WBD Files Definitive Proxy Statement and Schedules Special Meeting for March 20, 2026, to Approve the WBD-Netflix Transaction

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WBD Files Definitive Proxy Statement and Schedules Special Meeting for March 20, 2026, to Approve the WBD-Netflix Transaction

Business

17 February 2026

Global

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The WBD-Netflix Transaction Delivers Incredible Value and Certainty to WBD Stockholders with Clear Path to Timely Regulatory Approval

Netflix is the Superior Deal and the Only Deal Before WBD Stockholders

Together WBD and Netflix will Protect U.S. Jobs, Bring Great Value to Consumers and Assure Growth of the Broader Entertainment Industry

A PSKY transaction does not have an easier or faster path to regulatory approval and PSKY's financing challenges and rapid deleveraging plans pose tremendous risk to the entertainment industry

HOLLYWOOD, Calif., Feb. 17, 2026 - Netflix, Inc. today issued the following statement regarding its fully financed definitive agreement with Warner Bros. Discovery, Inc. (WBD) to acquire Warner Bros., including its film and television studios, HBO Max and HBO:

Today marks another important milestone for our transaction with WBD. WBD has filed and commenced the mailing of its definitive proxy statement for the special meeting to be held on March 20, 2026, to approve our Board-recommended transaction and superior offer.

Throughout the robust and highly competitive strategic review process, Netflix has consistently taken a constructive, responsive approach with WBD, in stark contrast to Paramount Skydance (PSKY). While we are confident that our transaction provides superior value and certainty, we recognize the ongoing distraction for WBD stockholders and the broader entertainment industry caused by PSKY's antics. Accordingly, we granted WBD a narrow seven-day waiver of certain obligations under our merger agreement to allow them to engage with PSKY to fully and finally resolve this matter.

This does not change the fact that we have the only signed, board-recommended agreement with WBD, and ours is the only certain path to delivering value to WBD's stockholders. In its press release today, WBD reaffirmed its recommendation that WBD stockholders vote to approve the Netflix transaction at WBD's special meeting.

Together, Netflix and Warner Bros. will deliver more choice and greater value to audiences worldwide with expanded access to exceptional films and series - both at home and in theaters. Our transaction also expands production capacity and increases investment in original content, leading to long-term job creation. The Netflix transaction is centered on growth, opportunity, and a reinforced commitment to creating world-class films and television - not consolidation and layoffs.

Netflix is confident that our transaction, a largely vertical merger of complementary assets, has a clear path to timely regulatory approval. Netflix and WBD have each submitted their Hart-Scott-Rodino (HSR) filings and are engaged constructively with competition authorities across the world, including the U.S. Department of Justice (DOJ), state Attorneys General, the European Commission, and the U.K. Competition and Markets Authority (CMA). Netflix and WBD are driving the regulatory process forward - collaboratively and constructively and focused on a clear path to closing.

By contrast, PSKY has repeatedly mischaracterized the regulatory review process by suggesting its proposal will sail through, misleading WBD stockholders about the real risk of their regulatory challenges around the world. WBD stockholders should not be misled into thinking that PSKY has an easier or faster path to regulatory approval - it does not.

PSKY is also quick to publicize routine checkpoints to exaggerate progress. For example, PSKY cited securing German FDI clearance on January 27, 2026, as evidence of their regulatory certainty. In fact, Netflix received German FDI clearance on the very same day.

Separately, the foreign funding behind PSKY's bid is already raising serious national security concerns. We expect government reviewers globally, including CFIUS and Team Telecom in the U.S., as well as European authorities, to scrutinize the Middle Eastern investors in PSKY's consortium and to be skeptical of claims that they are purely passive investors.

In reality, PSKY is far from obtaining all of the regulatory clearances required. Enforcers will focus on the impact of PSKY's proposal on competition, job losses, reduced output, and downward pressure on wages for film and television workers. PSKY's offer results in significant horizontal overlaps that will concern antitrust enforcers globally by combining:

two of the five major Hollywood studios,

two major theatrical distribution channels,

two of the major TV studios,

two major news networks, and

two major sports distributors.

Beyond their regulatory hurdles, PSKY's aggressive financing package, rapid deleveraging plans, and performance track record pose tremendous risks to both the completion of their proposed deal and the industry.

PSKY has promised to rapidly de-lever following its proposed transaction which can only be achieved through unprecedented job cuts (on top of the previous PSKY layoffs):

Post-merger, PSKY would be over-leveraged with approximately $84 billion of total proforma debt - the largest proposed leveraged buyout in history - and an estimated 7x leverage ratio (Debt / 2026 LTM EBITDA).

PSKY has promised its concerned investors that it "will be below, call it, at closing with accounting for synergies around 4x. And [will] de-lever quickly to below 3x and almost 2x over the convening 2 years to 2.5 years."1

This means PSKY would need to realize $16 billion of cost savings in order to meet the midpoint of its leverage target range, far in excess of the $6+ billion synergy figure PSKY has publicly communicated.2

The only way to achieve this would be through g

LINK:	https://about.netflix.com/en/news/wbd-files-definitive-proxy-statement...
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