NEW YORK, December 28, 2025, 21:19 ET — Market closed
- Warner Bros. Discovery shares last ended down 1.4% at $28.80.
- Stock is trading between Netflix’s agreed $27.75-per-share deal value and Paramount Skydance’s $30 all-cash tender offer.
- Investors are watching for new SEC filings or revised terms before U.S. markets reopen Monday.
Warner Bros. Discovery’s Series A shares ended the last session down 1.4% at $28.80, slipping in thin year-end trading after weeks of deal-driven volatility.
The move matters because WBD’s stock remains pinned between two competing takeout prices: Netflix’s agreed package valued at $27.75 per share and Paramount Skydance’s hostile $30-per-share all-cash bid. That spread is where investors are pricing the odds of closing, timing and regulatory risk. [1]
Paramount’s approach is a tender offer — a bid to buy shares directly from shareholders at a fixed price before a deadline — which can put immediate pressure on a target board but still depends on shareholders tendering enough stock. [2]
Netflix and WBD announced their merger agreement on Dec. 5, saying the cash-and-stock deal valued WBD at $27.75 per share and about $82.7 billion in enterprise value. The transaction is expected to close after WBD separates its Global Networks business into a new publicly traded company, which Netflix and WBD said is expected to be completed in the third quarter of 2026. [3]
“Today’s announcement combines two of the greatest storytelling companies in the world,” WBD Chief Executive David Zaslav said in the companies’ statement at the time. [4]
Paramount Skydance said on Dec. 22 it amended its offer to address WBD’s financing concerns, including an “irrevocable personal guarantee” by Oracle founder Larry Ellison covering $40.4 billion of the equity financing and potential damages claims. Paramount also said it raised its regulatory reverse termination fee to $5.8 billion and extended its tender offer deadline to 5 p.m. New York time on Jan. 21, 2026. [5]
Paramount said 397,252 WBD shares had been tendered and not withdrawn as of Dec. 19 — roughly 0.02% of WBD’s 2.48 billion shares outstanding as of mid-December, according to WBD’s solicitation filing. [6]
WBD said on Dec. 22 it had received Paramount’s amended tender offer and that its board would review it, but it said it was “not modifying” its recommendation in favor of the Netflix deal and advised shareholders “not to take any action” at that time. [7]
Earlier, on Dec. 17, WBD’s board urged shareholders to reject Paramount’s tender offer, saying it did not meet the bar for a “Superior Proposal” under the Netflix merger agreement and warning it could impose significant costs, including a $2.8 billion termination fee payable to Netflix if WBD walked away. [8]
Financing has remained a focal point for deal arbitrageurs. Reuters reported on Dec. 22 that Netflix refinanced part of a $59 billion bridge loan tied to the WBD transaction, citing a regulatory filing. [9]
In Friday trading, Netflix shares rose 0.9% while Disney slipped 0.8%, and Paramount Skydance shares fell 1.2%. The S&P 500 ETF was little changed.
Before Monday’s session, traders will be looking for any fresh deal-related filings or statements, including updates to Paramount’s tender materials and any progress on the paperwork for the Netflix transaction. WBD has said Netflix plans to file a registration statement on Form S-4 and WBD plans to file a proxy statement for shareholders. [10]
Macro catalysts could also jolt year-end trading. The week ahead includes U.S. pending home sales data due Monday and Federal Reserve meeting minutes due Tuesday, with U.S. stock markets closed Thursday for New Year’s Day. [11]
WBD has not set a date for its next earnings report; analysts tracked by Zacks expect it around Feb. 26, 2026. Any update on cash flow and leverage will be watched closely as investors weigh the costs of a drawn-out deal process against the headline bid prices. [12]
References
1. www.sec.gov, 2. www.prnewswire.com, 3. www.sec.gov, 4. www.sec.gov, 5. www.prnewswire.com, 6. www.prnewswire.com, 7. ir.wbd.com, 8. ir.wbd.com, 9. www.reuters.com, 10. www.sec.gov, 11. www.marketwatch.com, 12. www.zacks.com
