Paramount Skydance has announced a potential deal to fully acquire Warner Bros. Discovery (WBD) has cleared antitrust review by the U.S. Justice Department. This comes despite the fact that Paramount has struggled to secure an agreement to finalize the acquisition. Currently, WBD remains locked into its arrangement with Netflix.
In a recent SEC filing, Paramount revealed that as of February 19, 2026, the statutory waiting period mandated by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired. This expiration indicates there is no legal barrier in the U.S. to completing Paramount’s proposed acquisition of WBD.
However, Netflix responded to this announcement by clarifying that the clearance of the waiting period does not equate to a regulatory approval of Paramount’s attempt to take over WBD. David Hyman, Netflix’s chief legal officer, accused Paramount of misleading its stockholders, emphasizing that routine milestones in the HSR process do not guarantee approval from the DOJ. Hyman highlighted that Paramount still lacks the necessary approvals to finalize the acquisition and has numerous hurdles ahead.
In its SEC filing, Paramount also admitted that it does not yet have an official agreement to purchase WBD. The company stated that completing the acquisition is contingent upon entering a definitive merger agreement with WBD, obtaining shareholder approval, and ensuring regulatory clearance in various jurisdictions.
In a separate development, a group of eight U.S. Democratic senators, led by Senator Corey Booker from New Jersey, expressed concerns regarding potential political interference in the acquisition process. They have sent a letter to Paramount chairman David Ellison requesting clarification on the company’s dealings with the Trump administration concerning WBD. The senators demanded that Paramount preserve all records related to the acquisition, including communications with Trump and members of his administration.
WBD currently has an $83 billion agreement with Netflix to sell its studios and HBO Max to the streaming service, and has arranged a special shareholder meeting on March 20 to vote on this transaction. Despite multiple overtures from Paramount, WBD has consistently rejected offers since Ellison first approached its board in September.
However, a recent development saw WBD, with Netflix’s consent, open a seven-day window for negotiations with Paramount to clarify their “best and final offer” regarding the controversial takeover bid. This negotiation period is set to conclude on February 23, and WBD will hold its Q4 2025 earnings call shortly after, on February 26. If Paramount submits a higher bid for WBD, Netflix will have four days to respond with a counteroffer.
At this juncture, WBD’s commitment to the Netflix agreement remains firm, and it has encouraged shareholders to vote in favor of the Netflix deal during the upcoming meeting.
