Resolution criteria

The market resolves based on the outcome of WBD's special shareholder meeting scheduled for March 20, 2026, at 8 a.m. Eastern. The market will resolve to:

• Netflix: if shareholders vote to approve the Netflix merger agreement

• Paramount Global: if shareholders vote to approve a Paramount Skydance merger agreement instead

• Not acquired: if shareholders reject both proposals or if neither transaction closes

Resolution will be determined by official WBD shareholder voting results and subsequent transaction closures. Additional information can be found at VoteWBDNetflix.com.

Background

Netflix and WBD announced a merger agreement on December 4, 2025, under which Netflix would acquire WBD's streaming and studios division for $72 billion in equity at $27.72 per share and assume nearly $10 billion in debt for a total enterprise offer of $82.7 billion. The Netflix deal includes the Warner Bros. movie studio and HBO, while WBD's cable channels, including CNN, are not part of the sale.

Paramount CEO David Ellison responded by going directly to shareholders with a $30-per-share offer for all of WBD, including CNN. On February 10, Paramount upgraded its offer to include a promise to pay 25 cents per share quarterly for every quarter beyond December 31, 2026, if the deal doesn't close, and agreed to pay the $2.8 billion termination fee due to Netflix. Paramount's amended offer has an enterprise value of about $108 billion, backed by $43.6 billion of equity commitments from Larry Ellison and RedBird Capital Partners, alongside $54 billion of committed debt financing.

Considerations

Netflix has granted WBD a limited waiver under the terms of its merger agreement to permit WBD to engage in discussions with Paramount Skydance for a seven-day period ending on February 23, 2026. Netflix retains matching rights under the merger agreement, meaning the streamer could come back with a higher offer to counter Paramount. WBD's board continues to unanimously recommend in favor of the Netflix merger and unanimously recommends that shareholders reject Paramount Skydance's most recent offer.

The U.S. Department of Justice has already initiated its reviews, and both Paramount and Netflix have said they received securities clearance from German authorities. Regulatory approval remains uncertain for both transactions.

This description was generated by AI.