Proposed acquisition of Warner Bros. Discovery

Proposed acquisition of Warner Bros. Discovery

Initiator	Netflix Paramount Skydance
Target	Warner Bros. Streaming & Studios (Netflix) Warner Bros. Discovery (Paramount Skydance)
Type	Partial acquisition (Netflix) Full acquisition (Paramount Skydance)
Cost	As of February 17, 2026: $108.4 billion (Paramount Skydance) $82.7 billion (Netflix)
Initiated	December 5, 2025 (Netflix) December 8, 2025 (Paramount Skydance)
Status	Pending

Since fall 2025, the assets of Warner Bros. Discovery (WBD) have been an acquisition target for numerous entertainment companies. Interest first emerged in WBD following several bids from Paramount Skydance, which were rejected. On October 21, 2025, WBD announced it was considering a "broad range of alternative options" to its previous plans of splitting into two companies. A bidding war then ensued between Paramount Skydance, Netflix, and Comcast during November 2025, and by early December, Netflix was seen as the frontrunner, leading Paramount to question WBD’s commitment to its shareholders. Netflix and WBD announced a subsequent merger agreement between the two on December 4, 2025.^[1][2]

Under the merger's agreements, Netflix would acquire WBD’s streaming and studios division for $72 billion in equity at $27.72 a share and assume nearly $10 billion in debt for a total enterprise offer of $82.7 billion. Through this, Netflix would become the new owner of Warner Bros. Entertainment, DC Comics/Studios, and HBO Max, along with dozens of assets. The Global Linear Networks of WBD would be spun off as "Discovery Global" in mid-2026. Reactions to the proposed Netflix-WBD deal were unfavorable, with many voicing concerns about how it would affect the entertainment industry, particularly with concern about the future of theatrical film distribution; how Netflix, a streaming service, would operate Warner Bros. Pictures, a major Hollywood studio, along with its extensive content libraries; and Netflix possibly having a monopoly on the streaming service market if the deal went through.

Three days later on December 8, 2025, Paramount Skydance submitted a rival all-cash takeover bid to acquire the entirety of WBD for $108.4 billion at $30 a share.^[3] Paramount’s offer includes financial backing from the Ellison Family, Redbird Capital, the sovereign wealth funds of three Middle Eastern countries, along with $54 billion in debt financing from major banks and investment firms. WBD's board of directors publicly endorsed Netflix's bid, but the decision of whether Paramount or Netflix acquires WBD depends on shareholders votes and regulatory approval.

Warner Bros. Discovery was established on April 8, 2022, and created through AT&T’s divestment of WarnerMedia and subsequent merger with Discovery, Inc., via a Reverse Morris Trust transaction.^[4][5] Through the agreement, Discovery executives would assume majority control over the merged company, while AT&T would no longer hold any ownership interest. AT&T attempted to reinvent itself as a major player in the entertainment industry through acquiring Time Warner and DirecTV, but later reversed course after unsuccessful synergies.^[6] Issues facing Warner Bros. Discovery were its initial debt load of over $43 billion and heavy market devaluation of its stock, with it losing over 60% of its value by early 2025.^[7] To bring down debt, WBD began undertaking strict cost-cutting strategies that included corporate reorganization, controversial tax write-offs, and the removal of dozens of movies and television shows from HBO Max and Discovery+.^[8][9] Despite these efforts, the linear cable networks of WBD continued to lag behind in profits compared to the more profitable streaming and studios businesses.^[10]

On December 12, 2024, Warner Bros. Discovery restructured its operations under two business segments: WBD Streaming & Studios and WBD Global Linear Networks.^[11] David Zaslav, the President and CEO of Warner Bros. Discovery, stated the new structure would enable “greater flexibility and potential future strategic opportunities," but speculation emerged as to whether the reorganization was in preparation for splitting the companies. This speculation was later proven true on June 9, 2025, when Warner Bros. Discovery announced it would move towards separating into two separate companies by mid-2026. The successor companies would be “Warner Bros.” and “Discovery Global.” ^[12][13] The announcement was met with mixed reception from the industry, with many believing it was an admission that the earlier WBD merger failed to meet expectations, but others saw it as an opportunity for Warner Bros. to become an easier acquisition target for bigger companies.^[14]

Netflix, Paramount, and Comcast bidded against each other to acquire Warner Bros. Discovery's assets.

In September 2025, David Ellison, the chief executive of the recently merged Paramount Skydance, held a board meeting to discuss the acquisition of Warner Bros. Discovery (WBD) so the new company could better compete against Amazon, Disney, and Netflix, Inc.. A few days later, he visited WBD CEO David Zaslav's home to propose a $19 per share cash and stock bid, formalized a few days later in a letter that set the cash proponent at 60%. At the time, Zaslav was in the planning to split WBD into a movie studios and streaming company and a television network business and WBD refused the deal. At the end of the month, the Paramount deal was bumped up to $22 per share with 67% cash, a $2 billion payment if it did not pass regulatory review, and a proposal for Zaslav to stay as co-CEO and co-chairman of the new company. A third offer on October 13 further increased it to $23.50 per share and 80% cash, to no avail.^[15]

After Paramount's three failed attempts, talks of a potential sale of WBD began circulating, and the company announced it was reviewing strategic alternatives after receiving unsolicited interest from multiple parties.^[16] Early public reporting identified three major potential bidders: Netflix, Inc., Comcast (through its NBCUniversal media subsidiary), and the newly formed Paramount Skydance (which hold several networks previously owned by Warner such as MTV, Nickelodeon, The Movie Channel, VH1 and Comedy Central; Paramount and Warner both own their respective stakes at The CW and Philo).^[16] In the first round of non-binding proposals, WBD reportedly received an offer from Paramount Skydance that would acquire the entire company (including its cable networks and its share in The CW and Philo), but the board rejected that bid as inadequate.^[17][18] According to The Wall Street Journal, Paramount's first round bid was $25.50 per share for the whole company, while the Netflix and Comcast offers only sought the studios and HBO Max.^[15]

After rejecting the initial offer, WBD opened a broader auction. By late November 2025, binding second-round bids had been submitted by Netflix, Paramount Skydance and Comcast. According to sources familiar with the process, Netflix submitted a mostly cash offer of roughly US$28 per share for WBD's studio and streaming assets, a bid that outpaced Paramount's competing offer (around US$27 per share), though the two offers were not directly comparable because Paramount's bid covered the full company, including cable networks and WBD's share in The CW and Philo. According to The Wall Street Journal, Paramount's second-round bid was an all-cash $26.50 per share offer.^[15]

As the process moved to a final decision, Paramount Skydance sent a letter to WBD's CEO alleging that the sale had become "tilted" in favor of Netflix. The letter claimed that the board had embarked on "a myopic process with a predetermined outcome", pointing to alleged conflicts of interest and questioning whether the auction remained fair.^[19] According to The Wall Street Journal, Paramount's final offer was $30 per share, all-cash, and it had secured arrangement from its three Middle Eastern sovereign wealth backers to not take board seats that would trigger increased regulatory review.^[15]

Despite those objections, on December 5, 2025, multiple outlets reported that Netflix had prevailed in the bidding war and entered exclusive negotiations with WBD to acquire its studio and streaming business. The announced deal values WBD at US$82.7 billion enterprise value (US$72.0 billion equity value and $59 billion of debt from Wells Fargo, HSBC, and BNP Paribas), and prices post-split Warner Bros. shares at US$27.75.^[20] The proposal represented Netflix's first departure from its long-standing "builders, not buyers" approach, marking a shift toward acquisition-led expansion.^[21] Prior to this, the company had strongly considered acquiring other companies, including: The Walt Disney Company, Fox Corporation, Electronic Arts-Konami coalition, and Paramount Global. However, this did not happen because, in addition to the board not deciding how the agreements would be made, they also did not want to harm the share price by buying a less valuable asset at an excessive price, as they feared what this could signal to shareholders.^[22]

If WBD accepts Paramount Skydance's offer, it will have to pay Netflix a $2.8 billion break up fee and if the current deal falls through, Netflix will have to pay WBD a $5.8 billion break up fee.^[26] The latter is among the biggest break up fees ever.^[27] At 7-8% of the deal's total value, legal scholars speculate that the magnitude of the fee itself could possibly face legal scrutiny^[28] since the Delaware courts have typically upheld breakup fees of only 3-4%.^[29]

Harris Oakmark's Alex Fitch, the 4th-largest owner of WBD shares, stated that the bidding war isn't over yet and believes the board accepted Netflix's offer to keep the bidding war going.^[30] Massimo Stabilini, a hedge-fund manager at Burren Capital Advisors and a WBD shareholder, stated that "there is a very good chance there will be a bidding war."^[31] On December 18, 2025, Alex Fitch encouraged Paramount to increase its offer for Warner Bros. Discovery.^[32]

In November 2025, Starz (which has also planned to acquire A+E Global Media from The Walt Disney Company and Hearst Communications) submitted a $25 billion bid for WBD's Global Linear Networks division alongside a bid for 20% of WBD's studio and streaming businesses, according to disclosures related to WBD's strategic review.^[33] The proposal focused on the cable networks business, which includes brands such as CNN, TNT, TBS, and Discovery, and was structured separately from WBD's studio and streaming assets.^[34] Standard General was also considered as a potential buyer of the division.^[35]

Paramount stated in a letter that a proposed transaction with Warner Bros. Discovery (WBD) would likely be pro-competitive and face fewer regulatory challenges. It contrasted this with a potential Netflix–WBD merger, which it said could face greater scrutiny from competition authorities in the United States and other jurisdictions.^[36]

Paramount argued that such a merger could reduce theatrical film releases and accelerate the shift to streaming, potentially affecting movie theaters. It also noted public comments by Netflix executives questioning the long-term role of theaters and said a combined Netflix–HBO Max service would account for about 43% of global subscription video-on-demand subscribers, which it said could raise antitrust concerns.^[36]

On December 8, 2025, Paramount Skydance announced a hostile takeover bid for WBD, proposing an all-cash offer of $30 per share, valuing the transaction at approximately $108.4 billion in enterprise value. The proposal included $41 billion in equity financing backed by the Ellison family, RedBird Capital, PIF, QIA, and ADIA, along with $54 billion in debt commitments from Bank of America, Citigroup, and Apollo Global Management. Paramount Skydance said its bid would provide $18 billion more in cash than a competing offer from Netflix. The company stated that merging Warner Bros.’ film and television assets with Paramount’s broadcast and cable operations would create a more competitive integrated studio and streaming company. Warner Bros. Discovery’s board said it would review the proposal in accordance with its fiduciary duties. Paramount Skydance also said it expected the transaction to close within 10 to 12 months, compared with Netflix’s projected timeline of 12 to 18 months.^[37][38]

On December 9, 2025, Warner Bros. Discovery’s board of directors said it would review Paramount Skydance’s offer in accordance with its existing agreement with Netflix. The board stated that it would provide a recommendation to shareholders within 10 business days. The board also advised shareholders not to take any action regarding the proposal at that time.^[39] On the same day, Semafor reported that David Ellison and his financial and legal advisers had met with major shareholders of WBD. The report said shareholders were told that Paramount Skydance’s bid offered greater value than Netflix’s proposal, faced fewer expected regulatory challenges, and had secured financing, including support from Middle Eastern sovereign investors.^[40]

On December 16, 2025, The Wall Street Journal and Bloomberg News reported that WBD planned to recommend shareholders reject Paramount Skydance’s $30-per-share hostile bid and support its existing Netflix agreement instead, citing greater value, certainty, and stronger financial terms.^[41][42] The board issued the recommendation the next day.^[43][44]

That same day, Bloomberg and Variety reported that Affinity Partners, the investment firm of Jared Kushner, Donald Trump's son-in-law, had withdrawn from Paramount Skydance's acquisition bid for WBD. Affinity said in a statement to Bloomberg that it had decided to stop pursuing the opportunity, citing competition from two bidders. The company added that it continued to believe there was a strong strategic rationale for Paramount’s offer.^[45][46]

On December 17, 2025, The Wrap reported that it had obtained a letter from CEO David Zaslav to Warner Bros. Discovery staff stating that the regulatory process for Netflix’s bid for Warner Bros. had begun. The Wrap also reported that the letter had been released just after the WBD board of directors had unanimously rejected Paramount's bid for WBD.^[47] The Guardian also reported that the WBD board of directors had unanimously rejected Paramount Skydance's bid for the whole of WBD, and also reported that the WBD board of directors had advised shareholders to accept Netflix's offer for Warner Bros. over Paramount Skydance's offer for WBD.^[48]

On the same day, Paramount affirmed that it remained committed to acquiring WBD in its entirety, and that its offer was still superior to Netflix's bid for the Warner Bros. studio and streaming assets. They also confirmed that their offer is being financed by $41 billion of new equity backstopped by the Ellison family and RedBird Capital, and $54 billion of debt commitments from Bank of America, Citi, and Apollo.^[49]

On December 22, 2025, Paramount amended its $30-per-share all-cash offer for WBD to address concerns raised by WBD board and shareholders. The revised proposal includes an irrevocable personal guarantee from Larry Ellison covering $40.4 billion of the equity financing, ensuring the financial backing for the transaction. It also includes a commitment not to revoke the Ellison family trust during the transaction period.^[50]

On the same day, the WBD board of directors advised shareholders not to take any action regarding the amended offer, whilst they "carefully review and consider" Paramount Skydance's offer, with Deadline reporting that, under the amended offer, Warner Bros. Discovery shareholders have until January 21, 2026, to tender their shares to Paramount Skydance.^[51]

On December 23, 2025, the fifth largest shareholder of WBD, Harris Oakmark, stated that the revised bid for Warner Bros. Discovery by Paramount Skydance, was "necessary, but unsufficient", with Harris Associates Portfolio Manager, and Director of U.S. Research, Alex Fitch, writing in an email to Reuters, "We see the two deals as a toss-up, and there is a cost to changing paths. If Paramount is serious about winning, they're going to need to provide a greater incentive."^[52]

On December 30, 2025, Reuters reported that WBD's board of directors would likely reject the latest $108.4 billion hostile acquisition offer from Paramount Skydance, which includes a personal guarantee of $40.4 billion in cash from Larry Ellison, during their meeting, which Reuters stated was to take place a week from the publication of the article.^[53]

On January 2, 2026, IGN reported that Netflix may give Warner Bros. films a 17-day window in theaters if Warner Bros. is acquired by Netflix.^[54] Two weeks later, on January 16, 2026, Ted Sarandos extended the theatrical window time to 45 days, for movies made by Warner Bros. if Netflix was able to acquire the company.^[55]

On January 7, 2026, Variety reported that WBD's board of directors had rejected an amended acquisition proposal from Paramount Skydance for the entire company. In a filing with the U.S. Securities and Exchange Commission, the board stated that it considered the Paramount Skydance offer to be of insufficient value and inadequate, and said it believed a competing offer from Netflix provided greater value for shareholders. The board confirmed it would continue with the Netflix transaction covering WBD's Streaming and Studios division.^[56][57]

Also on the same day, Paramount's chief legal officer Makan Delrahim wrote a letter to lawmakers in Washington, D.C. The letter said that Netflix's proposed acquisition of WBD assets was "presumptively unlawful," arguing that it would "further cement its dominance in streaming video on demand." The letter was filed with a House Judiciary antitrust subcommittee on the same day that it held a hearing on the streaming market, with the sale of WBD a primary topic of discussion among lawmakers and the expert witnesses. Paramount representatives did not address the subcommittee in person, but the lawmakers took written comments.^[58]

On January 8, 2026, Paramount reaffirmed its $30 per share offer for Warner Bros. Discovery.^[59]

On January 11, 2026, The Guardian reported that Donald Trump had repeatedly called for the sale of CNN in connection with any transaction involving WBD. The article argued that competing acquisition proposals—from Netflix and Paramount Skydance—raised concerns about media consolidation, political influence, and their potential impact on competition and free expression. It noted that lawmakers at a House Judiciary Committee hearing on streaming competition had expressed concerns about consumer harm and political pressure, and stated that neither proposed transaction would serve the public interest. The article cited Netflix's $82.7 billion bid and Paramount Skydance's hostile offer valued at approximately $108 billion, describing both as leading to increased concentration of control over film and television content.^[60]

On the same day, Tom Rothman, chairman and chief executive of Sony Pictures Motion Picture Group, commented on the competing bids while attending the Golden Globe Awards. He said he was encouraged that the companies involved had indicated they recognized the continued importance of the theatrical release window.^[60]

On January 12, 2026, Paramount Skydance filed a lawsuit against WBD. The company also said it intended to nominate director candidates to WBD's board, propose amendments to the company's bylaws requiring shareholder approval for any separation of its Global Networks division, and reaffirmed its hostile takeover bid at $30 per share.^[61]

In a letter explaining the lawsuit, David Ellison said that WBD had not adequately disclosed how it valued its Global Networks assets, assessed the Netflix transaction, calculated debt-related price adjustments, or determined its risk adjustment of Paramount Skydance's $30-per-share offer. Ellison said the lawsuit, filed in the Delaware Court of Chancery, sought an order requiring WBD to provide additional disclosures so shareholders could make an informed decision about whether to tender their shares.^[62] WBD responded by calling the lawsuit meritless and stating that Paramount Skydance's actions were intended to distract shareholders from what it described as deficiencies in the proposal. The company said Paramount Skydance had not increased its bid or addressed those issues and reiterated that any acquisition would require a higher offer.^[63]

During the litigation, Paramount Skydance said it was seeking additional disclosures from Warner Bros. Discovery, including information on:^[64]

• The valuation or valuation range assigned to WBD's Global Networks business, including underlying projections prepared by management or financial advisers.
• The terms of the net-debt adjustment in WBD's transaction with Netflix, including the undisclosed debt target, assumptions used in board-level financial analyses, and the net debt attributed to Global Networks at the time of a potential separation.
• Financial analyses regarding anticipated financing or banking costs if WBD were to abandon or complete the planned spin-off of Global Networks, or if the Netflix transaction were not completed.
• A summary of work performed by financial advisers in connection with opinions provided to the board regarding the Paramount Skydance offer, the Netflix transaction, and the Global Networks business.
• The qualitative and quantitative risk-adjustment factors applied by the board in concluding that Paramount Skydance's $30-per-share offer was inferior to the Netflix transaction, including whether and how similar adjustments were applied to the Netflix proposal.

On January 13, 2026, Netflix was reportedly amending its $82.7 billion offer for WBD's Streaming and Studios division, from a cash and stock offer, to an all-cash offer, whilst continuing with their $27.75 share price offer for the Studios and Streaming division of Warner Bros. Discovery.^[65]

On January 15, 2026, David Ellison, chief executive of Paramount Skydance, said that Discovery Global—comprising cable networks such as CNN, TBS, Food Network, and HGTV—had a value ranging from zero to approximately $0.50 per share. Warner Bros. Discovery's board disputed that assessment, citing estimates from Wall Street analysts that valued the business at roughly $3 to $5 per share.^[66]

On the same day, a judge of the Delaware Court of Chancery accepted Paramount Skydance's request to extend its lawsuit rather than expedite proceedings seeking additional disclosures from WBD regarding its decision to favor a proposed $82.7 billion transaction with Netflix over Paramount Skydance's $108.4 billion hostile bid. Vice Chancellor Morgan Zurn said at a hearing that Paramount Skydance had not demonstrated it would suffer cognizable irreparable harm without the requested financial disclosures, but found that the company could show a potential beneficial recovery if the information were ultimately provided.^[67]

Despite the ruling, Paramount Skydance said it intended to extend its tender offer for WBD, though it did not specify a new expiration date. Regulatory approval for an extended tender offer could take up to 18 months, based on typical review timelines for transactions of similar scale.^[68]

Following the ruling, the Delaware Court of Chancery declined to grant Paramount Skydance's request for expedited proceedings, but instead accepted to grant Netflix's request for expedited proceedings. The court's decision allowed WBD to continue pursuing the Netflix deal while Paramount Skydance's litigation proceeds on a standard timetable.^[69]

Meanwhile, according to people familiar with the matter, senior executives of Paramount Skydance held discussions with Emmanuel Macron and other senior French officials as part of efforts to build international support for its $108.4 billion hostile bid for WBD. The sources said the executives also traveled to London for meetings with UK government officials amid competition with a rival proposal from Netflix. The sources spoke on condition of anonymity because the discussions were not public.^[70]

On January 16, 2026, investor attention was focused on Netflix's fourth-quarter earnings report, amid scrutiny of the company's strategy to accelerate revenue growth, including its proposed acquisition of WBD. The report came as Netflix continued to compete with Paramount Skydance for control of the studio.^[71]

On the same day, Netflix co-CEO Ted Sarandos stated that they would continue with a 45-day theatrical window, for films made by Warner Bros., if Netflix were to acquire the Studios and Streaming division of WBD.^[55]

On January 19, 2026, the International Union of Cinemas (UNIC) expressed concerns about the proposed acquisition of Warner Bros. Discovery by either Netflix or Paramount Skydance. UNIC said a delegation had met with officials from the European Commission Directorate-General for Competition on January 15 to outline potential impacts on European cinema operators. UNIC warned that further consolidation could reduce the number of films released theatrically, citing the 2019 Disney–Fox merger as a precedent it said led to fewer theatrical releases. While the organization said it was particularly concerned about Netflix's proposal, it also said the Paramount Skydance bid raised similar risks. UNIC emphasized the economic role of cinemas in Europe, noting that the sector contributed approximately €5 billion in 2024 through employment, tax revenue, and broader economic activity. UNIC also stressed the importance of exclusive theatrical release windows for box office performance and said a consistent flow of studio content was critical for cinema operators. The group said it would continue engaging with European competition authorities as the review process proceeds.^[72]

On January 20, 2026, Netflix amended its $82.7 billion proposal to acquire WBD's Streaming and Studios division, revising the offer from a mix of cash and stock to an all-cash transaction. WBD said shareholders were expected to vote on the amended Netflix proposal by April 2026.^[73]

On the same day, The Wall Street Journal reported that WBD's board had accepted an amended all-cash offer from Netflix valued at approximately $72 billion, agreeing to sell its studios and streaming business at $27.75 per share.^[74]

On January 21, 2026, securities filings showed that JPMorgan Chase and Allen & Company were set to receive advisory fees of approximately $90 million each for their roles advising WBD in connection with competing acquisition proposals. According to the filing, JPMorgan had also earned additional fees for providing financing related to a $17.5 billion bridge loan used to separate WBD's cable news and sports assets, including CNN, from its studio and television operations.^[75]

People familiar with the matter said the additional financing fees were tied to that transaction; the sources spoke on condition of anonymity because the details were not public. JPMorgan declined to comment, and Allen & Company did not respond to requests for comment. The disclosures came amid revised offers from Netflix for WBD's studio and streaming assets and a separate tender offer from Paramount Skydance for the full company.^[75]

On the same day, media coverage highlighted consumer reactions to a potential transaction between Netflix and WBD, particularly amid concerns about rising streaming costs and so-called "subscription fatigue." Some consumers expressed the view that consolidation could reduce the number of separate subscriptions if services such as HBO Max were combined with Netflix, though analysts noted that such outcomes were uncertain. Survey data cited in the reporting showed that U.S. households subscribed to an average of 2.9 streaming services, with annual streaming costs averaging about $552, according to a November survey by Forbes Home. Analysts cited in the report said that a large overlap already existed between Netflix and HBO Max subscribers, suggesting that a merger could significantly reduce consumer choice while reshaping the competitive streaming landscape.^[76]

On January 22, 2026, it was reported that Paramount Skydance had extended the deadline for WBD shareholders to tender their shares in support of its hostile takeover bid. In a filing with the U.S. Securities and Exchange Commission, the company said the deadline had been extended to February 20 from the previously announced date. Paramount Skydance said that its chief executive, David Ellison, along with senior executives and financial backers, had been meeting with WBD shareholders in recent weeks regarding the offer. The company also said it intended to pursue a proxy contest to nominate directors supportive of its bid. The filing marked the initial step in that process.^[77]

On the same day, Bloomberg News reported that Netflix co-CEO Ted Sarandos planned to testify in February at a U.S. Senate committee hearing examining the company's proposed $82.7 billion purchase of the streaming and studio operations of Warner Bros Discovery. Bruce Campbell, Warner Bros.' chief strategy officer, also plans to appear at the hearing, the report said, citing people with knowledge of the matter.^[78]

On February 9, 2026, WBD global streaming chief JB Perrette said that the launch of HBO Max in the United Kingdom underscored the platform’s long-term strategic value amid the proposed acquisition of the company by Netflix. Speaking at a UK press briefing, Perrette cited public statements by Netflix co-CEOs Ted Sarandos and Greg Peters emphasizing the importance of maintaining HBO as a distinct premium brand. He stated that expanding HBO Max’s direct presence in the UK—where its programming had previously been distributed through Sky Group—would strengthen brand visibility. Perrette acknowledged the company’s ongoing corporate transition but pointed to European expansion plans and upcoming programming, including a new television adaptation of Harry Potter, as key growth drivers.

On the same day, Netflix chief global affairs officer Clete Willems addressed a newly launched federal investigation into the proposed $82.7 billion acquisition in an appearance on The Claman Countdown. Willems described the probe by the United States Department of Justice as routine and stated that Netflix was cooperating with regulators. The investigation, first reported by The Wall Street Journal, is examining whether the transaction could involve anti-competitive practices. Willems said the company was engaging with policymakers to demonstrate the transaction’s economic and consumer benefits. He contrasted Netflix’s position with that of Paramount Global, citing workforce reductions and projected cost synergies at Paramount. Willems also said the acquisition would expand content offerings and maintain theatrical releases of Warner Bros. films. Warner Bros. Discovery stated that it planned to hold an investor meeting by April 2026 to vote on the proposed deal.^[79]

On February 10, 2026, Paramount Skydance enhanced their bid to acquire WBD by offering additional financial incentives, despite maintaining their $30-per-share offer valuing the company at $108.4 billion. The revised proposal included a 25-cent per share quarterly "ticking fee", amounting to approximately $650 million in cash for each quarter beginning in 2027 until the transaction closes. Paramount also agreed to cover the $2.8 billion termination fee Warner Bros. Discovery would owe Netflix if it withdrew from its existing $82.7 billion agreement with the streaming company. Paramount further committed to backstop Warner Bros.' planned debt exchange, eliminating the risk of a potential $1.5 billion fee to bondholders, and to grant the company interim operating flexibility comparable to the terms negotiated with Netflix. The company said it had certified compliance with a second request from the United States Department of Justice, triggering a 10-day waiting period, and had secured foreign-investment clearance in Germany while engaging with regulators in the United States, the European Union, and the United Kingdom. Paramount also extended the deadline for their offer to March 2. Paramount's bid emphasized WBD's film and television studios, content library, and major franchises, including Game of Thrones, Harry Potter, and Batman and Superman from DC Comics. Analysts said the sweetened offer signaled Paramount's confidence that Netflix's proposed acquisition could face regulatory challenges, though some questioned whether the revisions would be sufficient to win shareholder support. WBD and Netflix did not immediately comment. Warner Bros. shares rose 1.6% following the report, while Netflix gained 2.7% and Paramount increased 0.7%. Warner Bros. said it would hold a special investor meeting, expected by April 2026, to vote on the Netflix transaction. The Warner Bros. board maintained that the Netflix deal is superior because shareholders would retain a stake in a separately traded Discovery Global entity.^[80][81]

On February 15, 2026, Bloomberg reported that WBD was considering reopening sale talks with Paramount Skydance.^[82] On the same day, Semafor reported that WBD was leaning towards opening negotiations with Paramount Skydance and Deadline reported that WBD could reveal as early as February 17 that it would engage with Paramount Skydance.^[83][84]

On February 17, 2026, WBD said it would reopen negotiations with Paramount Skydance. Paramount Skydance has been given a seven-day waiver by Netflix to submit a "best and final" offer for WBD.^[85][86] WBD said that Paramount Skydance had verbally agreed to raise its bid to $31 or higher if WBD were to engage with the company, which WBD has agreed to do.^[87] On the same day, David Ellison warned in a letter that Netflix‘s acquisition of Warner Bros. would “extinguish” competition, and argued that Paramount Skydance's ownership of WBD would cause an increase in streaming and theatrical distribution. Ellison’s letter, in response to Sen. Cory Booker (D-NJ), stuck to his main talking points for why Paramount Skydance should acquire WBD and against Netflix acquiring WBD's studio and streaming assets. He didn't answer most of Booker’s questions about his dealings with the Trump administration, including his communications with the president, and whether there have been discussions about potential changes to CNN, a target of the Trump administration, if Paramount Skydance were to emerge as the buyer of WBD's assets.^[88] On the same day, Ted Sarandos spoke against Paramount Skydance‘s bid on CNBC, accusing the company of “flooding the zone with confusion for shareholders.”^[89]

Investor Ancora Holdings has threatened a proxy fight to replace directors if WBD fails to properly consider the offer from Paramount Skydance.^[90]

On February 18, 2026, exhibitors are “apprehensive” about “placing too much stock” in Netflix‘s recent pledges to honor traditional theatrical release windows, Cinemark Theatres CEO Sean Gamble said Wednesday. Given that history, “I think there’s going to need to be more action versus comments, and firmer assurances to give everybody comfort that what’s being said is real,” Gamble added. As Netflix and Paramount jockey, the situation is “active and fluid,” Gamble said. Individually and via trade group Cinema United, Cinemark has tried to stay in close contact with the companies involved as well as regulators, the exec said, in pursuit of an outcome of “sustained exclusive theatrical windows.” “We’ve been optimistic that in time Netflix would recognize the opportunity that theatrical exhibition provides their platform,” Gamble said, noting that Amazon and “even Apple” seem to recognize the upside. “We thought for a long while there’s just value that was being ignored by not taking advantage of that opportunity.”^[91]

On February 19, 2026, A group of Democratic senators is threatening an investigation of Paramount as they fired off a letter to CEO David Ellison, seeking information on the company’s contacts with the Trump administration and the president himself over its attempts to acquire Warner Bros. Discovery. The letter — from Senate Minority Leader Chuck Schumer (D-NY), Sen. Cory Booker (D-NJ), Sen. Amy Klobuchar (D-MN), Sen. Dick Durbin (D-IL), Sen. Elizabeth Warren (D-MA), Sen. Richard Blumenthal (D-CT), Sen. Mazie Hirono (D-HI) and Sen. Peter Welch (D-VT) — asks Ellison to preserve a trove of documents related to the merger proposal, CBS news, and content decisions. The senators also said that they were gathering the material for a “potential investigation.” They wrote, “Last week, Paramount-Skydance announced that it certified substantial compliance with the Department of Justice’s December 23, 2025, Second Request for Information, commencing a 10- day waiting period for DOJ’s review. The announcement expressed strong confidence that Paramount will secure ‘the necessary clearances quickly and efficiently’ because, in its estimation, the acquisition does not ‘raise any competition concerns.’ However, we can assure you that it raises significant competition concerns that the Senate has not had an opportunity to examine.” They added, “The pattern of evasion, combined with Paramount’s apparent confidence that a politically sensitive transaction will clear without difficulty warrants serious scrutiny. In light of these developments, and pursuant to both your preservation obligation in anticipation of potential litigation surrounding the proposed acquisition and Congress’ additional oversight responsibilities, this letter serves as notice to preserve records related to the proposed Paramount Warner Bros. Discovery transaction.” The senators cited Ellison’s decision to decline to testify in person at a hearing earlier this month on Netflix‘s deal to purchase Warner Bros., with Netflix co-CEO Ted Sarandos appearing before the Senate Judiciary antitrust subcommittee. The lawmakers also noted that the top Democrat on the committee, Booker, had posed a series of questions to Ellison that went unanswered in his reply. Paramount is making a competing bid for all of Warner Bros. Discovery, in a battle for the prized assets with Netflix. The senators could encourage a deal that's in the hands of the DOJ, but their letter's a signal that Democrats will pursue an investigation should they retake the Senate in November’s midterms.^[92] On that same day, James Cameron warns that the proposed sale of Warner Bros. Discovery to Netflix will be disastrous for the theatrical motion picture business, he proved that Paramount's bid for Warner Bros. Discovery will be better.^[93]

Many theater-owners and exhibition-industry groups have expressed strong concern that the Netflix–Warner Bros. deal threatens the future of theatrical film distribution. Cinema United, one of the largest theater-owner trade associations, described the acquisition as an "unprecedented threat" to the global exhibition business. They argued that Netflix's historically streaming-first model may lead to fewer theatrical releases, reducing box-office revenue and endangering theaters, including small independent cinemas that are usually single-screen. Cinema United's leadership called on regulators to closely scrutinize the transaction, warning that a consolidation of this magnitude could "impact theatres from the biggest circuits to one-screen independents" worldwide and risk eliminating a significant portion of the annual domestic box office.^[94][95]

The Directors Guild of America (DGA) reportedly expressed concerns over the Netflix–Warner Bros. merger, noting that a major consolidation could threaten competitive opportunities for talent and reduce diversification in studio and streaming-driven content.^[96]

The Writers Guild of America (WGA) stated that the proposed Netflix–Warner Bros. merger "must be blocked", arguing that "the world's largest streaming company swallowing one of its biggest competitors is what antitrust laws were designed to prevent."^[97][95]

Actress Jane Fonda heavily pushed back against the Netflix–Warner Bros. deal. In a statement released through her organization Committee for the First Amendment, she called the deal "catastrophic" and urged the Department of Justice to review the deal.^{[98][99][100]}

SAG-AFTRA expressed concern about the proposed Netflix–Warner Bros. transaction, stating that the deal "raises many serious questions about its impact on the future of the entertainment industry, and especially the human creative talent whose livelihoods and careers depend on it." The union emphasized that any merger must lead to "more creation and more production, not less", and that such work must occur "in an environment of respect for the talent involved." SAG-AFTRA noted that its final position will depend on a "complete and thorough analysis" of the proposal, with particular focus on jobs and production commitments, and unlike some other guilds, it has not yet called for the merger to be blocked.^[101]

James Cameron publicly threw his support behind Paramount Skydance in its bidding war for Warner Bros. Discovery, claiming that a Netflix takeover "would be a disaster" for the studio's long-term creative future.^[102] Cameron argued that Paramount's offer better protected WBD's legacy franchises, theatrical strategy, and filmmaker-driven culture, claiming the company had a proven track record of nurturing large-scale storytelling compared to Netflix's data-driven content model.

Roy Price wrote that an acquisition of Warner Bros. by Netflix could lead to fewer shows being made and "a narrower range of storytelling" with "decision making around one organization's or one individual's point of view".^[103]

Cinema United warned a congressional committee that an acquisition of WBD by either Netflix or Paramount Skydance could negatively affect movie theater operators. The trade association said further industry consolidation could reduce the number of films released theatrically and increase studios’ leverage in negotiations with exhibitors. Cinema United outlined its concerns in a statement submitted to a U.S. House Judiciary Committee antitrust subcommittee holding a hearing on competition in digital streaming.^[104]

On January 29, 2026, a coalition of indie filmmakers, theater operators and nonprofits has reportedly sent a letter to the National Association of Attorneys General (NAAG), asking state attorney generals to block Netflix's accepted $82.7 billion acquisition of WBD's studio and streaming businesses, citing antitrust concerns.^[105]

In February 2026, several Hollywood labor organizations submitted statements to the Senate Judiciary Subcommittee on Antitrust expressing concerns regarding the potential sale of WBD. The Directors Guild of America, Producers Guild of America, and Writers Guild of America raised issues related to market concentration, labor protections, and the long-term effects of consolidation on film and television production. In its submission, the Directors Guild of America outlined a series of questions for lawmakers and antitrust regulators to consider in evaluating any transaction involving the studio. These included the potential effects of a sale on consumer access and pricing, employment conditions and collective bargaining rights, theatrical exhibition practices, third-party production and licensing levels, workforce training pipelines, and the risk of production being shifted offshore. The guilds emphasized the importance of merger conditions that would preserve competition, protect workers and local production communities, and maintain independent production and distribution practices.^[106]

On 5 February 2026, David Ellison, CEO of Paramount, published an open letter to the UK creative community outlining Paramount’s commitments as it pursued a hostile takeover of WBD. The letter emphasized increased content investment, a commitment to theatrical releases, and the preservation of HBO as an independent creative brand. Ellison positioned the proposed Paramount–WBD combination as pro-competition, arguing it would strengthen choice and innovation in the global media market. He criticized Netflix, warning that its potential control of WBD’s studio assets could create a “monopolistic or dominant entity,” a claim Netflix rejected while expressing confidence that its own $83 billion deal would clear regulatory scrutiny. The letter reaffirmed Paramount’s plan to release more than 30 theatrical films annually, maintain a minimum 45-day cinema window, and continue HBO’s distinctive programming strategy. Ellison also highlighted Paramount’s UK presence, including ownership of Channel 5 and the planned March launch of HBO Max in the UK, concluding with a pledge to support fair access, competition, and the long-term health of the creative ecosystem.^[107]

On February 5, 2026, Cinema United, a trade organization representing movie theater owners, submitted a six-page written testimony to the U.S. Senate Judiciary Subcommittee on Antitrust, Competition Policy and Consumer Rights regarding the proposed acquisition of Warner Bros. by Netflix. In its statement, the organization argued that the transaction would have significant economic and cultural consequences, including reduced theatrical windows, fewer theaters, lower industry revenues, job losses, and fewer films released in theaters. Cinema United expressed concern that the acquisition would further consolidate control of film production and distribution within a single global streaming platform in an already concentrated market. The organization stated that such consolidation could negatively affect theater operators, film audiences, and local businesses, and asserted that past industry consolidation has led to a decline in film output.^[108]

Several entertainment unions expressed opposition to the proposed Netflix–Warner Bros. transaction, including the Writers Guild of America, which urged lawmakers to block the deal.

Senator Adam Schiff and Representative Laura Friedman stated that, in addition to employment guarantees, they sought clarification on how the companies would prioritize production in the United States, particularly in California, and whether they would commit to expanding union-represented jobs. The lawmakers are also drafting federal legislation to establish a national film and television tax incentive. Their letter requested information regarding the companies’ intended use of artificial intelligence, including how they would protect rights holders and creative workers while avoiding workforce displacement. The legislators further asked how the companies would maintain competition and consumer choice while preserving content quality and competitive pricing. They requested written responses by February 15, 2026, and emphasized their stated goal of supporting Hollywood’s workforce and sustaining the United States’ position in the global creative economy.^[109]

On February 13, 2026, AGC Studios chairman Stuart Ford criticized Netflix’s proposed acquisition of Warner Bros. during a keynote at the European Film Market in Berlin. Ford said the deal would “probably” not benefit the film industry, warning that a studio-streamer merger could further entrench Netflix’s business model, which limits backend participation and residuals for producers and talent. While noting that a commitment to traditional theatrical releases and proper distribution windows could mitigate some concerns, Ford described the larger risk as an “existential threat” to the industry’s financial ecosystem. He argued that streaming’s dominance over the past decade has disrupted the flow of revenue that historically circulated through talent participations, residuals, and overages, potentially discouraging future generations from entering the business. Ford emphasized the need to preserve a business culture in which financial returns are shared across the industry, cautioning that failure to do so could result in a generational loss of talent. He also stated that Netflix executives are not acting with malicious intent and acknowledged that the company’s pre-buy deals currently help sustain independent production, but called for a broader philosophical shift within the media and technology sectors.^[110]

In February 2026, the board of WBD reportedly reconsidered renewed discussions with Paramount Skydance regarding a revised acquisition proposal, despite having previously agreed in December to an $83 billion sale to Netflix. Paramount Skydance’s latest offer, its ninth since 2025, included a provision granting WBD shareholders an additional $650 million per quarter for any delay in completing the Netflix transaction beyond December 31, 2026. Although the board initially rejected the revised proposal as insufficient, ongoing scrutiny from investors and corporate governance observers prompted further evaluation to demonstrate fulfillment of fiduciary duties. Under the existing agreement, Netflix retains the right to match any superior competing offer prior to closing, while the proposed transaction is expected to face regulatory review in the United States.^[111]

On December 8, a class-action lawsuit was filed against Netflix by an HBO Max subscriber residing in Las Vegas, Michelle Fendelender, who alleges that the proposed Netflix–Warner Bros. acquisition would reduce competition in the U.S. video on demand market.^[112][113]

A group of film industry figures, described as concerned feature film producers, sent an anonymous letter to members of the U.S. Congress urging lawmakers to oppose the proposed acquisition of WBD by Netflix and to apply heightened antitrust scrutiny. The letter argued that combining WBD’s film and television library with Netflix’s streaming platform could increase market concentration, reduce competition, and limit creative diversity by consolidating control over content production, distribution, and release strategies within a single company.^[115]

U.S. Senator Elizabeth Warren criticized the proposed acquisition of Warner Bros. Discovery by Netflix, stating that it could raise antitrust concerns related to market concentration. Warren argued that the transaction could reduce competition in the streaming market, potentially resulting in higher prices, fewer consumer choices, and adverse effects on workers in the media industry. She also called for rigorous and transparent enforcement of U.S. antitrust laws during the review process, including by the Department of Justice.^[116]

U.S. Senator Mike Lee stated that the proposed acquisition of WBD by Netflix raised antitrust concerns and indicated that congressional oversight of the transaction was likely. Republican Senator Roger Marshall and U.S. Representative Darrell Issa also called on federal antitrust authorities to closely review the proposed merger, citing potential effects on theatrical film distribution.^[117]

The proposed acquisition of WBD by Netflix raised concerns about potential job losses. U.S. Representative Laura Friedman stated that continued consolidation in the film and television industry has contributed to employment losses and argued that any merger should be evaluated based on its effects on competition and labor.^{[118][119][120][121][122]}

President Donald Trump stated that the proposed acquisition of WBD by Netflix could raise concerns due to the size of the combined company’s market position and said that he expected to be involved in the regulatory review process. Trump also stated that he had not discussed the competing proposal involving Paramount Skydance with Jared Kushner, whose firm Affinity Partners was among the external financiers of that bid.^[123][124]

Senior Trump administration officials had previously told CNBC that the administration viewed the Netflix acquisition with "heavy criticism."^[125]

According to regulatory filings, the financing for the Paramount Skydance proposal included investments from sovereign wealth funds associated with Saudi Arabia, the United Arab Emirates, and Qatar. The filing stated that these investors, along with Affinity Partners, agreed to forgo governance rights and representation on the board of directors, a structure the company said would place the transaction outside the scope of review by the Committee on Foreign Investment in the United States. The same filing reported that Tencent had withdrawn its financing from the proposal, which Paramount Skydance said was intended to avoid potential CFIUS review.^[126] Affinity Partners withdrew its financing on December 16.^[127]

The Wall Street Journal reported that after the Netflix deal was publicly announced, Larry Ellison, the father of Paramount Skydance CEO David Ellison, called Trump to argue that the deal would hurt competition. Before their hostile takeover bid was announced, it was also reported that David Ellison went to Washington DC and promised Trump administration officials that he would make big changes to CNN.^[15] Larry Ellison reportedly discussed with White House officials replacing specific CNN hosts that Trump reportedly dislikes.^[128] Trump has stated that he thinks that it is "imperative" that CNN be included in an acquisition "because the people that are running CNN right now are either corrupt or incompetent".^[129][130] CNN is among the various news organizations against which Trump has pursued retaliatory litigation and his administrations have removed the press credentials of their reporters,^[131] and while the Paramount Skydance proposal includes CNN, the Netflix acquisition proposal does not.^[132]

In an interview with CNBC on December 8,^[133] David Ellison suggested that CNN would be merged with CBS News which had been included in the Paramount–Skydance merger that was completed on August 7, 2025.^[132] Before the Paramount–Skydance merger, Paramount Global paid a $16 million settlement in a lawsuit Trump filed against the company over alleged deceptive editing on 60 Minutes that observers suggested was necessary for the merger to be approved by the Federal Communications Commission (which was required because of Paramount's ownership of 28 broadcast licenses of CBS-affiliated television stations).^[131]

After acquiring CBS News, David Ellison made a series of changes to the organization that anonymous sources within CBS News have suggested were in response to Trump's criticisms of the organization, including installing Bari Weiss as editor-in-chief (a conservative op-ed writer and columnist that founded The Free Press) and Kenneth R. Weinstein as ombudsman (the former CEO of the Hudson Institute, a conservative think tank) and ending its corporate DEI initiatives.^[131][132] However, when asked about the Paramount Skydance acquisition proposal, Federal Communications Commission (FCC) chair Brendan Carr said that the agency would probably have no role in approval of the proposed acquisition.^[128] WBD does not own any broadcast licenses.^[134][135]

When asked in the CNBC interview whether he thought Trump was more supportive of the Paramount Skydance proposal, David Ellison said, "What I would say is I'm incredibly grateful for the relationship that I have with the President, and I also believe he believes in competition."^[136] Trump also previously arranged for Larry Ellison to acquire a sizable ownership share of TikTok as part of the enforcement of the ban-or-divestment law for foreign adversary controlled social media applications enacted in the United States in 2024.^[131] As the Justice Department's Antitrust Division and the Federal Trade Commission (FTC) have overlapping jurisdiction in reviewing mergers and acquisitions for compliance with U.S. antitrust laws,^[137][138] Paramount Skydance submitted required forms with both the FTC and the DOJ on December 8.^[139]

On January 14, 2026, U.S. Representative Sam Liccardo, a Democrat from California, called on Paramount Skydance to submit any potential acquisition of WBD to a foreign ownership review, even if such a filing was not legally required. In a letter to David Ellison, Liccardo said that a voluntary review would demonstrate good faith, strengthen public trust, and provide assurances regarding national security, data privacy, and potential foreign influence risks.^[140]

Ted Sarandos stated that he was unsure why President Donald Trump had shared the One America News article demanding that Netflix be stopped from purchasing the Studios and Streaming division of WBD, stating "No conversation we ever had was about any of the things that were in that article that he posted. I don't want to overread it, either.”^[141]

On January 11, 2026, The Guardian reported that Donald Trump had repeatedly called for the sale of CNN in connection with any transaction involving WBD. The article argued that competing acquisition proposals—from Netflix and Paramount Skydance—raised concerns about media consolidation, political influence, and their potential impact on competition and free expression. It noted that lawmakers at a House Judiciary Committee hearing on streaming competition had expressed concerns about consumer harm and political pressure, and stated that neither proposed transaction would serve the public interest. The article cited Netflix's $82.7 billion bid and Paramount Skydance's hostile offer valued at approximately $108 billion, describing both as leading to increased concentration of control over film and television content.^[60]

On January 16, 2026, British culture minister Lisa Nandy met Paramount Skydance chief executive David Ellison this week to discuss issues affecting the UK's film and television sector.^[142] It was also reported that, on December 12, 2025, days after Netflix announced its intention to purchase the Studios and Streaming division of WBD, President Trump had purchased corporate debt security bonds from both WBD, and Netflix, valued at up to $500,000 each.^[143]

On January 22, 2026, the U.S. Department of Justice launched an in-depth antitrust review of Netflix's proposed acquisition of Warner Bros. Discovery. Warner Bros. Discovery disclosed in a regulatory filing that both companies had received a formal “second request” for information from the DOJ's Antitrust Division on January 16, which paused the statutory waiting period and prevented the transaction from closing pending further review. The second request signaled heightened scrutiny of whether the transaction could lessen competition in streaming, film production, or television distribution markets. The review followed Netflix's decision to revise its proposal to an all-cash offer. The transaction remains subject to regulatory approval and a shareholder vote, and both companies said they continued to expect a closing timeline of 12 to 18 months.^[144]

In February 2026, Netflix co-chief executive officer Ted Sarandos was scheduled to testify before the United States Senate regarding the company’s proposed $82.7 billion acquisition of Warner Bros. Discovery. The hearing, led by U.S. Senator Mike Lee, was expected to examine the potential effects of the transaction on competition within the streaming entertainment industry. Sarandos and WBD chief strategy officer Bruce Campbell were expected to provide testimony. While the Senate does not directly approve such transactions, the hearing provided lawmakers with an opportunity to seek information on the deal’s potential impact on consumers, workers, and competitors.^[145]

During the same Senate hearing, Netflix co-chief executive officer Ted Sarandos stated that the company would commit to a 45-day theatrical exhibition window for films produced by WBD following the proposed acquisition. The statement was made in response to questioning regarding the transaction’s potential effects on theatrical distribution and the film production ecosystem. Lawmakers from both parties raised concerns regarding the deal’s potential impact on competition, labor markets, and content distribution. Senators questioned Sarandos on issues including residual payments, employment conditions in the entertainment industry, and Netflix’s market position relative to other platforms. Sarandos stated that residuals were governed by collective bargaining agreements negotiated through the Alliance of Motion Picture and Television Producers and cited industry data indicating growth in residual payments in recent years. Senators also examined the competitive relationship between subscription-based streaming services and advertising-supported platforms such as YouTube.^[146]

Sarandos argued that viewing patterns increasingly overlapped across platforms and cited the expansion of professionally produced content and long-form programming on YouTube, as well as its growing share of television-based viewing. Members of the Senate Judiciary Subcommittee on Antitrust described the proposed acquisition as significant in scale and raised concerns regarding consolidation in the streaming industry. Subcommittee chair Mike Lee stated that the transaction warranted scrutiny due to its potential effects on competition for creative talent, content distribution, and consumer choice, including risks associated with vertical integration. Senator Cory Booker expressed concerns about the cultural and market implications of further consolidation in the entertainment industry and said that representatives of competing bidder Netflix had accepted to testify publicly at the hearing. Also testifying was Bruce Campbell, chief revenue and strategy officer of WBD. Netflix executives have stated that they have engaged in discussions with the U.S. Department of Justice Antitrust Division, European Union competition authorities, and state attorneys general regarding the transaction. The proposed acquisition remains subject to regulatory review, and Netflix has characterized the deal as pro-competitive, while regulators and lawmakers continue to assess its potential effects on market concentration and consumer outcomes.^[146]

On February 4, 2026, Donald Trump told NBC Nightly News anchor Tom Llamas that he had decided that he "shouldn’t be involved" in his administration’s review of the Netflix–Warner Bros. merger or if Paramount succeeds in its hostile bid. He said the Department of Justice was involved in acquisition of WBD by Netflix or Paramount.^[147]

Following testimony in February 2026 before the Senate Judiciary Subcommittee on Antitrust, Competition Policy, and Consumer Rights, lawmakers continued to evaluate Netflix’s proposed acquisition of the studio and streaming assets of Warner Bros. Discovery. During the hearing, Netflix co-chief executive officer Ted Sarandos addressed questions related to market competition, consumer impact, and the company’s role in the global entertainment industry. The hearing formed part of the broader legislative and regulatory review process examining whether the transaction would comply with antitrust standards and serve the public interest. Lawmakers did not reach conclusions during the session, and the proposed acquisition remains subject to further regulatory scrutiny.^[148]

On February 6, 2026, Senator Adam Schiff and Representative Laura Friedman sent a letter to Netflix co-CEOs Ted Sarandos and Greg Peters, and to Paramount chief executive David Ellison, requesting detailed commitments regarding the preservation and expansion of film and television jobs in Los Angeles in connection with their respective proposed mergers involving Warner Bros. The lawmakers noted prior public statements by Sarandos and Ellison asserting that their bids for the studio would benefit consumers and strengthen competition. Sarandos had stated that Netflix’s proposed merger with Warner Bros. would help create and protect jobs in the entertainment industry. Schiff and Friedman wrote that such statements should be supported by concrete, measurable commitments to California and U.S. workers, emphasizing the importance of maintaining California’s role as a center of film and television production.^[109]

On February 12, 2026, Gail Slater announced her departure as Assistant Attorney General for the Antitrust Division during President Donald Trump’s second term. Her exit came amid the Justice Department’s review of Netflix’s proposed merger with Warner Bros. and a competing bid from Paramount Skydance. While Slater cited gratitude for her tenure, CBS News reported that senior Trump administration officials decided to remove her. Slater had been confirmed in 2025 with bipartisan support and was viewed by some Democrats as a safeguard against political interference in antitrust enforcement. She previously served as an aide to Vice President JD Vance, a staff attorney at the Federal Trade Commission, and an executive at Fox Corp. Reports of internal friction surfaced during her tenure, including controversy over a settlement involving Hewlett Packard Enterprise and Juniper Networks that she was reportedly overruled on by Attorney General Pam Bondi. Her departure also occurred as Live Nation Entertainment faced a pending antitrust trial over alleged monopolistic practices. Media reports indicated the company had engaged in settlement discussions with Justice Department officials outside the Antitrust Division. A top deputy in the division, Mark Hamer, also left earlier that week.^[149]

Since WBD is a publicly traded company, there is a large shareholder base. According to The Motley Fool, 71% of the company is owned by institutional investors, 23% by individual investors, and 6% by insiders. Throughout the bidding war, many shareholders have stated their positions.^[150]

"The changes in Paramount’s new offer were necessary, but not sufficient," Harris Oakmark portfolio manager and Director of U.S. Research Alex Fitch said in an email to Reuters. "We see the two deals as a toss-up, and there is a cost to changing paths. If Paramount is serious about winning, they’re going to need to provide a greater incentive." The firm owns 4% of Warner Bros Discovery.^[151]

Mario Gabelli (Founder & Chairman of GAMCO Investors) has indicated he is "highly likely" to tender his clients' shares in Warner Bros. Discovery to Paramount Skydance.^[152] The firm has a non index institutional ownership of around 5%.^[153]

On January 7, 2026, The Wrap reported that Pentwater Capital Management, the seventh-largest shareholder of Warner Bros. Discovery, had sent a letter to the company accusing its board of not fully engaging with an amended acquisition proposal from Paramount Skydance. Pentwater chief executive Matt Halbower said in an interview with CNBC that Paramount's offer was economically superior to a competing transaction with Netflix, citing valuation and regulatory considerations. Halbower criticized the board's stated rationale for favoring Netflix's proposal, disputed concerns over financing risk, and said that Paramount's backers, including the Ellison family and other investors, had the capacity to close a transaction. He also objected to the board's refusal to engage further with Paramount, arguing that the concerns raised did not justify rejecting discussions.^[154]

In early February 2026, WBD announced that it expected to hold a shareholder vote on a proposed $82.7 billion transaction to sell its streaming and studio assets to Netflix, pending completion of a preliminary proxy filing. The company stated that no date had yet been set for the vote. If approved by shareholders, the transaction would proceed to regulatory review in the United States and the European Union, where competition authorities would assess its potential effects on market competition and consumer choice. If shareholders were to reject the proposal, Paramount Skydance was reported to be considering further efforts to replace Warner Bros. Discovery board members in support of its competing $108.4 billion offer.^[155]

On February 11, 2026, activist investor Ancora Alternatives LLC, a shareholder in WBD, said it would vote against the company’s proposed merger with Netflix, support the rival bid from Paramount Skydance, and launch a proxy contest if Warner Bros. Discovery’s board declined to engage with Paramount. In a presentation, Ancora argued that Paramount’s amended proposal could reasonably be expected to constitute a “Superior Proposal” under the terms of Warner Bros. Discovery’s agreement with Netflix, citing what it described as unresolved regulatory risks surrounding the Netflix transaction. The firm said that if the board failed to reconsider its position, it would vote against the Netflix deal and seek to hold directors accountable at the company’s 2026 annual meeting. Paramount had recently enhanced its $30-per-share cash offer by introducing a 25-cent per share quarterly “ticking fee” payable for each quarter after December 31, 2026, until closing. The company also agreed to fund the $2.8 billion termination fee WBD would owe Netflix if it withdrew from their $82.7 billion agreement and committed to assist with debt financing costs and obligations. Warner Bros. Discovery said it was reviewing Paramount’s revised proposal. Analysts noted that the amended bid appeared to address several of the board’s previously stated concerns and could increase pressure on directors as shareholders prepared to vote on the Netflix transaction.^[156]

Due to the size of the acquisition, the deal is subject to review by competition authorities in major markets.^[135]

Country	Commission	Status
United States	Federal Trade Commission (FTC) or Department of Justice (DOJ)	Pending
European Union	European Commission (EC)
United Kingdom	Competition and Markets Authority (CMA)
Japan	Japan Fair Trade Commission (JFTC)
China	State Administration for Market Regulation (SAMR)
South Korea	Korea Fair Trade Commission (KFTC)
Australia	Australian Competition & Consumer Commission (ACCC)
Canada	Competition Bureau (CBC)
Brazil	Administrative Council for Economic Defense (CADE)
India	Competition Commission of India (CCI)

The European Union's antitrust regulators are expected to scrutinize rival bids by Netflix and Paramount Skydance for Warner Bros. Discovery at the same time, setting up an unusual head-to-head competition review, Bloomberg News reported on January 21, 2026. The takeover battle puts major entertainment assets on the line, including DC Comics, iconic franchises ranging from Friends to Batman, and the HBO Max streaming service - a combination that could reshape Hollywood's power dynamics. The parallel examinations are likely because the proposals are advancing on similar timeline and both bidders have already held preliminary discussions with the EU's merger watchdog about their plans, the report said, citing people familiar with the matter. A parallel review would give Brussels added leverage over Warner Bros.' future, Bloomberg said. Regulators could shape the contest by quickly clearing one bidder while subjecting the other to a longer investigation or requiring concessions, potentially allowing a frontrunner to emerge. The companies and the EU did not immediately respond to Reuters requests for comment. Netflix on Tuesday revised its $82.7 billion offer to go all-cash in hopes of expediting the deal closure and providing greater financial certainty to investors worried about its previous stock-and-cash deal. The new all-cash bid, at $27.75 a share, has unanimous support from the Warner Bros. board. Any transaction is likely to face significant antitrust review, including the U.S. Department of Justice, the EU and the UK.^[157]

On January 24, 2026, Federal Communications Commission Chairman Brendan Carr has highlighted substantial antitrust risks associated with Netflix's potential purchase of key assets from WBD in a Bloomberg interview. The concerns center on the immense market power that such a combination would create in the increasingly concentrated streaming landscape. Carr pointed out that Netflix has built its dominance through internal expansion, which he views positively, but integrating Warner Bros. Discovery's extensive film and television production capabilities alongside its streaming platforms could intensify existing imbalances in the sector.^[158]

On January 26, 2026, a Senate committee will examine the proposed Netflix acquisition of Warner Bros. at a hearing scheduled for next week, with co-CEO Ted Sarandos scheduled to testify. The hearing before the Senate Judiciary antitrust subcommittee will be held on Feb. 3, a spokesperson for Sen. Mike Lee (R-UT), confirmed. Lee is the chairman of the subcommittee, and Sen. Cory Booker (D-NJ) is the ranking member.^[159]

On January 27, 2026, more than a dozen British politicians and former policymakers have called on the country's competition watchdog to launch a full review of Netflix's $83 billion bid for WBD.^[160]

On February 5, 2026, Warner Bros. Discovery CEO David Zaslav met with several European and U.K. officials to discuss the company’s pending $83 billion acquisition by Netflix and the planned spinoff of its cable networks business, Discovery Global. Zaslav met in Berlin with Germany’s Federal Government Commissioner of Culture and the Media, Wolfram Weimer, where they discussed the launch of HBO Max in Germany, the broader media industry, and the future of Warner Bros. Discovery’s traditional broadcasting operations in Europe and the U.K. following completion of the Netflix transaction. According to individuals familiar with the discussions, the European and U.K. broadcasting business under Discovery Global would remain largely unchanged, with continued investment in local content. In Amsterdam, Zaslav met with Dutch Prime Minister Dick Schoof to discuss the evolving media landscape and investment climate. He also met in Milan with U.K. Secretary of State for Culture, Media and Sport Lisa Nandy, where discussions included the planned launch of HBO Max in the United Kingdom and Ireland, Olympic Games broadcasting, and market fragmentation. Additionally, Zaslav met with United States Ambassador to Italy Tilman Fertitta to discuss the Netflix transaction and Discovery Global spinoff. The meetings occurred during ongoing U.S. Senate review of the proposed acquisition, including an antitrust hearing examining potential effect on competition, consumer prices, employment, and the streaming and theatrical sectors.^[161]

The proposed acquisition would transfer Warner Bros. Discovery's film, gaming and television studio operations to Netflix, including Warner Bros. Motion Picture Group (including Warner Bros. Pictures, Warner Bros. Pictures Animation and New Line Cinema), Warner Bros. Television Group (including Warner Bros. Television Studios, Telepictures, Warner Bros. Domestic Television Distribution, Warner Bros. Animation, Cartoon Network Studios and others), Warner Bros. Home Entertainment, DC Studios and Warner Bros. Games, the HBO and HBO Max pay-television and streaming businesses, the Warner Bros. Entertainment film and television libraries (including the HBO and Turner content libraries), key intellectual properties, and numerous legacy franchises. WBD's cable networks such as TBS, TNT and Cartoon Network (excluding all channels' content libraries), CNN Worldwide, Discovery-branded channels, the Discovery and Scripps content libraries and Warner Bros. International Television Production were reportedly excluded from the transaction and would remain under Discovery Global.^[162]

Netflix previously had limited presence in theatrical film distribution. With the acquisition of Warner Bros. Pictures, it would gain production studios and major film franchises, allowing it to distribute films in theaters and access properties like the DC Universe and Harry Potter, enhancing its position in theatrical and global film markets. Netflix has been trying to get into the video game industry for a long time. The company acquired indie studios and built a presence in mobile gaming, but never established a major footprint.^[163] With this acquisition, Netflix would become a major player in the video-game industry through Warner Bros. Games, acquiring Warner Bros. Games studios including Rocksteady Studios, Avalanche Software, NetherRealm Studios, TT Games, and major franchises such as Hogwarts Legacy, Mortal Kombat, and the Lego games.^[164][165] In December 2025, Netflix co-CEO Greg Peters stated that Warner Bros.'s video game properties were not of significant interest to the company, calling them "relatively minor".^[166][167]

Paramount Skydance's offer materials projected that a combined Paramount–WBD would generate approximately $70 billion in annual revenue, about $16 billion in EBITDA, roughly $10 billion in cash flow, and serve around 207 million streaming subscribers. The combined company would not only have the Warner Bros. film and television studios, its publishing and licensing divisions, DC Studios and DC Entertainment, HBO/HBO Max and its content libraries, but a wide portfolio of domestic and international television networks, including key brands such as Discovery, Cartoon Network, Adult Swim, Eurosport, TNT, TBS, TLC, Food Network and CNN as well as free-to-air networks in the United Kingdom and Europe and the combined company would have a massive broadcast rights portfolio to key sport leagues and sporting events across the United States and Europe, such as the NFL, UFC, the NHL, the PGA Tour, the Masters Tournament, NCAA, several UEFA events, the Olympics among others alongside Paramount's film and television studios, linear networks and its content library. The deal would also bring MTV, Nickelodeon, The Movie Channel, VH1 and Comedy Central reunited under common ownership with Warner after more than 40 years, as well as granting the Warner stakes on both The CW and Philo.^[168]

• Media capture