WBD · Warner Bros. Discovery, Inc.

Warner Bros. Discovery, Inc. ("Warner Bros. Discovery" or "WBD") (NASDAQ: WBD) today announced that its Board of Directors (the "Board"), consistent with its fiduciary duties and following consultation with its independent financial and legal advisors, has determined that the revised proposal from Paramount Skydance Corporation ("Paramount Skydance" or "PSKY") (NASDAQ: PSKY) could reasonably be expected to lead to a "Company Superior Proposal" as defined in WBD's merger agreement with Netflix, Inc. ("Netflix") (NASDAQ: NFLX) (the "Netflix Merger Agreement"). The revised proposal includes an increased purchase price of $31.00 per WBD share in cash, plus a daily ticking fee equal to $0.25 per quarter beginning after September 30, 2026, as well as a $7 billion regulatory termination fee payable by PSKY in the event the transaction does not close due to regulatory matters, payment by PSKY of the $2.8 billion termination fee that WBD would be required to pay to Netflix to terminate the

Warner Bros. Discovery, Inc. ("Warner Bros. Discovery" or "WBD") (NASDAQ: WBD) today confirmed that it has received a revised proposal from Paramount Skydance Corporation ("Paramount Skydance" or "PSKY") (NASDAQ: PSKY) to acquire all of the outstanding shares of WBD common stock. The Board issued the following statement: Following engagement with PSKY during the seven-day limited waiver period, we received a revised PSKY proposal to acquire WBD, which we are reviewing in consultation with our financial and legal advisors. We will update our shareholders following the Board's review. The Netflix merger agreement remains in effect, and the Board continues to recommend in favor of the Netflix transaction. WBD shareholders are advised not to take any action at this time with respect to the amended PSKY tender offer. Allen & Company, J.P. Morgan and Evercore are serving as financial advisors to Warner Bros. Discovery and Wachtell Lipton, Rosen & Katz and Debevoise & Plimpton

Warner Bros. Discovery, Inc. (the "Company") (Nasdaq: WBD) today announced that it will report its fourth quarter and full year 2025 results on Thursday, February 26, 2026 before the market opens. Links to the live webcast of the conference call as well as the earnings materials will be available in the "Investor Relations" section of the Company's website at https://ir.wbd.com/ starting at approximately 7:00 a.m. ET. The Company will host a conference call at 8:00 a.m. ET that same day to discuss the results. A telephone replay of the call will be available approximately two hours after the completion of the call until March 5, 2026. The replay can be accessed via phone by dialing +1 888-660-6264 or +1 646-517-3975 and using playback passcode 97030#. A replay of the audio webcast will also be available in the "Investor Relations" section of the Company's website for twelve months. About Warner Bros. Discovery: Warner Bros. Discovery is a leading global media and entertainment company

Warner Bros. Discovery, Inc. ("WBD") (NASDAQ: WBD) today announced that it will hold the Special Meeting of Shareholders (the "Special Meeting") to vote on the merger with Netflix, Inc. ("Netflix") (NASDAQ: NFLX) on March 20, 2026 at 8:00 a.m. Eastern Time and the commencement of mailing of the definitive proxy statement to shareholders in connection with the Special Meeting. WBD also announced today that Netflix has provided WBD a limited waiver under the terms of WBD's merger agreement with Netflix, permitting WBD to engage in discussions with Paramount Skydance ("PSKY") (NASDAQ: PSKY) for a seven-day period ending on February 23, 2026 to seek clarity for WBD stockholders and provide PSKY the ability to make its best and final offer. During this period, WBD will engage with PSKY to discuss the deficiencies that remain unresolved and clarify certain terms of PSKY's proposed merger agreement. Netflix retains its matching rights as defined by the merger agreement. The WBD Board of

Warner Bros. Discovery, Inc. ("Warner Bros. Discovery" or "WBD") (NASDAQ: WBD) today confirmed that it has received an amended, unsolicited tender offer from Paramount Skydance Corporation ("Paramount Skydance" or "PSKY") (NASDAQ: PSKY) to acquire all of the outstanding shares of WBD common stock (the "February 10 Amended Tender Offer"). The WBD Board of Directors (the "Board"), consistent with its fiduciary duties and in consultation with its independent financial and legal advisors, will carefully review and consider Paramount Skydance's offer in accordance with the terms of WBD's agreement with Netflix, Inc. ("Netflix") (the "Netflix Merger Agreement"). The Board is not modifying its recommendation with respect to the Netflix Merger Agreement. WBD will review the amended tender offer and advise its stockholders of the Board's recommendation after the completion of that review. WBD stockholders are advised not to take any action at this time with respect to the amended Paramount

Warner Bros. Discovery, Inc. ("Warner Bros. Discovery" or "WBD") (NASDAQ: WBD) today announced that its Board of Directors (the "Board") has unanimously determined that Paramount Skydance's ("PSKY") (NASDAQ: PSKY) tender offer, as amended on December 22, 2025, is not in the best interests of WBD and its shareholders and does not meet the criteria of a "Superior Proposal" under the terms of WBD's merger agreement with Netflix, Inc. ("Netflix") (NASDAQ: NFLX) announced on December 5, 2025. The Board unanimously reiterates its recommendation in support of the Netflix combination and recommends that WBD shareholders reject PSKY's offer. "The Board unanimously determined that the Paramount's latest offer remains inferior to our merger agreement with Netflix across multiple key areas," said Samuel A. Di Piazza, Jr., Chair of the Warner Bros. Discovery Board of Directors. "Paramount's offer continues to provide insufficient value, including terms such as an extraordinary amount of debt