• Paramount is expected to raise its all-cash offer to approximately $32 per share for Warner Bros. Discovery (WBD), up from its current $30 per share bid with sweeteners.
  • The WBD board is engaging with Paramount through today, February 23, 2026, to evaluate a potential superior proposal before a special shareholder vote on the Netflix (NFLX) merger scheduled for March 20.
  • Paramount has cleared key U.S. regulatory hurdles, removing statutory impediments to closing the $108.4 billion acquisition, which would create a streaming and content powerhouse.

Paramount Skydance Corporation (PSKY) is poised to submit a revised all-cash offer for Warner Bros. Discovery that will likely come in at around $32 per share, according to people familiar with the negotiations. This marks a significant escalation in the months-long pursuit of the media giant, with Paramount having already enhanced its bid to $30 per share along with additional financial incentives.

Efforts to secure a deal have intensified as a seven-day waiver from Netflix expires today, February 23, 2026. WBD reported that Paramount verbally agreed to raise its offer to $31 or higher if discussions progressed, and the company has now engaged, setting the stage for a potential last-minute shakeup. Without a superior, binding proposal from Paramount, WBD would proceed with its planned merger with Netflix, which the board unanimously recommends.

"We are evaluating whether Paramount can deliver a proposal that provides greater shareholder value," said a source close to the WBD board, who requested anonymity due to the sensitivity of the talks. The board previously rejected Paramount's offers, citing insufficient value compared to the Netflix transaction, but the latest developments suggest a shift in dynamics.

Paramount's amended $30 per share offer included a $0.25 per share "ticking fee" payable quarterly for delays beyond December 31, 2026, and commitments to cover WBD's $2.8 billion termination fee to Netflix. The company also backstopped WBD's planned debt exchange, eliminating potential $1.5 billion bondholder fees—a move aimed at addressing financial concerns. Paramount argues its all-cash offer provides more certain value than Netflix's $27.75 headline price, which is subject to reduction based on net debt allocated to Discovery Global, a cable network facing projected EBITDA declines.

Regulatory progress has bolstered Paramount's position. On February 20, the company passed a 10-day waiting period after responding to the Department of Justice's second request for information, meaning "there is no statutory impediment in the U.S. to closing" the acquisition, according to regulatory filings. Paramount also secured clearance from German foreign investment authorities in late January, smoothing the path for international approvals.

Content creators and theatrical exhibitors have voiced support for Paramount's bid, viewing it as pro-competitive and beneficial for film releases. In an open letter, Paramount CEO David Ellison committed to increased content investment, preserving HBO as an independent creative brand, and upholding theatrical release commitments—a nod to industry stakeholders wary of streaming dominance.

This represents the ninth offer from Paramount since 2025, reflecting intense competition for control of a major global media asset amid ongoing consolidation driven by streaming rivalry with tech giants. Market watchers note that WBD shares have shown volatility in recent sessions, with slight upticks as news of the revised offer circulated, though official confirmation is pending.

Attempts to reach Paramount and WBD for additional comment were unsuccessful ahead of the deadline. If no deal is reached today, the focus will shift to the March 20 shareholder vote, where WBD investors will decide between the Netflix merger and any last-minute alternatives. Analysts suggest that Paramount's persistence, coupled with regulatory clearances, could pressure WBD to reconsider, but the clock is ticking.