Warner Bros. Discovery (WBD) Stock Week Ahead: Netflix Deal vs. Paramount Tender Offer Keeps Shares in “Merger-Arbitrage Mode”

Warner Bros. Discovery (WBD) Stock Week Ahead: Netflix Deal vs. Paramount Tender Offer Keeps Shares in “Merger-Arbitrage Mode”

Dateline: December 21, 2025 (Week Ahead: Dec. 22–26, 2025)

Warner Bros. Discovery, Inc. Series A stock (NASDAQ: WBD) heads into a holiday-shortened week with the kind of headline-driven volatility that rarely shows up in “normal” media earnings models. The reason is simple: WBD is now trading less like a traditional entertainment company and more like a live deal—anchored between two competing paths to a potential takeover.

On Friday’s close, WBD finished around $27.77, putting it almost exactly on top of the $27.75 per-share headline value Netflix is pitching to WBD shareholders—while still leaving a meaningful gap to Paramount Skydance’s $30.00 per-share all-cash tender offer. [1]

With markets closing early on Christmas Eve and shut on Christmas Day, liquidity will be thinner than usual—meaning any incremental filing, financing update, or regulatory signal could move the stock more than it otherwise would. [2]


Where WBD stock stands heading into the Christmas-shortened week

As of the last regular session (Friday), WBD closed near $27.77, with the day’s range roughly $27.60–$28.45. The move comes on the back of unusually heavy trading volume (more typical of event-driven and merger-arb setups than media stocks in late December).

Key context points (from market data at week’s end):

  • Market cap: about $68.5 billion
  • 52-week range: roughly $8.04 to $31.71
  • Immediate “deal spread” math:
    • To Paramount’s $30 cash: about +$2.23 (≈ +8.0%)
    • To Netflix’s $27.75 headline value: effectively flat (within a few cents)

That spread is the market’s real-time “vote” on deal probability and friction—financing certainty, timeline, and regulatory risk.


The two competing offers shaping WBD stock right now

1) Netflix’s agreed transaction: $27.75 headline value + Discovery Global spin-off shares

Netflix’s public messaging to WBD shareholders frames its package as:

  • $27.75 per WBD share in total equity value, comprised of $23.25 in cash + $4.50 in Netflix stock, with a collar mechanism
  • Plus: WBD shareholders would also receive shares of Discovery Global as part of WBD’s planned separation (the piece not being acquired by Netflix) [3]

Netflix has also leaned heavily into the argument that this deal is complementary (less operational overlap) and pitched competitive framing around “view share” versus YouTube and Disney—suggesting the combined Netflix + HBO/HBO Max would remain behind the largest distributors by that metric. [4]

Timeline and closing mechanics matter for the stock. In WBD’s SEC materials, the Netflix merger includes customary conditions such as: completion of WBD’s separation/distribution, shareholder approval, and regulatory clearances (including HSR). WBD also discloses the deal is not subject to a financing condition and has an outside date structure (with an “End Date” and extensions) that can stretch the closing runway. [5]

2) Paramount Skydance’s hostile tender offer: $30.00 per share cash, expiring Jan. 8

Paramount Skydance is seeking to buy WBD directly from shareholders via a cash tender offer at $30.00 per share (net to the seller in cash). Options market infrastructure has already flagged the tender as a key event, with published memos referencing the offer terms and expiration timing.

The tender offer is currently set to expire at 5:00 p.m. New York City time on January 8, 2026 (unless extended).

And importantly, Paramount’s own tender documents reserve the right to amend the offer, including the price and other terms—another reason traders are watching the headlines minute-by-minute. [6]


The biggest current news driving WBD stock as of Dec. 21, 2025

WBD board to shareholders: reject Paramount’s offer

In a Reuters report summarizing the board’s position, WBD rejected Paramount Skydance’s bid and criticized the certainty of financing—arguing that claims about the bid being fully “backstopped” were misleading. [7]

In WBD’s own SEC-filed recommendation statement, the company also argues that regulatory risk is not a “material differentiating factor” between the Paramount offer and the Netflix deal—an important point because Paramount’s core selling line has been “fewer antitrust issues.” [8]

A key shareholder signals openness to a revised Paramount bid

One of the more market-moving signals late last week came from Harris Associates (reported as holding about 3.9% of WBD), which said it would be open to considering a revised Paramount Skydance bid—suggesting the current terms are fixable if Paramount improves them. [9]

For WBD stock, that matters because “yes, if improved” from a meaningful holder can be interpreted as a credible pathway for Paramount to close the spread—if it can address financing certainty and/or sweeten economics.

Standard General talks add a “third variable”: what happens to cable networks

Another thread in the background: a Reuters report citing discussions involving Standard General around a potential investment or purchase tied to WBD’s cable/network assets. Even if not directly part of next week’s tape action, this kind of chatter can influence how investors value the “remaining” assets depending on which bidder wins—or whether pieces get split. [10]

Netflix reiterates commitment and frames the regulatory narrative

Netflix leadership has stated publicly that its posture on the WBD transaction has not changed and has emphasized its intention to continue theatrical releases for Warner Bros. movies—while also signaling confidence on regulatory clearance. [11]


Why WBD’s “deal certainty” debate matters more than the headline price

At a glance, Paramount’s $30 cash looks superior to Netflix’s $27.75 headline value. But WBD’s SEC filing lays out why the board is framing Paramount’s economics as less attractive once you account for costs and risk.

Two points stand out:

  1. If WBD accepts Paramount’s offer, it may owe Netflix a $2.8 billion termination fee. [12]
  2. WBD also discusses additional costs (including financing-related items), which it aggregates as $4.3 billion in immediate and near-term costs in a failure scenario, and argues this would dramatically reduce the effective “protection” shareholders get if the Paramount deal breaks. [13]

This is why WBD stock can sit below the $30 cash bid: the market is discounting the probability of Paramount successfully improving certainty and pushing the deal through.


Regulatory outlook: why both paths could be long—and politically noisy

Regulatory review is now the second major axis (after financing certainty) for WBD’s week-ahead trading.

  • The Associated Press notes that either acquisition would likely face Justice Department review, and that the process could drag more than a year (or longer), especially given political overhang. [14]
  • Reuters similarly reports that Netflix itself has acknowledged scrutiny risk, while arguing the combined entity remains behind YouTube on certain “view share” metrics and that the deal is necessary to compete at scale. [15]

One thing to watch: definitions of “the market.”
AP cites subscription-share data (from JustWatch) showing Netflix as the largest subscription streaming platform in the U.S., while Reuters references “view share” arguments comparing YouTube and Netflix. Those are different lenses—and regulators may care more about one than the other depending on the theory of harm. [16]


Forecasts and analyst views: price targets rise, but the “real forecast” is deal probability

Traditional analyst price targets are still updating, but they may be less informative than they were a month ago—because WBD is being repriced primarily as a function of deal outcomes.

Still, here’s what’s current in the data:

  • A Nasdaq/Fintel compilation shows the average one-year price target at about $27.78, with targets ranging from roughly $20.20 to $36.75 (as of Dec. 20). [17]

That average being essentially on top of Friday’s close is another signal that the stock is anchored near the Netflix deal headline value—not trading on a classic “sum of streaming + studio + networks” framework.

Earnings calendar: not a near-term catalyst

Several market calendars list WBD’s next earnings date as estimated around Feb. 26, 2026 based on historical reporting patterns—well after the coming week. [18]


WBD fundamentals still matter—but mainly as leverage in the deal fight

Even in a deal-driven tape, fundamentals can re-enter the conversation quickly if either offer wobbles.

In its Q3 2025 shareholder materials, WBD reported:

  • $9.0 billion in total revenues
  • $701 million in free cash flow
  • $1.2 billion of debt repaid in the quarter
  • Net leverage cited around 3.3x

Those numbers matter because:

  • They help shape what WBD could look like as a standalone company (if both bids fail), and
  • They influence how aggressive each bidder can be on leverage and financing.

What to watch for WBD stock in the week ahead (Dec. 22–26)

1) Holiday trading structure could amplify headlines

  • Christmas week is shortened: U.S. markets are closed Dec. 25, and Christmas Eve has an early close. [19]
    When liquidity thins, deal headlines can create outsized moves.

2) Any Paramount tender offer amendment is a potential stock mover

Because Paramount’s documents allow changes—including price—an amendment can instantly reset the trading “anchor.” [20]
Even without a higher price, clearer financing commitments could narrow the spread.

3) New SEC filings and disclosures on syndication/financing

WBD specifically flags concerns about Paramount’s equity syndication flexibility and potential regulatory complications tied to undisclosed arrangements. [21]
Any added detail (or rebuttal) could shift sentiment quickly.

4) Big-holder positioning and public signals

After Harris Associates signaled openness to a revised offer, markets will watch for:

  • Similar commentary from other institutions
  • Any public messaging from proxy advisory firms (if/when they weigh in) [22]

5) Options market mechanics around the tender offer

The tender offer has already triggered formal options-market notices tied to the event and its timing. If you track WBD through options flow, corporate-action mechanics may matter as much as implied volatility this week.


Week-ahead bottom line for Warner Bros. Discovery (WBD) stock

WBD enters the coming week in a rare spot: a mega-cap media name trading like a live deal spread. At current prices, the market is pricing Netflix’s agreed terms as the “base case,” while still leaving room for Paramount to close the gap—if it can improve confidence around financing, deal protections, and closing certainty before the Jan. 8 tender deadline comes into sharper focus. [23]

References

1. ir.netflix.net, 2. www.nyse.com, 3. ir.netflix.net, 4. ir.netflix.net, 5. www.sec.gov, 6. www.sec.gov, 7. www.reuters.com, 8. www.sec.gov, 9. www.reuters.com, 10. www.reuters.com, 11. www.reuters.com, 12. www.sec.gov, 13. www.sec.gov, 14. apnews.com, 15. www.reuters.com, 16. apnews.com, 17. www.nasdaq.com, 18. www.marketbeat.com, 19. www.nyse.com, 20. www.sec.gov, 21. www.sec.gov, 22. www.reuters.com, 23. www.reuters.com

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