UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________

FORM 8-K

__________________________________

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) ~~of the Securities Exchange Act of 1934~~

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

~~January 20~~February 27, 2026

__________________________________

NETFLIX, INC.

(Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its charter~~Charter)

Delaware

001-35727

77-0467272

~~001-35727~~

~~77-0467272~~

(State or other jurisdictionof incorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification No.)

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

121 Albright Way, Los Gatos, California

95032

(Address of principal executive offices)

(Zip Code)

121 Albright Way

Los Gatos, California, 95032

(Address of principal executive offices) (Zip Code)

(408) 540-3700

(Registrant’s telephone number, ~~including~~include area code)

Not applicable

(Former name or former address, if changed since last report)

__________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common stock, par value $0.001 per share			NFLX			NASDAQ Global Select Market

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Common stock, par value $0.001 per share

NFLX

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

☐Item 1.02 Termination of a Material Definitive Agreement.

~~Item~~As previously disclosed, on January 219, 2026, Netflix, Inc.02, ~~Results~~a Delaware corporation (“Netflix”), Nightingale Sub, Inc., a Delaware corporation and wholly owned subsidiary of ~~Operations~~Netflix (“Merger Sub”), Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), and ~~Financial~~New ~~Condition~~Topco 25, Inc., a newly formed Delaware corporation and wholly owned subsidiary of WBD (“Newco”), entered into an Amended and Restated Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, upon the terms and subject to the conditions of the Merger Agreement, among other things, (i) a newly formed Delaware corporation and wholly owned subsidiary of Newco would merge with and into WBD (the “Holdco Merger”) in accordance with Section 251(g) of the General Corporation Law of the State of Delaware, with WBD surviving as a wholly owned subsidiary of Newco and with the stockholders of WBD immediately prior to the effective time of the Holdco Merger becoming the stockholders of Newco at and immediately following the effective time of the Holdco Merger, and (ii) following an internal reorganization and the separation and distribution of WBD’s Global Linear Networks business and certain other assets, as a result of which Newco would hold the Streaming & Studios businesses of WBD (the “Retained Business”), Merger Sub would merge with and into Newco, with Newco surviving as a wholly owned subsidiary of Netflix.

On ~~January~~February 2026, 2026, ~~Netflix,~~WBD ~~Inc.~~provided ~~(the~~notice ~~“Company”)~~to ~~announced~~Netflix ~~its~~that ~~financial~~the ~~results~~revised ~~for~~proposal ~~the~~WBD ~~quarter~~received ~~ended~~from ~~December 31,~~Paramount ~~2025.~~Skydance ~~The~~Corporation ~~Letter~~(“PSKY”) toconstituted ~~Shareholders,~~a ~~which~~Company isSuperior ~~attached~~Proposal ~~hereto~~ (as ~~Exhibit~~defined ~~99.1~~in ~~and~~the isMerger ~~incorporated~~Agreement) ~~herein by reference, includes reference to~~ (the ~~non-GAAP financial information~~“Determination”). AIn ~~reconciliation~~response to ~~the~~such ~~GAAP~~notice, ~~equivalent~~Netflix ofprovided ~~non-GAAP~~notice ~~measures~~to isWBD ~~contained~~on inFebruary 26, ~~tabular~~2026, ~~form~~that init ~~Exhibit~~was ~~99.1.~~waiving Weits ~~are~~right ~~not~~under ~~able~~the toMerger ~~reconcile~~Agreement ~~forward-looking non-GAAP financial measures because we are unable~~ to ~~predict~~negotiate ~~without~~with ~~unreasonable~~WBD ~~effort~~for ~~the~~a ~~exact~~period ~~amount or timing~~ of ~~the~~at ~~reconciling~~least ~~items,~~four ~~including~~business ~~property~~days ~~and~~in ~~equipment,~~connection ~~and~~with the ~~impact~~Determination ofand ~~changes~~confirmed inthat ~~currency~~Netflix ~~exchange~~would ~~rates.~~not ~~The~~seek ~~variability~~to ofmake ~~these~~any ~~items~~revisions ~~could~~to ~~have~~the aMerger ~~significant~~Agreement ~~impact~~in onresponse ~~our~~to ~~future~~the ~~GAAP financial results~~Determination.

~~The~~On ~~information~~February 27, ~~contained~~2026, inWBD ~~this~~provided ~~Item~~notice ~~2.02~~to ~~and~~Netflix ~~the~~that ~~accompanying~~it ~~Exhibit~~had ~~99.1~~terminated ~~are~~the ~~“furnished”~~Merger ~~and~~Agreement ~~shall~~in ~~not~~accordance bewith ~~deemed~~its ~~“filed”~~terms ~~for~~in ~~purposes~~order ofto ~~Section~~enter 18into ofan ~~the~~Agreement ~~Securities~~and ~~Exchange~~Plan ~~Act~~ of ~~1934,~~Merger aswith ~~amended~~PSKY ~~(the~~in ~~“Exchange~~respect ~~Act”),~~of orsuch ~~otherwise~~Company ~~subject~~Superior toProposal. Concurrently with the ~~liabilities~~termination of ~~that~~the ~~section,~~Merger Agreement and ~~shall~~entry ~~not~~into besuch ~~incorporated~~agreement bybetween ~~reference~~WBD inand ~~any~~PSKY, ~~filing~~PSKY, ~~under~~on ~~the~~behalf ~~Securities Act~~ of ~~1933~~WBD, aspaid ~~amended, or~~ the ~~Exchange~~$2,800,000,000 ~~Act~~termination ~~regardless~~fee ofowed ~~any~~to ~~general~~Netflix ~~incorporation language~~ in ~~such~~accordance ~~filing,~~with ~~unless~~the ~~expressly~~terms ~~incorporated~~of bythe ~~specific~~Merger ~~reference in such filing~~Agreement.

~~Item~~Also on February 927, 2026, as a result of the termination of the Merger Agreement, the commitments under Netflix’s previously disclosed (i) bridge commitment letter, dated as of December 4, 2025 (the “Debt Commitment Letter”), (ii) bridge facility incremental commitments agreement, dated as of January 19, 2026 (the “Incremental Commitments Agreement”), (iii) senior unsecured revolving credit agreement, dated as of December 19, 2025 (the “2025 RCF”) and (iv) senior unsecured delayed draw term loan credit agreement, dated as of December 19, 2025 (the “DDTL Credit Agreement”) were each automatically terminated in accordance with their terms.01 ~~Financial~~The ~~Statements~~proceeds of the Debt Commitment Letter, the Incremental Commitments Agreement, the 2025 RCF and ~~Exhibits~~the DDTL Credit Agreement were to be used for the purpose of financing the merger consideration required to be paid under the Merger Agreement, to pay certain other fees, costs and expenses incurred in connection with the transactions contemplated by the Merger Agreement, the Debt Commitment Letter, the Incremental Commitments Agreement, the 2025 RCF and the DDTL Credit Agreement and, at the option of Netflix, to refinance certain indebtedness.

The foregoing description of the Merger Agreement and the Incremental Commitments Agreement (dwhich were filed as Exhibit 2.1 and Exhibit 10.1, respectively, to the Current Report on Form 8-K that was filed with the U.S. Securities and Exchange Commission (the “SEC”) ~~Exhibits~~ by Netflix on January 20, 2026), the 2025 RCF (which was filed as Exhibit 10.1 to the Current Report on Form 8-K that was filed with the SEC by Netflix on December 22, 2025), the DDTL Credit Agreement (which was filed as Exhibit 10.2 to the Current Report on Form 8-K that was filed with the SEC by Netflix on December 22, 2025) and the Debt Commitment Letter (which was filed as Exhibit 10.1 to the Current Report on Form 8-K that was filed with the SEC by Netflix on December 5, 2025) does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, Debt Commitment Letter, Incremental Commitments Agreement, 2025 RCF and DDTL Credit Agreement, each of which is incorporated herein by reference.

Exhibit Number			Description of Exhibit
99.1			Letter to Shareholders dated January 20, 2026
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Important Information and Where to Find It

In connection with the proposed transaction between Netflix, Inc. ("Netflix") and Warner Bros. Discovery, Inc. ("WBD"), WBD filed a preliminary proxy statement on Schedule 14A (the “Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) on January 20, 2026. The preliminary Proxy Statement is not final and may be amended, and the definitive Proxy Statement (if and when available) will be mailed to stockholders of WBD. WBD also intends to file a registration statement for the newly formed subsidiary of WBD (“Discovery Global”) that will be spun off from WBD prior to the closing of the proposed transaction. Each of Netflix and WBD may also file with or furnish to the SEC other relevant documents regarding the proposed transaction. This communication is not a substitute for the Proxy Statement or any other document that Netflix or WBD may file with the SEC or mail to WBD’s stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF NETFLIX AND WBD ARE URGED TO READ THE PROXY STATEMENT, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION REGARDING NETFLIX, WBD, THE PROPOSED TRANSACTION AND RELATED MATTERS. The documents filed by Netflix with the SEC also may be obtained free of charge at Netflix’s website at https://ir.netflix.net/home/default.aspx. The documents filed by WBD with the SEC also may be obtained free of charge at WBD’s website at https://ir.wbd.com.

Participants in the Solicitation

Netflix, WBD and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the stockholders of WBD in connection with the proposed transaction under the rules of the SEC. Information about the interests of the directors and executive officers of WBD and other persons who may be deemed to be participants in the solicitation of stockholders of WBD in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, will be included in the Proxy Statement, which will be filed by WBD with the SEC. Information about WBD’s directors and executive officers is set forth in WBD’s proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 23, 2025, WBD’s Annual Report on Form 10-K for the year ended December 31, 2024, and any subsequent filings with the SEC. Information about Netflix’s directors and executive officers is set forth in Netflix’s proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April 17, 2025, and any subsequent filings with the SEC. Additional information regarding the direct and indirect interests of those persons and other persons who may be deemed participants in the proposed transaction may be obtained by reading the Proxy Statement regarding the proposed transaction when it becomes available. Free copies of these documents may be obtained as described above.

Cautionary Statement Regarding Forward-Looking Statements

This document contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Netflix’s and WBD’s current expectations, estimates and projections about the expected date of closing of the proposed transaction and the potential benefits thereof, their respective businesses and industries, management’s beliefs and certain assumptions made by Netflix and WBD, all of which are subject to change. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “could,” “seek,” “see,” “will,” “may,” “would,” “might,” “potentially,” “estimate,” “continue,” “expect,” “target,” similar expressions or the negatives of these words or other comparable terminology that convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees of future results, such as statements about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other action required to consummate the transaction on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i) the completion of the proposed transaction on anticipated terms and timing, including obtaining stockholder and regulatory approvals, completing the separation of WBD’s Discovery Global business and Warner Bros. business, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of WBD’s and Netflix’s businesses and other conditions to the completion of the proposed transaction; (ii) failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the transaction or integrating the businesses of Netflix and WBD; (iii) Netflix’s and WBD’s ability to implement their business strategies; (iv) consumer viewing trends; (v) potential litigation relating to the proposed transaction that could be instituted against Netflix, WBD or their respective directors; (vi) the risk that disruptions from the proposed transaction will harm Netflix’s or WBD’s business, including current plans and operations; (vii) the ability of Netflix or WBD to retain and hire key personnel; (viii) potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the proposed transaction; (ix) uncertainty as to the long-term value of Netflix’s common stock; (x) legislative, regulatory and economic developments affecting Netflix’s and WBD’s businesses; (xi) general economic and market developments and conditions; (xii) the evolving legal, regulatory and tax regimes under which Netflix and WBD operate; (xiii) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Netflix’s or WBD’s financial performance; (xiv) restrictions during the pendency of the proposed transaction that may impact Netflix’s or WBD’s ability to pursue certain business opportunities or strategic transactions; and (xv) failure to receive the approval of the stockholders of WBD. Discussions of additional risks and uncertainties are contained in Netflix’s and WBD’s filings with the SEC, including their Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and the Proxy Statement filed by WBD in connection with the proposed transaction and the registration statement to be filed by Discovery Global in connection with the separation. While the list of factors presented here is, and the list of factors presented in the Proxy Statement and registration statement will be, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Netflix’s or WBD’s consolidated financial condition, results of operations or liquidity. Neither Netflix nor WBD assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			NETFLIX, INC.
Date: February 27, 2026		NETFLIX, INC.
Date:	January 20, 2026
		By:	/s/ David Hyman
			/s/ Spencer Neumann
			David Hyman
			Spencer Neumann
			Chief Legal Officer and Secretary
			Chief Financial Officer

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