01—Abstract
Summary
Summary of the 8-K filed October 6, 2026. Cited figures are marked; the original filing is the authoritative source.
Warner Bros.
Discovery, Inc. (WBD) has filed an 8-K report detailing the completion of its merger with SKYD. As of October 6, 2026, WBD common stock has been delisted from the Nasdaq, and all outstanding shares were converted into the right to receive a cash payment of approximately $31.02a per share, including accrued "Ticking Consideration." This transaction represents a significant change in control, with WBD now operating as a wholly owned subsidiary of SKYD. In conjunction with the merger's closing, WBD has terminated existing credit facilities and entered into new guarantees and credit agreements under SKYD.
The report also outlines the treatment of WBD's equity awards, including stock options, RSUs, PRSUs, and DSUs, which have either been cashed out or assumed by SKYD. Furthermore, the report discloses the departure of WBD's former directors and officers, including David M.
Zaslav, and the appointment of new directors and officers from SKYD. Significant transaction bonuses for key WBD employees, totaling up to $38.7 millionb, have been approved and will be paid out.
02—Key points
Key Highlights
- Completion of Merger: WBD has officially merged with SKYD, with WBD becoming a wholly owned subsidiary of SKYD.
- Shareholder Cash-Out: All outstanding WBD common stock was converted into the right to receive $31.01666668 in cash per share, plus Ticking Consideration.
- Delisting from Nasdaq: WBD common stock (trading symbol WBD) has been delisted from the Nasdaq Global Select Market.
- Debt and Credit Agreements: WBD's existing credit facilities were terminated, and new guarantees and credit arrangements under SKYD have been established.
- Equity Award Conversion: WBD stock options, RSUs, PRSUs, and DSUs were either cashed out or assumed by SKYD, with terms varying based on vesting status and type of award.
- Leadership and Board Changes: All former WBD directors and key officers have ceased their roles, replaced by SKYD appointees. Several key WBD officers are departing.
- Transaction Bonuses: A cash-based transaction bonus program, not to exceed $38.7 million, was authorized for key employees, with specific bonuses approved for certain named executive officers.
03—Questions
Frequently Asked Questions
What is the price per share for WBD common stock as a result of the merger?
Each share of WBD common stock was converted into the right to receive $31.01666668 in cash, plus additional 'Ticking Consideration' calculated based on the number of calendar days elapsed after September 30, 2026, up to and including the Closing Date (October 6, 2026).
What happens to my WBD stock options or restricted stock units (RSUs) after the merger?
Vested WBD stock options and RSUs were cashed out. Unvested options and RSUs were generally assumed by SKYD and converted into a contingent right to receive cash based on the merger consideration and exercise price (for options) or Merger Consideration (for RSUs), subject to original vesting terms. Options with an exercise price at or above the merger consideration were canceled without payment.
Will WBD stock continue to trade on the Nasdaq?
No, WBD has notified the Nasdaq Global Select Market of the merger's consummation and requested the withdrawal of WBD common stock from listing. Trading has halted, and the stock is no longer listed on Nasdaq.
Who is now in charge of Warner Bros. Discovery?
As a result of the merger, WBD has become a wholly owned subsidiary of SKYD. The former directors and officers of WBD have ceased their roles and have been replaced by directors and officers of SKYD.
04—Continue