New York time check: 1:16 a.m. ET on Saturday, December 27, 2025.
Because it’s Saturday, U.S. stock exchanges are closed right now—which matters for Warner Bros. Discovery, Inc. (NASDAQ: WBD) because the stock has become less of a “slow-burn media turnaround” story and more of a headline-driven event trade.
As of the most recently available pricing, WBD closed Friday (Dec. 26) at $28.80, and extended-hours trading was around $28.85 later that evening. [1]
The bigger market backdrop: light year-end trading, but WBD is anything but quiet
Friday’s session (Dec. 26) was a classic post-holiday tape: major U.S. indexes slipped by less than 0.1% on light volume, while the S&P 500 sat near 6,930 and remained strongly positive year-to-date. [2]
That “thin liquidity” year-end environment can amplify single-stock moves—especially for a name like WBD that’s now dominated by merger headlines, bid rumors, regulatory narratives, and shareholder decision points.
Why WBD stock is trading like a deal tracker: Netflix vs. Paramount, with a spin-off in the middle
WBD is currently at the center of a high-stakes corporate contest:
- Netflix has a definitive deal to acquire key WBD assets (Streaming & Studios) after WBD completes the separation of “Discovery Global” (the Global Networks business). [3]
- Paramount Skydance has launched an all-cash tender offer for the entire company at $30.00 per share, and has publicly argued its offer is “superior.” [4]
That’s why WBD’s trading level near the high $20s is so revealing: the market is effectively trying to price the probability-weighted outcome of multiple paths—Netflix deal closes, Paramount succeeds, a higher bid emerges, or everything breaks and WBD re-rates back to fundamentals.
The Netflix–WBD deal: what shareholders are being offered
According to Netflix’s investor release (mirrored on WBD’s investor news), the headline economics are:
- $23.25 in cash + $4.50 in Netflix stock per WBD share, valuing WBD at $27.75 per share (equity value about $72.0B, enterprise value about $82.7B). [5]
- The stock component uses a collar based on Netflix’s 15‑day VWAP (with different share ratios if Netflix trades outside the collar band). [6]
- The transaction is expected to close in 12–18 months, subject to approvals—and after the separation of Discovery Global, which is now expected in Q3 2026. [7]
Netflix and WBD also pitch strategic logic and synergies: WBD’s investor release tied to the Netflix transaction describes an expectation of $2–3 billion of annual cost savings by year three and being accretive to GAAP EPS by year two. [8]
A crucial nuance investors sometimes miss
Even if the “per-share” headline is $27.75, WBD shareholders are also positioned to receive value from the separate publicly traded Discovery Global entity (the Global Networks business), which is explicitly part of the broader restructuring and deal sequencing. [9]
Paramount’s $30 tender offer: why it’s shaking the tape
Paramount Skydance’s public tender offer is straightforward on price:
- $30.00 per share in cash for all outstanding WBD shares. [10]
In the PRNewswire release announcing the tender offer, Paramount CEO David Ellison framed it as giving shareholders a chance to choose an all-cash exit rather than what Paramount calls a more complex structure. [11]
But the biggest shift in late December was about financing credibility. Reuters reported that Oracle co-founder Larry Ellison provided a personal guarantee of $40.4 billion to support Paramount’s bid, and that Paramount also increased its regulatory reverse termination fee and extended its tender offer expiration date to January 21, 2026. [12]
Still, Reuters quoted Seth Shafer, principal analyst at S&P Global, as skeptical that the revisions would change many minds:
“I doubt many Warner Bros shareholders… were holding out due to issues the revised bid addresses…” [13]
That’s the market’s tension in one sentence: Paramount’s bid is higher on price, but investors are judging certainty, timing, regulatory survivability, and the value of what remains after any carve-outs.
WBD’s board position: “Reject Paramount,” stick with Netflix (for now)
WBD’s board has been unusually direct. In its December 17 statement, WBD said the Paramount tender offer does not meet the criteria of a “Superior Proposal” under the Netflix merger agreement and recommended shareholders reject it. [14]
Board chair Samuel A. Di Piazza, Jr. said the offer was inadequate and imposed significant risks/costs, while the board described the Netflix combination as “superior, more certain value.” [15]
WBD later confirmed receipt of an amended Paramount offer and reiterated that investors should read relevant SEC documents around the tender process. [16]
The financing chess match: Netflix lines up funding, Paramount shores up backstops
One reason deal spreads move is not just “price,” but financing risk—the chance a bid collapses because the money isn’t truly there when it’s time to close.
Reuters reported that Netflix refinanced part of a $59 billion bridge loan tied to the WBD transaction, including a $5B revolver and two $10B delayed-draw term loans, with roughly $34B of the bridge left to syndicate. [17]
That kind of reporting tends to matter to arbitrage desks because it’s a visible signal of execution work—less “announcement theater,” more “closing mechanics.”
Regulatory reality: antitrust is the real final boss
Both pathways (Netflix–WBD or Paramount–WBD) face heavy scrutiny.
Reuters described the regulatory overhang as intense in the U.S. and Europe, and reported that political concerns about media consolidation are already being raised. [18]
Even if you don’t try to predict regulators (a hobby that has ruined many confident people), investors should treat deal timing as elastic—and be aware that headline volatility can be extreme when policymakers weigh in.
Fundamentals check: what WBD was doing before the deal storm
Even in M&A mode, WBD’s underlying operations still matter—because if deals slip, the stock can snap back to fundamentals fast.
In WBD’s Q3 2025 results (reported Nov. 6, 2025), highlights included:
- Total revenue: $9.045B (vs. $9.623B prior-year quarter). [19]
- Total Adjusted EBITDA: $2.470B (about +2% year over year). [20]
- Free cash flow: $701M, impacted by about $500M of separation-related items. [21]
- Cash: $4.3B, gross debt: $34.5B, and net leverage: 3.3x at quarter end. [22]
Streaming: subscriber growth, but ARPU pressure
WBD ended Q3 with 128.0 million streaming subscribers (up 2.3M vs. Q2). [23]
Streaming segment metrics in the earnings release show:
- Streaming revenue: $2.633B (roughly flat year over year) [24]
- Streaming Adjusted EBITDA: $345M (up from $289M) [25]
- Global ARPU: $6.64 (down vs. Q2’s $7.14), with domestic ARPU at $10.40 and international ARPU at $3.70. [26]
That pattern—subs up, ARPU down—is common when growth comes from broader international expansion, bundles, promotions, or shifts in ad-tier mix. It’s not automatically “bad,” but it affects near-term monetization optics.
Studios and linear networks: diverging trajectories
The same report showed:
- Studios revenue: $3.321B and Studios Adjusted EBITDA: $695M (a sharp improvement year over year). [27]
- Global Linear Networks revenue fell 23% ex‑FX to $3.883B, with advertising down and distribution pressured by subscriber declines—though the year-over-year comparison was also affected by the prior year’s Olympics in Europe. [28]
In other words, the “two-company” separation logic (Streaming & Studios vs. Global Networks) isn’t cosmetic—it maps onto two very different growth/decline profiles. [29]
Other current headline risk: the Sling “day pass” court fight
Outside the M&A battlefield, WBD is also managing distribution/legal friction. A federal judge in New York denied WBD’s bid for a preliminary injunction aimed at stopping Dish/Sling from selling short-term “Sling Passes,” and ordered the parties to propose an expedited case schedule by January 2, 2026. [30]
This isn’t necessarily a “move the stock alone” item in the middle of a takeover saga—but in a world where traditional pay-TV economics are still meaningful, courts and carriage disputes can change negotiating leverage at the margins.
Analyst forecasts: what Wall Street targets say—and why you should sanity-check them right now
Traditional analyst price targets can become stale during active deal processes. Still, they provide a snapshot of where fundamental coverage sits.
MarketBeat data shows:
- Consensus rating: “Moderate Buy” based on 27 analyst ratings (14 Buy, 12 Hold, 1 Sell). [31]
- Average 12‑month price target: $23.22, with a wide range ($10 to $35). [32]
Here’s the important logic knot: if the market is trading WBD around the high $20s because of competing bids and deal optionality, a $23-ish fundamental target may be describing an alternate universe where the M&A premium disappears.
Treat price targets right now as context, not gospel.
If you’re watching WBD into the next session: what matters before Monday’s open
The next regular U.S. market session is Monday, Dec. 29, 2025. With WBD, the key is to be ready for news-driven gaps.
Things that can move WBD quickly:
- Any WBD board update on the amended Paramount offer (WBD has said it will evaluate under the Netflix agreement terms). [33]
- Tender-offer mechanics and participation: Paramount’s tender is extended to Jan. 21, 2026, and investor sentiment can swing if participation changes. [34]
- Financing developments (either side): Netflix’s funding steps have been in focus, and Paramount has tried to reduce perceived financing risk with Ellison’s guarantee. [35]
- Regulatory signals: even a single comment from U.S. or EU officials can reprice “deal probability.” [36]
- SEC filings: the merger agreement and tender-related filings contain the fine print that professionals trade on. [37]
The bottom line
At this moment, WBD stock is not behaving like a normal media equity. It’s behaving like a live referendum on competing deal structures:
- Netflix offers a defined cash-and-stock package tied to a Discovery Global separation and an expected 12–18 month closing path, with promised synergies and a collar on the stock component. [38]
- Paramount is offering $30 all-cash, now with a higher-profile financing backstop, while WBD’s board continues to steer investors toward Netflix. [39]
For investors heading into the next session, the practical mindset is: this is an event-driven tape until proven otherwise. If the deal narrative changes, WBD can move sharply—regardless of whether Friday’s broader market felt sleepy.
References
1. www.marketbeat.com, 2. apnews.com, 3. ir.netflix.net, 4. www.prnewswire.com, 5. ir.netflix.net, 6. ir.netflix.net, 7. ir.netflix.net, 8. ir.corporate.discovery.com, 9. ir.netflix.net, 10. www.prnewswire.com, 11. www.prnewswire.com, 12. www.reuters.com, 13. www.reuters.com, 14. ir.wbd.com, 15. ir.wbd.com, 16. ir.wbd.com, 17. www.reuters.com, 18. www.reuters.com, 19. s201.q4cdn.com, 20. s201.q4cdn.com, 21. s201.q4cdn.com, 22. s201.q4cdn.com, 23. s201.q4cdn.com, 24. s201.q4cdn.com, 25. s201.q4cdn.com, 26. s201.q4cdn.com, 27. s201.q4cdn.com, 28. s201.q4cdn.com, 29. www.wbd.com, 30. law.justia.com, 31. www.marketbeat.com, 32. www.marketbeat.com, 33. www.nasdaq.com, 34. www.reuters.com, 35. www.reuters.com, 36. www.reuters.com, 37. www.sec.gov, 38. ir.netflix.net, 39. www.prnewswire.com
