Discovery, Inc. 8-K
Listing noticeDeal completedDebt financingLeadership changeExecutive payGovernance change
Paramount Skydance merger closes, converting WBD shares to cash and ending its Nasdaq listing.
Filed 2026-10-06 10:03 ET
Alerts
Filing event
Listing notice
This filing includes Item 3.01. A listing notice may be a deficiency notice, a voluntary transfer to another exchange or regained compliance, and is not necessarily a delisting; see the filing for context.
An alert from the filing's SEC item codes, not from reading its text. Filing on SEC.gov
- 1.01 Entry into a Material Agreement
- 1.02 Termination of a Material Agreement
- 2.01 Completion of Acquisition or Disposition
- 2.03 Creation of a Financial Obligation
- 3.01 Delisting or Failure to Meet Listing Standards
- 3.03 Modification to Security Holder Rights
- 5.01 Change in Control
- 5.02 Officer/director change
- 5.03 Bylaw Amendment or Fiscal Year Change
- 8.01 Other Events
- 9.01 Financial Statements and Exhibits
Summary
WBD completed its merger with Paramount Skydance on 10/06/2026, becoming a wholly owned subsidiary of SKYD. WBD stockholders’ shares converted to cash, and WBD common stock is no longer listed on Nasdaq. WBD also plans to delist its subsidiary’s Euro notes and, after the Form 25s take effect, file Form 15 to terminate registration and suspend reporting obligations.
Key Figures
- Merger consideration: $31.02 per WBD share in cash, including ticking consideration; aggregate ticking consideration was $41.9M. SKYD’s total consideration was ≈$78B, funded with equity and debt.
- WBD repaid all loans and terminated all credit commitments under two existing credit agreements. Certain WBD subsidiaries joined SKYD subsidiaries as guarantors of notes issued under a 10/05/2026 indenture and of SKYD’s credit agreement, amended 10/06/2026.
- Vested WBD options and stock units converted to cash; eligible unvested options and stock units were assumed by SKYD as contingent cash rights. Options with exercise prices at or above the merger consideration were canceled without payment.
- WBD’s incumbent directors and officers left at the merger’s effective time; Merger Sub’s directors and officers became WBD’s directors and officers. David Zaslav’s employment separation was effective 10/06/2026; Gunnar Wiedenfels, Bruce Campbell and Priya Aiyar are to separate on 10/16/2026, eligible for previously disclosed termination-without-cause benefits.
- Transaction bonuses for named executive officers: Wiedenfels $2.14M, Campbell $2.95M and Jean-Briac Perrette $2.85M. The program was capped at $38.7M; the awards vested at the effective time and are payable within 60 days after closing.
- WBD ratified 396,804 restricted stock units granted after the 2005 director incentive plan expired, and 120,000 shares issued upon settlement of some awards, treating the shares as validly issued.
Investor Takeaways
- Watch for the Form 25s to become effective and WBD’s subsequent Form 15 filing, which would end registration and suspend reporting obligations for WBD common stock and the Euro notes.
- Claims challenging the ratification of the post-expiration awards or share issuances must be brought within 120 days of the 10/06/2026 notice.
The summary is written by an AI model reading the filing.
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