Paramount announces $80.9B WBD acquisition; net income -28% as below-the-line costs rise

Filed August 4, 2026 · Period ending June 30, 2026 · Compared to 10-Q Aug 1, 2025 · ~2 min read

Key Changes

• high

  Net income fell 28% to $41M despite operating income rising 19% to $475M, driven by higher interest expense and tax provision—not operational weakness. The divergence reflects below-the-line costs from debt fair value adjustments and increased borrowings.

  MD&A: Q2 2026 consolidated results verify on EDGAR →
• high

  Definitive agreement to acquire Warner Bros. Discovery for $31.00/share ($80.9B equity value) announced Feb 2026; closing delayed to earlier of 5 days post-ruling or Jun 1, 2027 due to 12-state antitrust lawsuit. Trial scheduled Mar 2-19, 2027.

  Notes: WBD Merger Agreement verify on EDGAR →
• high

  If merger blocked on antitrust grounds, Paramount owes WBD $7.0B termination fee (plus $2.8B Netflix fee already paid), totaling $9.8B funded by Ellison Parties via Class B stock at $16.02/share—significant dilution even if deal fails.

  Risk Factors: Regulatory Termination Fee verify on EDGAR →