Netflix Supports Warner Bros. Discovery Board's Commitment to Merger Agreement

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Netflix Supports Warner Bros. Discovery Board's Commitment to Merger Agreement

Business

07 January 2026

Global

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Following Comprehensive and Rigorous Review, Warner Bros. Discovery Board Continues to Recommend Stockholders Approve Netflix Agreement

More Information on How Netflix and Warner Bros. Will Define the Next Century of Storytelling Available at NetflixWBtogether.com

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HOLLYWOOD, Calif., Jan. 7, 2026 -- Netflix, Inc. today welcomed the Warner Bros. Discovery (WBD) Board of Directors' continued commitment to the merger agreement between Netflix and WBD, and its unanimous recommendation that stockholders reject the revised offer from Paramount Skydance Corporation (PSKY), announced December 22, 2025.

After a comprehensive and rigorous review process with its independent financial and legal advisors, the WBD Board reaffirmed its conclusion that the transaction with Netflix is in the best interests of WBD stockholders.

The WBD Board remains fully supportive of and continues to recommend Netflix's merger agreement, recognizing it as the superior proposal that will deliver the greatest value to its stockholders, as well as consumers, creators and the broader entertainment industry, said Ted Sarandos and Greg Peters, co-CEOs of Netflix. Netflix and Warner Bros. will bring together highly complementary strengths and a shared passion for storytelling. By joining forces, we will offer audiences even more of the series and films they love-at home and in theaters-expand opportunities for creators, and help foster a dynamic, competitive, and thriving entertainment industry.

Under the terms of the agreement announced December 5, 2025, Netflix will acquire Warner Bros., including its film and television studios, HBO Max and HBO, in a cash-and-stock transaction valued at $27.75 per WBD share, with a total enterprise value of approximately $82.7 billion (equity value of $72.0 billion). The financing structure is not subject to review by the Committee on Foreign Investment in the United States (CFIUS). The transaction preserves the planned separation of WBD's Global Linear Networks business, Discovery Global, which is expected to be completed in Q3 2026.

Netflix has submitted its Hart-Scott-Rodino (HSR) filing and is engaging with competition authorities, including the U.S. Department of Justice and European Commission. Netflix remains committed to working closely with WBD, regulators, and all stakeholders to ensure a smooth and successful transaction. As previously disclosed, the transaction is expected to close in 12-18 months from the date that Netflix and WBD originally entered into their merger agreement.

A dedicated website providing ongoing information and resources about the transaction is available at netflixwbtogether.com.

Important Information and Where to Find It

In connection with the proposed transaction between WBD and Netflix, Netflix intends to file with the U.S. Securities and Exchange Commission (the SEC ) a registration statement on Form S-4 (the Registration Statement ), which will include a prospectus with respect to the shares of Netflix's common stock to be issued in the proposed transaction and a proxy statement for WBD's stockholders (the Proxy Statement/Prospectus ), and WBD intends to file with the SEC the proxy statement. WBD also intends to file a registration statement for the newly formed subsidiary of WBD that will be spun off from WBD prior to the closing of the proposed transaction. The definitive proxy statement (if and when available) will be mailed to stockholders of WBD. Each of Netflix and WBD may also file with or furnish to the SEC other relevant documents regarding the proposed transaction. This communication is not a substitute for the Registration Statement, the Proxy Statement/Prospectus or any other document that Netflix or WBD may file with the SEC or mail to WBD's stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF NETFLIX AND WBD ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT WHEN THEY BECOME AVAILABLE, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING NETFLIX, WBD, THE PROPOSED TRANSACTION AND RELATED MATTERS. The documents filed by Netflix with the SEC also may be obtained free of charge at Netflix's website at https://ir.netflix.net/home/default.aspx. The documents filed by WBD with the SEC also may be obtained free of charge at WBD's website at https://ir.wbd.com.

Participants in the Solicitation

Netflix, WBD and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of WBD in connection with the proposed transaction under the rules of the SEC. Information about the interests of the directors and executive officers of Netflix and WBD and other persons who may be deemed to be participants in the solicitation of stockholders of WBD in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement/Prospectus, which will be filed with the SEC. Information about WBD's directors and executive officers is set forth in WBD's proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 23, 2025, WBD's Annual Report on Form 10-K for the year ended December 31, 2024, and any subsequent filings with the SEC. Inform

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