Netflix revises Warner Bros. Discovery offer into all-cash deal amid acquisition contest — What shareholders will get

Netflix-Warner Bros. Deal: Global entertainment giant Netflix, on Tuesday, 20 January 2026, disclosed that the firm has decided to revise the structure of the potential media giant acquisition into an all-cash deal in an effort to simplify the transaction structure, according to a filing with the US Securities and Exchange Commission (SEC).

In the SEC filing data, the company disclosed that the revised all-cash transaction continues to be valued at $27.75 per share of Warner Bros. Discovery shares, unchanged from the prior transaction structure.

The only change is that previously, the Netflix deal was in a combination of cash as well as common stock of the company offered to WBD shareholders.

“Netflix and WBD have agreed to revise the structure of their previously announced transaction to provide that the $27.75 per share merger consideration to be paid to WBD stockholders in the Merger (as defined below) will be paid entirely in cash, instead of a combination of cash and shares of Netflix common stock, subject to the terms and conditions of the Amended and Restated Merger Agreement,” the company said in its SEC filing.

Why make it an all-cash deal?

Netflix, in an official statement, said that the decision to revise the offer into an all-cash transaction aims to simplify the structure, while providing greater certainty of value for WBD stockholders and to also expedite the path to a WBD stockholder vote on the offer.

Netflix also disclosed that it will finance the all-cash offer for Warner Bros. Discovery through a combination of cash on hand, available credit facilities and committed financing route.

“By coming together with Netflix, we will combine the stories Warner Bros. has told that have captured the world’s attention for more than a century and ensure audiences continue to enjoy them for generations to come,” said David Zaslav, President and CEO of Warner Bros. Discovery, in an official statement.

Netflix said that the revised deal provides enhanced certainty around the value for the WBD stockholders, cutting out the market-based variability factor in the acquisition deal.

When will shareholders vote on the deal?

According to the official statement released on 20 January 2026, Warner Bros. Discovery shareholders will vote on the proposed transaction by April 2026 on whether or not to accept the acquisition deal.

On Tuesday, Warner Bros. filed its preliminary proxy statement with the SEC for the approval of the transaction offer.

“The revised transaction structure is expected to enable WBD stockholders to vote on the proposed transaction by April 2026. To support this accelerated timeline, WBD has today filed its preliminary proxy statement with the SEC,” the company said.

What is Netflix's plan after the WBD buyout?

After the proposed acquisition, Netflix plans to deliver broader choice and greater value to audiences worldwide, enhancing access to world-class television and film both at home and in theatres.

The company also plans to significantly expand its US production capacity and investment in original programming, driving job creation and delivering long-term industry growth.

“Our revised all-cash agreement will enable an expedited timeline to a stockholder vote and provide greater financial certainty at $27.75 per share in cash, plus the value from the planned separation of Discovery Global,” said Ted Sarandos, co-CEO of Netflix.

Netflix stock was trading more than 1.5% higher at $89.30 during the pre-market session on Wall Street. The company's stock closed 0.06% lower at $88 after Friday's US stock session, according to MarketWatch data.

Warner Bros. Discovery shares were trading 0.29% lower at $28.50 on Tuesday's pre-market session. The company's stock closed 0.32% higher at $28.58 after last's week's final trading session.