Paramount Increases Offer for Warner Bros. Discovery with Added Shareholder Benefits

Feb 10, 2026

Paramount has revised its $30 per share, all-cash offer for Warner Bros. Discovery (WBD) by adding new incentives for WBD shareholders. The new terms include a $0.25 per share 'ticking fee,' which will be paid for each quarter the deal remains incomplete after December 31, 2026.

Paramount says this adjustment shows its confidence in obtaining regulatory approval quickly. The company also pledged to cover a $2.8 billion termination fee that WBD would owe to Netflix if their existing merger deal is canceled.

Compared to Netflix's offer, which could range from $21.23 to $27.75 per WBD share depending on certain debt conditions, Paramount claims their offer provides more value and regulatory certainty. Paramount also shared updates that it has advanced in regulatory processes, including submitting required documentation to authorities and receiving key clearances for its offer.

What is a 'ticking fee' and why is Paramount offering it?

A ticking fee is an extra payment to shareholders if a deal takes longer than expected to close. Paramount is offering $0.25 per share each quarter after December 31, 2026, to reassure shareholders about timely completion.

How does Paramount's offer compare to Netflix's offer for WBD?

Paramount is offering $30 per share in cash, while Netflix's offer ranges from $21.23 to $27.75 per share depending on certain debt conditions.

Will the deal face regulatory challenges?

Paramount says it is confident about getting regulatory approval and has already made progress by submitting documents and securing some clearances.

Sources
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