|8-KFeb 10, 9:18 AM ET

Paramount Skydance Corp 8-K

Research Summary

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Updated

Paramount Skydance Corp Announces Revised Offer for Warner Bros. Discovery

What Happened

  • On February 10, 2026, Paramount Skydance Corporation (PSKY) issued a press release announcing it submitted a revised offer letter to the board of Warner Bros. Discovery, Inc. (WBD) to acquire all outstanding Series A common shares and that it has amended and extended its tender offer to purchase those shares. The press release is attached to the Form 8‑K as Exhibit 99.1.
  • The tender offer is being made through Prince Sub Inc., a wholly owned subsidiary of Paramount, and relates to the Series A common stock of WBD. Paramount has previously filed related tender and proxy materials with the SEC (including a Schedule TO filed Dec 8, 2025 and a preliminary proxy statement/BLUE card filed Jan 22, 2026).

Key Details

  • Date of filing/press release: February 10, 2026.
  • Target: acquisition of all outstanding Series A common stock of Warner Bros. Discovery, Inc. (the “Shares”).
  • Bid vehicle: Tender offer being conducted by Prince Sub Inc., a wholly owned subsidiary of Paramount (Schedule TO was filed Dec 8, 2025).
  • Paramount has filed proxy solicitation materials (preliminary proxy statement and BLUE card filed Jan 22, 2026) and intends further proxy solicitations related to the Proposed Netflix Transaction and/or WBD meetings.

Why It Matters

  • For investors, this filing confirms Paramount is actively pursuing control of WBD via a revised offer and extended tender offer, which could change the timing and outcome of any merger/acquisition process.
  • The filing includes cautionary forward‑looking statements noting risks that could affect the outcome, such as the possibility the tender offer fails, required stockholder and regulatory approvals, proposed financing and additional indebtedness, and integration challenges — all material considerations for both Paramount and WBD shareholders.
  • Paramount’s moves (offer revision, tender offer extension, and proxy solicitation) are concrete actions in an ongoing contest over WBD’s future that investors should monitor via subsequent SEC filings and press releases.