Warner Bros. Discovery (WBD) has announced that its Board of Directors, following consultation with independent financial and legal advisors, has determined that the previously disclosed proposal from Paramount Skydance Corporation constitutes a “Company Superior Proposal” under the terms of WBD’s existing merger agreement with Netflix, Inc.

As previously disclosed by WBD on February 24, 2026, Paramount Skydance’s proposal includes a purchase price of $31.00 per WBD share in cash, along with a daily ticking fee equal to $0.25 per share per quarter beginning after September 30, 2026.

The proposal also includes a $7 billion regulatory termination fee payable by Paramount Skydance if the transaction fails to close due to regulatory matters, and a commitment to pay the $2.8 billion termination fee that WBD would otherwise owe Netflix to exit the existing merger agreement.

Additional terms of the proposal include an obligation from Larry J. Ellison and an associated trust to contribute additional equity funding if required to support the solvency certificate mandated by Paramount Skydance’s lending banks. The offer further outlines a “Company Material Adverse Effect” definition that excludes the performance of WBD’s Global Linear Networks segment.

WBD has formally notified Netflix that the Paramount Skydance proposal qualifies as a superior proposal. Under the Netflix merger agreement, this notification triggers a four-business-day period during which Netflix has the right to propose revisions to its agreement in an attempt to ensure the Paramount Skydance offer no longer qualifies as superior.

Following the conclusion of this period, if WBD’s Board determines in good faith—after reviewing any revised terms proposed by Netflix and consulting its advisors—that Paramount Skydance’s bid remains a superior proposal, the company would be entitled to terminate its merger agreement with Netflix.

Netflix subsequently confirmed that it has declined to raise its offer for Warner Bros. Discovery. The streaming company said it had received formal notice from WBD that Paramount Skydance’s latest proposal had been classified as a superior offer under the existing merger terms.

In a joint statement, Netflix co-CEOs Ted Sarandos and Greg Peters said, “The transaction we negotiated would have created shareholder value with a clear path to regulatory approval. However, we’ve always been disciplined, and at the price required to match Paramount Skydance’s latest offer, the deal is no longer financially attractive, so we are declining to match the Paramount Skydance bid.”

The executives added that Warner Bros. Discovery is a “world-class organization” and thanked David Zaslav, Gunnar Wiedenfels, Bruce Campbell, Brad Singer and the WBD Board for conducting what they described as a fair and rigorous process. They noted that while Netflix believed it would have been a strong steward of Warner Bros.’ brands and could have strengthened the entertainment industry while supporting production jobs in the United States, the transaction was “a ‘nice to have’ at the right price, not a ‘must have’ at any price.”

Netflix further stated that its business remains strong and continues to grow organically, supported by its content slate and streaming platform. The company said it plans to invest approximately $20 billion this year in films and series while expanding its broader entertainment offering, alongside resuming its share repurchase programme in line with its capital allocation policy.

The company added that it will continue focusing on member growth, profitability and long-term shareholder value.