Warner Bros. Discovery Takeover Decision Delayed

Warner Bros. Discovery (WBD) delayed its takeover decision, the company said in a Feb. 17, 2026 press release, after Netflix granted a seven-day waiver allowing WBD to engage Paramount Skydance (PSKY) on its amended takeover offer while the board reaffirmed its recommendation of the Netflix transaction.

Netflix Grants Seven-Day Waiver as Board Reaffirms Support

Netflix granted a narrow seven-day waiver, effective through Feb. 23, permitting WBD to engage PSKY on the bidder’s amended proposal. WBD said it will treat any improved PSKY submission during this period as its best and final consideration and use the time to confirm whether a superior, binding offer exists.

The company filed a definitive proxy and an amended Schedule 14D-9 urging shareholders to reject the PSKY tender offer. The board reaffirmed its support for the Netflix transaction and scheduled a special shareholder meeting for March 20 to vote on the Netflix agreement.

WBD Chief Executive David Zaslav said, "We are engaging with PSKY now to determine whether they can deliver an actionable, binding proposal that provides superior value and certainty for WBD shareholders."

Paramount Skydance’s Amended Offer and Terms

PSKY’s Feb. 10 amended tender offer maintained its $30-per-share price and a transaction enterprise value of $108.4 billion. The package added a 25-cent-per-share quarterly ticking fee, which PSKY estimates would amount to roughly $650 million per quarter starting in 2027, and included coverage of WBD’s $2.8 billion termination fee to Netflix. PSKY extended its tender-offer deadline to Feb. 20 in earlier filings.

On Feb. 11, a PSKY senior representative told a WBD board member that PSKY was willing to raise the offer to $31 per share, conditional on engagement, and said that figure was not its best and final proposal.

WBD sent PSKY a letter proposing revised merger-agreement terms to address deficiencies identified by the board, including refinancing terms, material-adverse-effect carve-outs related to Global Linear Networks, and an equity cure mechanism for debt financing.

Regulatory Timelines and Netflix Matching Rights

The Netflix agreement for WBD’s Streaming & Studios business is valued at about $82.7–$83.0 billion and includes Netflix matching rights. Netflix projects a regulatory close in roughly 12–18 months, while PSKY estimates a faster 10–12 month timeline, a point disputed by both parties.

PSKY has asserted it holds roughly $18 billion more cash than Netflix and claims its regulatory path would be faster and easier. Netflix disputes these claims, which are noted in WBD materials.

A Delaware Chancery Court denied PSKY expedited proceedings and allowed Netflix to pursue its agreement while PSKY’s litigation continues. The combination of Netflix’s matching rights, the court’s posture, and the board’s public backing for Netflix raises the bar for PSKY to demonstrate it can deliver faster, financeable, and legally certain terms that would displace the board-recommended deal.

The weeklong waiver gives WBD a narrow window to determine whether PSKY can convert its incentives into a binding package with the financing and regulatory assurances the board requires. If not, the board appears positioned to proceed with the Netflix transaction when shareholders vote.