee, and the January 21, 2026 tender deadline. [9]
Why WBD trades below $30 anyway: the market is pricing deal risk, time, and break-fee gravity
If there’s a clean $30 cash offer on the table, why does WBD trade around $29 instead of snapping to $30?
Because markets are allergic to uncertainty, and this deal has several industrial-grade uncertainty generators:
1) The board still controls the process. WBD has repeatedly reiterated support for the Netflix combination and has not (so far) changed its recommendation. [10]
2) Breakup fees matter. Under the Reuters-described terms, if WBD walks away from Netflix, it would owe Netflix a $2.8 billion breakup fee—money that ultimately comes out of the value available to WBD shareholders and strengthens Netflix’s negotiating leverage. [11]
3) Antitrust and politics are real variables. Reuters has reported that both paths would face intense regulatory scrutiny in the U.S. and Europe and noted political attention around media consolidation. [12]
4) Time value is not theoretical. Even if Paramount eventually wins, shareholders could wait months, and delays reduce the present value of a fixed $30 payout—especially if the probability of a superior bid changes week by week.
Put differently: the roughly $1 gap between WBD’s trading price and the $30 headline is the market’s live estimate of (a) probability the deal doesn’t happen as advertised, plus (b) the cost of time, plus (c) the cost of legal/regulatory turbulence.
A financing milestone that matters: Netflix refinances part of the $59B bridge loan
One reason the Netflix deal has continued to look “more certain” to some investors is financing execution.
Reuters reports Netflix refinanced part of a $59 billion bridge loan tied to its proposed WBD acquisition through a package including a $5 billion revolving credit facility and two $10 billion delayed-draw term loans, leaving about $34 billion to syndicate. [13]
Bloomberg also summarized the same structure—$5B revolver + two $10B term loans—with about $34B remaining for syndication, framing it as Netflix replacing part of the bridge with longer-term/cheaper financing. [14]
This matters for WBD stock because takeover battles don’t just hinge on price; they hinge on whether the buyer can close. Financing progress is credibility.
“Discovery Global” is being built in real time
While investors focus on bids, WBD is also staffing and preparing for the planned separation of its Global Networks unit into Discovery Global.
Warner Bros. Discovery announced that Discovery Global appointed Adrienne O’Hara as EVP and Chief Communications and Public Affairs Officer, effective January 7, 2026, with O’Hara reporting to Gunnar Wiedenfels, President and CEO of Discovery Global. WBD described Discovery Global as preparing to operate as an independent, publicly traded company post-spin, with a large global footprint across entertainment, sports, and news networks. [15]
This corporate plumbing matters for the stock because the Netflix deal structure explicitly expects the separation to happen before closing. The more “real” Discovery Global becomes, the more the market can model what the leftover company might be worth—reducing one layer of uncertainty even as the bid war adds another. [16]
What Wall Street forecasts say about WBD stock (and why they look “wrong” in a takeover tape)
Here’s the weird part: many traditional 12‑month analyst price targets and ratings do not look aligned with where WBD trades today. That’s not necessarily incompetence—takeover situations can make “normal” valuation targets temporarily irrelevant.
MarketBeat’s consensus view (based on 27 analyst ratings) labels WBD a “Moderate Buy,” but shows a consensus price target around $23.22, which is well below the current ~$29 trading range—reflecting how dramatically takeover dynamics have repriced the stock compared with many analysts’ pre-deal assumptions. [17]
A separate analyst aggregation published on Nasdaq (via Fintel) said WBD’s average one‑year price target was revised to $27.78 (up from $23.07 earlier in December), with targets ranging from $20.20 to $36.75. [18]
The key takeaway for readers: when a stock is trading like a deal ticket, consensus targets often lag, because many were set under a different “base case” (WBD standalone fundamentals) rather than the probability-weighted value of multiple competing M&A outcomes.
Recent rating moves: analysts downgrade on uncertainty, not just fundamentals
One of the more telling research reactions this month has been analysts stepping back due to the deal fog.
A Yahoo Finance item reported that Seaport Research downgraded WBD to Neutral from Buy (without a price target) after news flow around Paramount Skydance’s approach—an example of analysts effectively saying: “The fundamentals may matter less than the legal and deal mechanics right now, and that’s not a comfortable risk box.” [19]
Options market “forecast”: implied volatility and the expected move into late January
In takeover situations, options markets often function as a real-time polling machine for uncertainty.
OptionCharts pegged the expected move (based on options pricing) for WBD options expiring Jan. 30, 2026 at about ±$2.90 (roughly 9.7%), implying a market-implied range of roughly $27.05 to $32.85 over that window. [20]
Meanwhile, the Nasdaq/Fintel write-up cited a WBD put/call ratio of 0.75, a metric typically interpreted as more call demand than put demand (i.e., a more bullish posture), though it can also reflect hedging behavior around specific deal dates. [21]
Fundamentals still exist: the latest earnings snapshot and what’s next
Even with M&A dominating headlines, WBD’s underlying business performance still shapes negotiations and the “downside case” if deals collapse.
MarketBeat reports WBD’s Q3 2025 results (reported Nov. 6, 2025) showed EPS of -$0.06 versus a consensus estimate of -$0.04, and revenue of about $9.05 billion, down about 6% year over year and below the $9.17B estimate. MarketBeat lists WBD’s next earnings date as estimated Feb. 26, 2026 (before market open), based on historical reporting patterns. [22]
In takeover pricing, these fundamentals matter because they influence what bidders can justify paying and how much leverage the remaining businesses can carry—especially for the legacy networks that are under secular pressure.
How far WBD has already run: performance context investors are using in negotiations
WBD stock hasn’t drifted into the high-$20s by accident; it has been pulled higher by the sale process itself.
Yahoo Finance data shows WBD’s year-to-date return around 175% as of 12/24/2025 (benchmarking against the S&P 500 on that page). [23]
Earlier in the process, Reuters reported WBD stock had soared 83% since September, when Paramount’s intention to bid was reported, underscoring how much of today’s price is “deal premium” rather than a slow grind of operational improvement. [24]
The regulatory reality check: both deals face scrutiny, and the timeline is long
A major reason WBD trades like a probability-weighted instrument rather than a clean cash claim is that both deal paths invite regulators to ask hard questions.
Reuters has reported that WBD’s board characterized Paramount’s bid as “illusory” (at the time) and emphasized the Netflix agreement as a binding deal with robust financing, while also describing the coming shareholder vote timing as expected in spring or early summer 2026, per comments attributed to chairman Samuel Di Piazza in a CNBC interview cited by Reuters. [25]
Reuters also outlined that either suitor would face antitrust scrutiny in the U.S. and Europe, and noted political sensitivity around consolidation—especially given the scale and cultural reach of the assets involved. [26]
Extra angles investors are watching on Dec. 24
A few additional threads are feeding “what happens next” speculation around WBD stock:
- Could the cable assets be sold separately? The Financial Times reported that a WBD shareholder approached Standard General’s Soo Kim about potentially buying all or part of WBD’s traditional cable assets, including CNN—an example of how, in a breakup/takeover environment, “asset-level” deals can emerge alongside headline mergers. [27]
- Will the bidding rise again? Trade and financial commentary continues to float the idea that even Ellison’s guarantee may not be the final move and that pricing pressure could still build as parties jockey for shareholder support. [28]
What to watch next: the dates and decision points that can move WBD stock fast
From here, WBD’s near-term catalysts are unusually discrete—meaning the stock can gap on filings, board statements, or financing updates rather than slow-burn fundamentals:
- January 21, 2026: Paramount Skydance’s extended tender offer deadline. [29]
- February 26, 2026 (estimated): WBD’s next earnings report timing (per MarketBeat’s estimate). [30]
- Spring / early summer 2026 (expected): shareholder vote timing for the Netflix deal, per Reuters’ reporting. [31]
- Q3 2026 (expected): completion of the Discovery Global separation ahead of the Netflix close, per Netflix’s announcement. [32]
Bottom line on Dec. 24, 2025: WBD is trading like a referendum on deal certainty
On Christmas Eve, WBD stock is not behaving like a typical media equity. It’s behaving like a live, public market vote on three questions:
- Does Paramount Skydance’s $30 cash offer become “certain enough” to win the board and shareholders? [33]
- Does Netflix’s signed deal—and its financing execution—keep the “most certain value” crown? [34]
- How much does regulation, timing, and litigation risk discount the headline numbers? [35]
Until one of those questions resolves, expect WBD’s price action to stay pinned near deal levels—pulled up by cash-offer gravity, pushed down by timeline and regulatory risk, and jerked around by every new filing that changes the odds.
References
1. ir.netflix.net, 2. www.reuters.com, 3. www.reuters.com, 4. ir.wbd.com, 5. www.barrons.com, 6. www.reuters.com, 7. ir.netflix.net, 8. ir.netflix.net, 9. www.reuters.com, 10. ir.wbd.com, 11. www.reuters.com, 12. www.reuters.com, 13. www.reuters.com, 14. www.bloomberg.com, 15. www.wbd.com, 16. ir.netflix.net, 17. www.marketbeat.com, 18. www.nasdaq.com, 19. finance.yahoo.com, 20. optioncharts.io, 21. www.nasdaq.com, 22. www.marketbeat.com, 23. finance.yahoo.com, 24. www.reuters.com, 25. www.reuters.com, 26. www.reuters.com, 27. www.ft.com, 28. www.mediapost.com, 29. www.reuters.com, 30. www.marketbeat.com, 31. www.reuters.com, 32. ir.netflix.net, 33. www.reuters.com, 34. ir.netflix.net, 35. www.reuters.com
