Published
# Warner Bros. Discovery (WBD): Material Events, January to October 2026
## Filings that contain financial statements
Warner Bros. Discovery is a domestic filer. Its 10-K and 10-Qs are the primary home of its financial statements. Each quarterly earnings release, furnished as Exhibit 99.1 to an 8-K, also carries condensed statements:
- **Q2 2026 (quarter ended June 30, 2026):** 8-K filed August 6, 2026, accession 0001437107-26-000072, Exhibit 99.1. It contains the consolidated statement of operations for the three months ended June 30, 2026 and 2025, the consolidated balance sheet at June 30, 2026 and December 31, 2025, and the consolidated statement of cash flows for the **six months** ended June 30, 2026 and 2025. The three-month cash flow figures (operating cash flow of $848 million, property and equipment purchases of $276 million, free cash flow of $572 million) appear only in the release's free cash flow table, not in a three-month cash flow statement. The release also has segment tables and an Adjusted EBITDA reconciliation.
- **Q1 2026 (quarter ended March 31, 2026):** 8-K filed May 6, 2026, accession 0001437107-26-000055, Exhibit 99.1. It contains the statement of operations and the statement of cash flows for the three months ended March 31, 2026 and 2025, and the balance sheet at March 31, 2026 and December 31, 2025.
- **Q4 and full year 2025:** 8-K filed February 26, 2026, accession 0001437107-26-000011, Exhibit 99.1. It contains the statement of operations for the three and twelve months ended December 31, 2025 and 2024, the balance sheet at December 31, 2025 and 2024, the statement of cash flows for the twelve months, a Q4 free cash flow table and supplemental Q4 consolidating data by division.
## The headline: Warner Bros. Discovery was acquired, and the deal closed on October 6, 2026
The current events picture rests on one fact. **The acquisition by Skydance Corporation (formerly Paramount Skydance Corporation) is complete.** WBD is now a wholly owned subsidiary, its common stock no longer trades on Nasdaq, and it has moved to end its SEC reporting. The fiscal Q2 2026 results covered here are WBD's last quarterly results as a public company.
### Timeline of the sale
- **December 4, 2025, and January 19–20, 2026: Netflix agreement (signed, later terminated).** WBD had signed a merger agreement with Netflix on December 4, 2025. On January 19, 2026 the two companies amended and restated it. Under the revised terms, Netflix would pay **$27.75 per share entirely in cash**, replacing the earlier mix of cash and Netflix stock. Netflix would acquire the Streaming and Studios segments after WBD spun off its Global Linear Networks segment ("Discovery Global") to stockholders. The net debt target for the spun-off company was cut by $260 million, to $17.0 billion as of June 30, 2026, falling to $16.1 billion by December 31, 2026. The termination fees were $2.8 billion payable by WBD and $5.8 billion payable by Netflix. (8-K, January 20, 2026, accession 0001193125-26-015949)
- **February 18, 2026: bridge loan maturity extended.** The maturity of the bridge loan held by subsidiary Discovery Global Holdings, Inc. moved to the earlier of June 30, 2027 or the date of the planned spin-off. (8-K, accession 0001193125-26-057173)
- **February 27, 2026: Paramount Skydance agreement signed; Netflix agreement terminated.** WBD's board determined that Paramount Skydance's offer was a "Company Superior Proposal." Netflix waived its match right, and WBD terminated the Netflix agreement. **Paramount Skydance paid Netflix the $2.8 billion termination fee on WBD's behalf.** WBD then signed an agreement to be acquired outright by Paramount Skydance for **$31.00 per share in cash**. The price included a "ticking" amount of $0.00277778 per share per day for every day the closing fell after September 30, 2026, capped at $0.25 per 90-day period. The terms also included:
- a $3.0 billion termination fee payable by WBD and a $7.0 billion regulatory termination fee payable by Paramount Skydance;
- an end date of March 4, 2027, with one automatic extension to June 4, 2027;
- no financing condition;
- equity commitments of up to $46.72 billion from a Lawrence J. Ellison trust and $250 million from RedBird Capital Partners, with the Ellison parties guaranteeing $45.72 billion of the merger consideration.
WBD said it no longer planned the two-company separation it had announced on June 9, 2025. In the joint press release, Paramount said the deal valued WBD at $81 billion in equity and $110 billion in enterprise value. Paramount also terminated its tender offer for WBD shares. (8-K, accession 0001437107-26-000018)
- **April 23, 2026: stockholders approved the deal.** Votes for adoption totalled 1,742,843,087, against 16,260,135. In a separate advisory vote, stockholders **rejected** the merger-related ("golden parachute") pay for named executive officers, with 1,444,387,748 votes against and 307,742,302 for. (8-K, accession 0001193125-26-173660)
- **July 2026: antitrust lawsuits and a closing hold (10-Q only).** These events appear in the Q2 10-Q, not in an 8-K. Twelve state attorneys general sued on July 13, 2026, and the Writers Guild of America sued on July 14, both in federal court in Northern California, to block the merger under Section 7 of the Clayton Act. The court granted the states a temporary restraining order on July 20, 2026. On July 24, 2026, the defendants agreed not to close until the earlier of five days after a merits ruling or June 1, 2027. On August 4, 2026, the court set a single 12-day trial beginning March 2, 2027. (10-Q for the quarter ended June 30, 2026, accession 0001437107-26-000075, Notes 1 and 15)
- **October 6, 2026: acquisition completed.** Skydance Corporation (formerly Paramount Skydance Corporation) "completed the previously announced acquisition" of WBD, which survives as a wholly owned subsidiary. Each WBD share was converted into **$31.01666668 in cash**, which includes six days of ticking consideration. Ticking consideration across all shares came to $41,886,975.78. WBD described the total merger consideration as **approximately $78 billion**, funded with equity and debt. At closing:
- WBD repaid all loans and terminated all commitments under its June 2026 First Lien Credit Agreement (the term loans described below) and its October 2024 revolving Credit Agreement;
- certain WBD subsidiaries became guarantors of Skydance's notes and of Skydance's April 7, 2026 credit agreement;
- every WBD director left the board, and CEO David Zaslav, CFO Gunnar Wiedenfels and four other officers ceased to be officers;
- WBD asked Nasdaq to delist the common stock and its 4.302% 2030 and 4.693% 2033 euro notes, and said it intends to file Form 15 to suspend its SEC reporting.
(8-K, accession 0001193125-26-415055)
- **October 16, 2026: Form 15 filed.** WBD's EDGAR filing index shows a Form 15-12G (accession 0001193125-26-423513) and a series of Form 15-15D filings on this date.
**Not explained in the company's filings:** The Q2 10-Q, filed August 6, 2026, said closing was on hold until a merits ruling or June 1, 2027, with trial set for March 2027. The deal nonetheless closed on October 6, 2026. WBD filed no 8-K between August 6 and October 6, 2026, and the closing 8-K does not say how the state attorney general and Writers Guild lawsuits were resolved or how the closing hold was lifted.
## Earnings results
- **Q2 2026 (released August 6, 2026).** Total revenue was $8,717 million, down 11% reported and 12% ex-FX from $9,812 million. The NBA's absence cut advertising revenue 22%, and a weaker theatrical slate cut content revenue 26%. Net income available to WBD was $149 million, versus $1,580 million a year earlier, when the quarter included a $2,958 million gain on debt extinguishment. Diluted EPS was $0.06. Adjusted EBITDA was $1,879 million, down 4% reported (6% ex-FX).
- **Streaming:** revenue rose 10% to $3,079 million, and Adjusted EBITDA rose 75% reported (63% ex-FX) to $512 million.
- **Studios:** Adjusted EBITDA fell 89% to $96 million, against a strong prior-year film slate.
- **Global Linear Networks:** Adjusted EBITDA fell 4% reported (5% ex-FX) to $1,446 million.
Free cash flow was $572 million after about $350 million of separation and transaction items. WBD ended the quarter with $3.4 billion of cash, $33.1 billion of gross debt, $29.7 billion of net debt and 3.4x net leverage. (8-K, accession 0001437107-26-000072, Exhibits 99.1 and 99.2)
- **Q1 2026 (released May 6, 2026).** Total revenue was $8,893 million, down 1% reported and 3% ex-FX. The net loss available to WBD was $2,916 million, or $1.17 per share. It includes the **$2.8 billion Netflix termination fee, recorded as an expense** even though Paramount Skydance paid it. The amount is refundable to Paramount Skydance in certain circumstances, such as WBD terminating the deal for a superior proposal or breaching interim operating covenants. Adjusted EBITDA was $2,203 million. Free cash flow was negative $476 million. Net debt was $30.1 billion, and net leverage was 3.4x. (8-K, accession 0001437107-26-000055, Exhibit 99.1)
- **Q4 and full year 2025 (released February 26, 2026).** Full-year revenue was $37,296 million, down 5%. Net income available to WBD was $727 million, or $0.29 per diluted share, and Adjusted EBITDA was $8,744 million. Q4 revenue was $9,460 million, the Q4 net loss was $252 million, and Q4 free cash flow was $1,383 million. WBD ended 2025 with 131.6 million streaming subscribers. (8-K, accession 0001437107-26-000011, Exhibit 99.1)
**Guidance.** The releases give no numeric full-year guidance. In the Q2 2026 shareholder letter, management said:
- it expected subscriber-related streaming revenue growth to accelerate in the second half of 2026;
- it reaffirmed a long-term Streaming Adjusted EBITDA margin target of more than 20%;
- it continued to expect Studios Adjusted EBITDA of more than $3 billion over the medium to long term;
- it expected Global Linear Networks operating expenses to improve by a high-single-digit percentage for the full year.
(8-K, accession 0001437107-26-000072, Exhibit 99.2)
## Debt and capital actions
- **June 4, 2026: $15 billion bridge loan refinanced.** Discovery Global Holdings, Inc. entered a First Lien Credit Agreement for 7-year term loans of $13,000 million (Term SOFR plus 2.50%) and €1,717 million (EURIBOR plus 2.50%), both maturing June 4, 2033. It used the proceeds and cash on hand to repay the $15,000 million outstanding under the bridge loan in full. The loans were secured on substantially all assets, had no financial maintenance covenant, and could be accelerated on a change of control. The Q2 shareholder letter estimated annual interest savings of about 150 basis points compared with the original bridge structure. (8-K, accession 0001193125-26-256559; 8-K, accession 0001437107-26-000072, Exhibit 99.2) These loans were repaid at the October 6, 2026 closing (see above).
- **May 19–27, 2026: bondholder consents received.** Subsidiaries Discovery Communications, LLC and Discovery Global Holdings, Inc. asked holders of 16 series of senior notes to amend the indentures and got the required consents. The solicitation expired May 26, 2026. The amendments push back the deadline for offering holders junior-lien exchange notes, from December 30, 2026 to the merger agreement's end date (March 4, 2027). They also change the terms of those notes if the acquisition closes. Paramount funded the consent fee of $2.50 per $1,000 (or €1,000) of principal. (8-Ks, accessions 0001437107-26-000059 and 0001193125-26-240646)
## Management, board and governance
- **January 5, 2026: CEO award.** Under his June 2025 employment agreement, CEO David Zaslav received 3,052,734 follow-on stock options on January 2, 2026, at a $28.51 exercise price. To make up for the higher price, he also received 1,963,465 make-whole restricted stock units. (8-K, accession 0001437107-26-000003)
- **March 10, 2026: CEO tax agreement.** WBD agreed to reimburse Mr. Zaslav for any excise tax on payments tied to the Paramount Skydance merger. WBD said its tax advisors expected no payment if the merger closed in 2027. (8-K, accession 0001193125-26-108437)
- **April 29, 2026: CFO contract renewed.** CFO Gunnar Wiedenfels signed a new agreement running to April 28, 2028, with a $2.5 million base salary and a $10 million annual equity target. (8-K, accession 0001437107-26-000048) He left WBD's officer ranks at the October 6 closing.
- **June 9, 2026: annual meeting.** All 13 directors were elected. Paul A. Gould received more votes withheld (811,080,991) than for (754,224,397). Stockholders rejected the advisory say-on-pay vote on 2025 executive pay, 1,313,562,677 against to 244,543,743 for. (8-K, accession 0001193125-26-268519)
- **September 30 – October 6, 2026: transaction bonuses and departures.** The compensation committee awarded cash transaction bonuses of $2,142,401 to Mr. Wiedenfels, $2,946,000 to Bruce L. Campbell and $2,850,000 to Jean-Briac Perrette. These come from a pool of up to $38.7 million authorized on December 3, 2025. Mr. Zaslav separated from WBD on October 6, 2026. Mr. Wiedenfels, Mr. Campbell and Priya Aiyar separate on October 16, 2026. (8-K, accession 0001193125-26-415055)
- **October 2, 2026: director awards ratified.** The board ratified 396,804 director RSUs and 120,000 shares issued after the 2005 Non-Employee Director Incentive Plan expired on May 20, 2025. The ratification falls under Section 204 of the Delaware General Corporation Law, and challenges must be filed within 120 days of the October 6, 2026 notice. (8-K, accession 0001193125-26-415055, Exhibit 99.1)
## Legal
- **Stockholder lawsuit dismissed.** A stockholder sued in New York state court over the merger proxy. After WBD issued supplemental proxy disclosures, the plaintiff voluntarily dismissed the case with prejudice on April 20, 2026. (10-Q, accession 0001437107-26-000075, Note 15)
- **Nokia patent dispute.** In June 2026, the High Court of England and Wales ordered WBD to make an interim license payment to Nokia in a dispute over streaming-video patents, with trial scheduled for late 2026. WBD recorded an immaterial liability. (10-Q, accession 0001437107-26-000075, Note 15)