WBD Sets Date for Netflix Merger Vote but Opens Seven-Day Window for “Best and Final” Paramount Skydance Bid

The Netflix deal is a cornerstone of WBD’s broader strategy to separate its Streaming & Studios businesses from its Global Linear Networks.

RMN Stars Business Desk
New Delhi | February 18, 2026

NEW YORK — Warner Bros. Discovery (WBD) has announced that it has scheduled a special meeting of shareholders for March 20, 2026, to vote on its proposed merger with Netflix, Inc.. While the WBD Board of Directors continues to unanimously recommend the Netflix deal, it has also initiated a high-stakes, week-long negotiation period with Paramount Skydance (PSKY) to determine if a superior offer is possible.

A Crucial Seven-Day Window

In a significant development, Netflix has granted WBD a limited seven-day waiver, ending February 23, 2026, which allows WBD to engage in direct discussions with PSKY. This window is intended to clarify “deficiencies” in PSKY’s current proposal and provide the company an opportunity to submit its “best and final offer”.

Despite this opening, WBD leadership remains firm in its current stance. The Board continues to recommend that shareholders reject PSKY’s current tender offer, noting that many unfavorable terms from previous rejected bids remain in the latest written proposal.

Discrepancies in the PSKY Offer

The move to negotiate comes after a senior representative for PSKY orally informed a WBD Board member that they would be willing to pay $31 per share—a price not yet reflected in PSKY’s formal merger agreement. WBD officials noted that the oral communication suggested $31 was not even PSKY’s “best and final” price.

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WBD has sent a letter to PSKY outlining several “key issues” that must be addressed for a deal to be viable, including:

Financing Certainty: WBD is demanding “absolute clarity” regarding funding obligations, citing concerns over PSKY’s debt-heavy proposal compared to Netflix’s investment-grade credit rating.
Operating Covenants: WBD insists on the ability to operate its business in the ordinary course without PSKY’s consent during the interim period.
Regulatory and Closing Risks: WBD is seeking protections against closing delays, particularly regarding equity syndication.

Leadership remains committed to Netflix

WBD CEO David Zaslav emphasized that the company’s focus remains on “maximizing value and certainty”. Board Chair Samuel A. Di Piazza, Jr. reiterated that the Netflix merger provides a “clear path to achieve regulatory approval” and protects shareholders against downside risk.

The Netflix deal is a cornerstone of WBD’s broader strategy to separate its Streaming & Studios businesses from its Global Linear Networks. WBD leadership maintains that the Netflix transaction offers superior value and essentially no financing risk.

Next Steps for Shareholders

Shareholders of record as of February 4, 2026, will be eligible to vote at the March 20 special meeting. While WBD is exploring the PSKY offer during this seven-day waiver, the Board cautioned that there is no assurance these discussions will lead to a definitive transaction or a proposal superior to the Netflix merger.

For now, the definitive proxy statement has been mailed, and the march toward a potential Netflix-Warner Bros. Discovery powerhouse continues.