Paramount Raises Offer for Warner in Bid to Outdo Netflix

The company says it will pay a 'ticking fee' to Warner shareholders and fund a $2.8 billion breakup fee to Netflix.

Published on Feb. 10, 2026

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Paramount is again increasing its hostile takeover bid for Warner Bros. Discovery, offering to pay an additional 'ticking fee' to Warner shareholders and to fund Warner's proposed $2.8 billion breakup fee to Netflix. The value of Paramount's overall offer remains unchanged at $30 per share in cash, but the company is hoping the added benefits will sway more Warner shareholders to support its bid over the competing $72 billion deal between Warner and Netflix.

Why it matters

The high-stakes battle for control of Warner highlights the intense competition in the streaming media industry, as major players like Paramount, Netflix, and Warner jockey for dominance. The outcome could have major implications for the future of the entertainment landscape, including potential antitrust concerns and impacts on jobs and content diversity.

The details

Paramount's latest offer includes a 'ticking fee' of 25 cents per share, or $650 million total, that would be paid to Warner shareholders for every quarter after December 31 if the deal doesn't close by the end of the year. Paramount is also pledging to cover the $2.8 billion breakup fee that Warner would owe Netflix under their existing merger agreement. Despite these added benefits, Paramount's overall offer price of $30 per share in cash remains unchanged.

  • Paramount's tender offer deadline has been extended to March 2, 2026.
  • As of January 21, 2026, over 168.5 million Warner shares had been tendered to Paramount's bid.
  • As of February 6, 2026, that number had declined to over 42.3 million Warner shares tendered.

The players

Paramount

A media and entertainment company that is making a hostile takeover bid for Warner Bros. Discovery.

Warner Bros. Discovery

The media and entertainment company that owns Warner Bros. studios, CNN, and other assets, and has a $72 billion merger agreement with Netflix.

Netflix

The streaming giant that has a $72 billion deal to acquire Warner's studio and streaming business.

David Ellison

The CEO of Paramount who is leading the company's efforts to acquire Warner.

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What they’re saying

“The additional benefits announced today clearly underscore our strong and unwavering commitment to delivering the full value WBD shareholders deserve for their investment.”

— David Ellison, CEO, Paramount (Fortune)

What’s next

Paramount has promised a proxy fight to challenge Warner's agreement with Netflix, and the U.S. Department of Justice has initiated reviews of both the Warner-Netflix deal and Paramount's hostile bid for Warner.

The takeaway

The battle for control of Warner highlights the intense competition in the streaming media industry, with major players like Paramount, Netflix, and Warner jockeying for dominance. The outcome could have significant implications for the future of the entertainment landscape, including potential antitrust concerns and impacts on jobs and content diversity.