Short answer
Warner Bros. Discovery (WBD) filed an 8-K current report with the SEC on February 27, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 1.02 (Termination of a Material Definitive Agreement), Item 7.01 (Regulation FD Disclosure), Item 8.01 (Other Events). WBD shareholders receive $31.00/share cash (plus up to ~$0.25/share ticking fee if close slips past Sept 30, 2026), merging into Paramount Skydance (PSKY).
Warner Bros. Discovery 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- WBD shareholders receive $31.00/share cash (plus up to ~$0.25/share ticking fee if close slips past Sept 30, 2026), merging into Paramount Skydance (PSKY)
- Deal fully financed: Larry Ellison committing up to $46.72B via PIPE; RedBird adding $250M; no financing condition, closes certain once regulatory hurdles cleared
- Regulatory break-up fee $7B payable to WBD if deal blocked by antitrust/foreign regulators; WBD owes PSKY $3B termination fee if board flips or superior proposal taken
- PSKY on the hook for up to $1.528B in senior notes exchange offer payments; Ellison Guarantee personally backstops $45.72B of merger consideration plus regulatory fee
- Deal deadline March 4, 2027 (auto-extends to June 4, 2027 if only regulatory approval remains outstanding); MAE carve-out specifically protects Streaming & Studios segments: Linear Networks weakness alone won't kill deal
Item 1.02 · Termination of a Material Definitive Agreement
- WBD terminated its merger agreement with Netflix on Feb 27, 2026, after board deemed a competing bid from PSKY a "Superior Proposal"
- Netflix termination fee: $2.8B cash, paid by PSKY on WBD's behalf; on top of separate merger consideration owed to WBD shareholders
- Netflix waived its right to revise terms, clearing path for PSKY deal without a bidding war
- WBD's Mar 20, 2026 stockholder vote on the Netflix merger canceled; prior proxy statement withdrawn
Item 7.01 · Regulation FD Disclosure
- WBD and Paramount Sky (PSKY) announced a merger agreement on Feb 27, 2026 via joint press release
- Prior Netflix merger agreement with WBD has been terminated: major strategic pivot away from Netflix deal
- PSKY's tender offer for all outstanding WBD common stock also terminated, signaling deal structure shift
- Full merger terms in Exhibit 99.1: investors should review for deal value, exchange ratios, and closing conditions
Item 8.01 · Other Events
- WBD abandoning previously announced June 9, 2025 tax-free separation into two public companies: merger with PSKY (Paramount) is the new strategic path
- Separation cancellation is a closing condition for the WBD-PSKY merger, signaling the deal is advancing toward completion
- WBD must file a proxy statement with SEC seeking stockholder approval: vote outcome is a key deal risk
- Key risks: regulatory approval uncertainty, stockholder rejection, litigation, and potential negative impact on WBD stock price during pendency
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
Other Warner Bros. Discovery 8-K filings
Get the next WBD 8-K as it lands
Follow WBD for push alerts, or ask the research agent what this filing means.