• Warner Bros. Discovery (WBD) shareholders are expected to vote in March or April 2026 on a proposed $82.7 billion all-cash merger with Netflix (NFLX), with the board unanimously recommending this deal over a rival hostile offer from Paramount Skydance.
  • The board has urged rejection of Paramount Skydance's amended $108 billion bid, citing Netflix's lower-risk financing and superior certainty, as Paramount Skydance's tender offer has secured only about 7% of shares, well below the control threshold.
  • The merger, if approved, would combine HBO and Warner Bros. content with Netflix's 325 million global subscribers, creating a dominant player in streaming but facing potential U.S. antitrust scrutiny over market share concerns.

Warner Bros. Discovery shareholders are poised for a pivotal decision this spring, with a vote on the company's proposed merger with Netflix likely to be held in March or April 2026, according to people familiar with the matter. This comes amid a heated bidding war, as the board has unanimously recommended rejecting a hostile offer from Paramount Skydance in favor of Netflix's $82.7 billion all-cash deal for WBD's film and TV studios.

Efforts to secure a transformative deal have intensified, with WBD's board deeming Netflix's offer superior due to its investment-grade balance sheet and projected $12 billion in free cash flow for 2026, contrasting with Paramount Skydance's $55 billion debt-heavy financing. In a letter to shareholders and a recent SEC Schedule 14D-9 filing, the board highlighted the risks of high leverage in the current high-interest environment, urging a focus on certainty and value. "Without a deal that ensures stability, the company could face heightened financial pressures," one insider noted, referencing WBD's existing debt levels.

Paramount Skydance's amended $108 billion bid, launched on December 22, 2025, has struggled to gain traction, securing only about 7% of shares so far—far below the 50% needed for control. This low uptake heightens the risk of failure, even as the offer includes a $40 billion equity backstop from Larry Ellison. Meanwhile, Netflix has shifted to an all-cash structure to expedite closure, with executives expressing confidence in winning shareholder support. The deal, if approved, would combine HBO's acclaimed content library and Warner Bros. film studio with Netflix's massive global subscriber base, boosting scale in the competitive streaming landscape.

Regulatory hurdles loom, however, as the combined entity could exceed 30% U.S. streaming market share, potentially triggering antitrust scrutiny. In the short term, the shareholder vote at a special meeting, detailed in a preliminary proxy filed on January 20, 2026, will be critical. WBD has also announced plans for a Discovery Global spin-off as part of the merger strategy. Attempts to reach Paramount Skydance for comment were unsuccessful, but Netflix's proxy campaign continues to directly solicit investors, emphasizing the all-cash premium and reduced execution risks.

Correction: An earlier version misstated the timing of the shareholder vote; it is expected in March or April 2026, not specifically March.