WBD Shareholders Get $31.01666668 Per Share In Cash As Skydance Closes Deal And Zaslav Exits
The 8-K says all 13 directors left the board and Warner Bros. Discovery asked Nasdaq to delist its stock.
Skydance, formerly Paramount Skydance, completed its purchase of Warner Bros. Discovery on October 6, in a deal with aggregate consideration of about $78 billion, according to an 8-K. Each WBD share converted into $31.01666668 in cash, and the company is now a wholly owned subsidiary.
What the 8-K says
The merger consideration is paid without interest. It includes a daily "Ticking Consideration" of $0.00277778 per share for each calendar day elapsed after September 30, through the closing date. The aggregate ticking amount on shares outstanding before the merger took effect was $41,886,975.78, about $41.9 million.
The deal was funded by equity and debt financing. WBD repaid and terminated two credit agreements, a First Lien Credit Agreement dated June 4, 2026 and a credit agreement dated October 4, 2024. Its subsidiaries also became guarantors on new notes and on a Skydance credit agreement with Citibank as agent.
The filing also sets out how equity awards were treated. Vested options and vested stock units were cashed out. Unvested options with an exercise price below the deal price, and unvested stock units, were assumed by Skydance and converted into contingent cash rights. Options priced at or above the deal price were canceled with no payment.
Leadership and listing
All 13 directors, including David Zaslav, left the board. Zaslav, Gunnar Wiedenfels, Priya Aiyar, Bruce Campbell, Jean-Briac Perrette and Lori Locke ceased to be officers.
Zaslav separates from employment on October 6. Wiedenfels, Campbell and Aiyar separate on October 16. The filing says they receive separation benefits that apply to a termination without cause.
WBD asked Nasdaq to withdraw the stock from listing and file the forms that remove it. Nasdaq had halted trading at 7:50 p.m. ET on Monday under code T12, with no resumption time posted. Market data at 7:52 p.m. ET Monday showed a price of $30.97, up 0.10%.
Skydance and WBD said in a September 30 announcement that the merger, under an agreement dated February 27, 2026, was expected to close October 6. The filing also records the board's ratification of director equity grants made after the 2005 director plan expired in May 2025.
What to watch
WBD plans to file a Form 15 to end its SEC reporting obligations once the delisting forms take effect. Transaction bonuses to named executives must be paid within 60 days of closing.
The next filing to look for is WBD's Form 15, which ends its public reporting.
