<SEC-DOCUMENT>0001193125-26-064202.txt : 20260223
<SEC-HEADER>0001193125-26-064202.hdr.sgml : 20260223
<ACCEPTANCE-DATETIME>20260223164844
ACCESSION NUMBER:		0001193125-26-064202
CONFORMED SUBMISSION TYPE:	DFAN14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20260223
DATE AS OF CHANGE:		20260223

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Warner Bros. Discovery, Inc.
		CENTRAL INDEX KEY:			0001437107
		STANDARD INDUSTRIAL CLASSIFICATION:	CABLE & OTHER PAY TELEVISION SERVICES [4841]
		ORGANIZATION NAME:           	06 Technology
		EIN:				352333914
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DFAN14A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-34177
		FILM NUMBER:		26666008

	BUSINESS ADDRESS:	
		STREET 1:		230 PARK AVENUE SOUTH
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10003
		BUSINESS PHONE:		212-548-5555

	MAIL ADDRESS:	
		STREET 1:		230 PARK AVENUE SOUTH
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10003

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Discovery, Inc.
		DATE OF NAME CHANGE:	20180306

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	Discovery Communications, Inc.
		DATE OF NAME CHANGE:	20080606

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NETFLIX INC
		CENTRAL INDEX KEY:			0001065280
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-VIDEO TAPE RENTAL [7841]
		ORGANIZATION NAME:           	07 Trade & Services
		EIN:				770467272
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		DFAN14A

	BUSINESS ADDRESS:	
		STREET 1:		121 ALBRIGHT WAY
		CITY:			LOS GATOS
		STATE:			CA
		ZIP:			95032
		BUSINESS PHONE:		408-540-3700

	MAIL ADDRESS:	
		STREET 1:		121 ALBRIGHT WAY
		CITY:			LOS GATOS
		STATE:			CA
		ZIP:			95032-7606

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	NETFLIX COM INC
		DATE OF NAME CHANGE:	20000229
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<Center><DIV STYLE="width:8.5in" align="left">
<DIV STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;
</DIV><DIV STYLE="line-height:3.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>UNITED STATES </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES AND EXCHANGE COMMISSION </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, DC 20549 </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center><DIV STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</DIV></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>SCHEDULE 14A </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>PROXY
STATEMENT PURSUANT TO SECTION 14(a) OF THE </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>SECURITIES EXCHANGE ACT OF 1934 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Amendment No. &#8195;) </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><center><DIV STYLE="line-height:6.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1.00pt solid #000000;width:21%">&nbsp;</DIV></center>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Filed by the Registrant&#8194;&#9744; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Filed by a party other
than the Registrant&#8194;&#9746;</P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Check the appropriate box: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
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<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Preliminary Proxy Statement </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left"><B></B>&#9744;<B></B><B></B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Confidential, for Use of the Commission Only (as permitted by
<FONT STYLE="white-space:nowrap">Rule&nbsp;14a-6(e)(2))</FONT> </B></P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Definitive Proxy Statement </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Definitive Additional Materials </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9746;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Soliciting Material under <FONT STYLE="white-space:nowrap">&#167;240.14a-12</FONT> </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>Warner Bros. Discovery, Inc. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Name of Registrant as Specified In Its Charter) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>Netflix, Inc. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Name of
Person(s) Filing Proxy Statement, if other than the Registrant) </B></P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Payment of Filing Fee (Check all boxes that apply): </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9746;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">No fee required </P></TD></TR></TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
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<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Fee paid previously with preliminary materials </P></TD></TR></TABLE>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
<FONT STYLE="white-space:nowrap">14a-6(i)(1)</FONT> and <FONT STYLE="white-space:nowrap">0-11</FONT> </P></TD></TR></TABLE>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&nbsp;
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Filed by Netflix, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Pursuant to Rule <FONT STYLE="white-space:nowrap">14a-12</FONT> under the </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Securities and Exchange Act of 1934, as amended </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Subject Company: Warner Bros. Discovery, Inc. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Commission File No.: <FONT STYLE="white-space:nowrap">001-34177</FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">Date: February&nbsp;23, 2026 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>On
February&nbsp;23, 2026, Ted Sarandos, <FONT STYLE="white-space:nowrap">Co-Chief</FONT> Executive Officer of Netflix, Inc. appeared on &#8220;BBC Radio 4 Today&#8221; with Amol Rajan. A transcript of the interview can be found below. </B></P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</DIV>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan: </B>It&#8217;s September 2000, shortly after the dot com bubble had gone pop, a <FONT STYLE="white-space:nowrap">three-year-old</FONT> company
called Netflix was suffering losses and sought a buyer. The year before, some guy called Jeff Bezos had tried to buy Netflix to branch out from his online bookstore &#8212; but they said no. Now struggling, they went to a firm called Blockbuster,
remember them, seeking a purchase of $50&nbsp;million. The Blockbuster CEO thought it was a joke. He struggled to contain his laughter and said the <FONT STYLE="white-space:nowrap">&#8220;dot-com</FONT> hysteria&#8221; is completely overblown.
Today, Blockbuster is widely regarded as a test case in corporate failure to look around corners. Meanwhile, Netflix has reinvented the television and movie business. Across 190 countries, the company has around 325&nbsp;million subscribers and a
market cap of over $330&nbsp;billion this morning. Almost 20&nbsp;million of those subscribers are in the UK, and today Netflix is announcing a donation to the National Film and Television School here. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Meanwhile, it is currently embroiled in negotiations over one of the biggest deals in media history. On December 5th, Netflix tabled an $83&nbsp;billion bid
for the streaming services of Warner Bros. Discovery. Three days later, Paramount launched a hostile rival bid for the whole company at $108&nbsp;billion. Paramount is led by David Ellison, son of Larry Ellison, founder of Oracle and the second
richest man alive. The Paramount bid comes from a consortium which previously included Jared Kushner, President Trump&#8217;s <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">son-in-law,</FONT></FONT> but still includes several
sovereign wealth funds from the Gulf. The board of Warner Bros Discovery has repeated their preference for the Netflix deal, but given Paramount until later today to table a best and final offer. Yesterday, President Trump stepped right back into
the deal. Laura Loomer, a MAGA influencer, called on the President to kill the Netflix&#8211;Warner deal and Trump reshared that post, saying &#8220;Netflix should fire racist, Trump-deranged Susan Rice immediately or pay the consequences.&#8221;
Rice is on Netflix&#8217;s Board, is a former Obama administration diplomat. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">It was in that self same year of 2000, when the aborted sale to Blockbuster
happened, that Netflix&#8217;s <FONT STYLE="white-space:nowrap">then-CEO</FONT> Reed Hastings made his most important hire. <FONT STYLE="white-space:nowrap">Twenty-six</FONT> years later, that hire has just been voted the most powerful figure in
global entertainment by <I>Variety</I> magazine. He is Ted Sarandos, and he joins us live here in the <I>Today</I> studio in London. Ted, good morning. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos:</B> Good morning. How are you doing? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol
Rajan:</B> Very good to see you. Let&#8217;s start by talking about the UK. You were here for the BAFTAs last night, and you&#8217;re on your way to the National Film and Television School. In that list of 190 countries, America is number one.
Where&#8217;s Britain? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos:</B> Right up there. We don&#8217;t like to rank them, because it&#8217;s important, I think, we treat each place
we are at as home. So, we have a great office here in London filled with creative people. It&#8217;s hard to wrap our head around but when we do projects in the UK, they&#8217;re very British and the intent of our programming in the UK is to be very
British. It&#8217;s fantastic when a British show connects globally, like <I>Adolescence</I> or <I>Baby</I> <I>Reindeer</I> and it becomes a global phenomenon, but the goal here was for it to be very British. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan:</B> What&#8217;s the thinking behind your donation to the National Film and Television School? Where you are heading after this. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos:</B> We were early supporters. It&#8217;s an amazing program. As the UK became very active in film incentive, basically putting AV at the
center of the economy, which is exciting. It became very evident there wasn&#8217;t enough people in the industry who had the skills to support the level of production that wanted to come. So, the early on was let&#8217;s plant seeds, and get more
skilled crews in the UK and get people some opportunity that may not have had it in the past. By the way, it&#8217;s been a model for other programs around the world since it&#8217;s opened. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan:</B> It&#8217;s interesting you say you want your shows here to be British, because there are
people here in the TV industry, more so perhaps than the 20&nbsp;million or so subscribes you got that feel a bit threatened by you. So just a few weeks ago, the BBC former Director General who you know well Tony Hall, wrote a piece in <I>The
Guardian </I>with the headline: &#8220;The BBC tells the story of Britain in a way Netflix cannot.&#8221; It&#8217;s worth saying, he was very much pains to say how much he loves your shows, it was a very nice, a very flattering article but he did
write the truth is, this is Tony Hall&#8217;s words, &#8220;But the truth is that what the streamers like Netflix, Amazon or Apple are making is content that will work on an international scale. And the total number of hours they make about the UK
is not in the tens of thousands that the public service broadcasters produce.&#8221; Why do you think there are so many people in the TV industry here &#8211; while feeling admiration for you &#8211; feel somewhat threatened by you? </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos:</B> You know success I think brings some of that. I think it&#8217;s an interesting observation. But like I said, our teams here are 100%
British, the writers, and directors and creators of these programming are all British. This isn&#8217;t like an American coming in and you know something with a British accent, and so I&#8217;m always taken aback by that claim a little bit. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Right now, we have 59 productions happening here in the UK. Only about 17 or so are import, not British projects filming here. So, our level of commitment
both to the creative community in the UK is unchallenged. And I don&#8217;t think we&#8217;re trying to reshape what it is to be British, these are actually just stories that might I think may have fallen through the cracks, some that have been able
to find a very big audience which gives us the, I guess the courage to take some big swings and do things that are slightly unconventional. I think <I>Adolescence</I> was a good example of that, but I think <I>Baby Reindeer</I> is probably even more
so in terms of so a very British story, not right up the middle by any stretch. And I think you know Jack Thorne, for what he did with <I>Adolescence</I>, which is like that too, which is an incredibly British story. A very old way to tell a story
and I think people connected to it in a way, not because it was or wasn&#8217;t British, but in the UK I think people definitely because it was British. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan:</B> I was gonna say they had a very British cast and crew, as well. There&#8217;s a flip side to this &#8211; maybe one aspect of your success,
what&#8217;s happening int the industry more broadly, has led to this huge inflation, and you&#8217;re a very rich company, you&#8217;re rich because there&#8217;s a lot of people because of what you do. There are arguments that some people make
here which is that crowd of UK shows and UK television, so some Committee MPs said last year that major streamers commit to pay 5% of UK subscriber revenue into a cultural fund to help fire this drama with British audiences is in mind. Is that
unreasonable? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos:</B> I think that this business is very economically sound, I think incentive works much better than obligation. And I
think that the UK has benefited greatly from the incentive to produce here versus the and having a lot of obligations can make it more difficult to produce somewhere, can override the economic benefits of the incentive. So, in general, what
I&#8217;d say is there&#8217;s some equilibrium in entertainment. Many things get made, at many various budgets, at different levels of intimacy, with the crowd. And I think that you find so many buyers, you know, BBC, and ITV, broadcast is still
about a third of all viewing in the UK. So, it&#8217;s not like it&#8217;s been crowded out. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan:</B> They used to be a lot more crowded, there
used to be a lot more though, maybe they feel the loss there more acutely. What they would say is, would Netflix, and you hear this very often, you&#8217;ve heard it many times from influential people like Peter Kazminsky, you say, would Netflix
make a &#8220;War Four?&#8221; Would Netflix make a &#8220;Mr.&nbsp;Bates vs the Post Office?&#8221; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos:</B> I would have made it in a
heartbeat. I&#8217;m shocked that people, especially that example, Mr.&nbsp;Bates was phenomenal, I wish we would&#8217;ve made it. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan:
</B>Okay. Let&#8217;s talk about this Paramount deal. It&#8217;s worth saying that lots of people around the world like your company very much so much so they pay you every month. If your bid for Warner Bros. is successful, those people will get
more shows. Just so that your argument is why or the argument that you made to Warner Bros. and to President Trump, why should they do a deal you rather than Paramount? </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos:</B> Well, look, I think it&#8217;s a long list of reasons, but at the end of the day,
it&#8217;s a business transaction, so you have to come up with the best deal. And that&#8217;s a process we&#8217;re still in. We ultimately had the best offer. They accepted, they recommended to their Board that they approve the deal. Recently, we
opened up a <FONT STYLE="white-space:nowrap">seven-day</FONT> window for them to revisit the ongoing Paramount deal, mostly because Paramount was continuing to try to disrupt this deal, but in ways that were not clear, so just mostly confusing to
the to the Warner Brothers shareholders. So I said, take seven days, figure out what your deal is, make sure that what&#8217;s committed and what isn&#8217;t committed, and then we&#8217;ll assess it from there. But I would say the reason why you
would do a Netflix deal versus this Paramount deal, our deal is growth. We&#8217;ve been growing and growing and growing this business since we started. We&#8217;ve been growing like in the UK, we&#8217;ve spent $6&nbsp;billion original programming
in the UK since 2020, we have created 50,000 jobs in this economy. So, in the other model, in the Paramount model, it&#8217;s the classic horizontal media mergers that are always bad for consumers, always bad for creators, because basically
they&#8217;re just taking just taking is two studios and collapsing them to one. There&#8217;s five major studios left in Hollywood. If the Paramount deal were to go through, it would be four. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan:</B> It&#8217;s ironic you say that because when you read all of the reporting of this deal, there&#8217;s often this narrative that Paramount
represents a kind of nostalgic romantic ideal of old Hollywood, and here comes Netflix, the disrupter, who&#8217;s the enemy of the cinema world. And it&#8217;s interesting, this isn&#8217;t necessarily just Paramount paranoia, because people like
James Cameron, who&#8217;s an icon of cinema, you must know him very well, was moved to write to the chair of the Senate Antitrust Subcommittee to say, and I quote you, Mr.&nbsp;James Cameron, I believe strongly that the proposed sale of Netflix, to
Netflix will be disastrous for the theatrical motion picture business I&#8217;ve dedicated to my life&#8217;s work to. And that&#8217;s got to hurt. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos:</B> You know what it doesn&#8217;t hurt, it was quite confusing. I had personally met with James on December 20th. And we talked through our
commitment to <FONT STYLE="white-space:nowrap">45-day</FONT> theatrical exclusivity for the Warner Bros. slate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan:</B> It&#8217;s about
protecting cinema. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos: </B>Yeah, of course, of course, it&#8217;s what he does, it&#8217;s all he does. And if you look at it and say, and I
told him, we spent five minutes of our conversation on that, and we talked mostly about these glasses that he&#8217;s developing for Meta to have movies at home. So, to have him come out with such an impassioned statement seemed disingenuous. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan:</B> So, when he says the business model of Netflix is directly at olds with the theatrical film production and exhibition business&#8212; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos: </B>Completely untrue. The best thing for our business is that people love movies and television, and the best way you love movies is just to
watch them at home, in the theaters, wherever you, wherever you want to watch them. Think about yourself as a consumer. If you go out for the night, you buy a movie ticket. You see a movie, it blows your mind. When you come home, what&#8217;s the
next thing you want to do? Watch another movie. So, for me, it&#8217;s very important, and we don&#8217;t lose any business to the movie theaters. In fact, like I said, the more people see movies, the better, deeper, richer relationship they have
with movies. And that&#8217;s a good thing. And I think by the way, it feeds both ways that Netflix, an average Netflix member watches seven movies a month. An average person, this is US, but average person in the US goes to the cinema twice a year.
So we this is, this is the lifeblood of that of this economy. And I think people know they are they are very romantically attached to the idea of going to like a movie palace and the curtain is opening and watching a movie with 2000 people. But
that&#8217;s not exactly how people are experiencing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan:</B> I guess you know, it&#8217;s not a zero sum game, you can have both in the same
place. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos: </B>One and one is five, is what I believe. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan:</B> When you pay Donald Trump a visit to speak to him directly about this deal. What was the argument you made to him? </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos: </B>Growth. Growth in the economy. This is a vertical merger. We&#8217;re buying assets that we don&#8217;t currently have, so we&#8217;re
buying a movie studio and a distribution entity that we don&#8217;t currently have. We&#8217;ll be adding to the market, where Paramount has committed that they&#8217;re gonna take cuts, $6&nbsp;billion out of the business. right away and then <FONT
STYLE="white-space:nowrap">de-lever</FONT> that business after this deal closes. They would need to spend &#8211; cut &#8211; an additional $16 billion. So you look at that and think, wow, this industry would be much smaller under that ownership
than it would be under Netflix ownership. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan: </B>You&#8217;ve got to deal with the world as it is, not as you&#8217;d like it be, so
you&#8217;ve got to be very diplomatic. But what was your response, what is your response to what President Trump said yesterday, according to the sacking of Susan Rice who&#8217;s on your Board? </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos: </B>Yeah, this is a business deal, it&#8217;s not a political deal. This deal is run by the Department of Justice in the U.S. and regulators
have cleared up throughout, through Europe and around the world. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan: </B>Is it quiet fair for the President to be weighing in on this kind of
stuff. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos: </B>Yeah, he likes to do a lot of things on social media. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan: </B>You have the First Amendment. We&#8217;ve got highly regulated broadcast media here. We&#8217;ve also got very impressive newspapers, and
you&#8217;ll know that recently in this country, there was a big ruckus over the idea of Abu Dhabi&#8217;s royal family owning a part of <I>The Daily Telegraph</I> through this group called RedBird capital. And RedBird Capital are also involved in
the Paramount deal on the other side of this negotiation, and if Paramount was successful, it would give them partial control over CNN and CBS, two news networks. Do you think it&#8217;s wrong in principle, for foreign governments to have any sort
of financial ownership with news networks? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos:</B> I think it&#8217;s a bad idea. Typically, they have several sovereign wealth funds,
again, in the Paramount deal, again a part of the world that is not very big on the First Amendment. So, and the Board can even come up with this idea that they&#8217;re not going to have any editorial control, or it seems very odd to me, with the
level of investment that we&#8217;re talking about, that they&#8217;d have no influence or editorial control over media in another country. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol
Rajan</B>: And to be clear if Paramount came later today and said we have gotten an improved offer. Are you prepared to increase your offer? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted
Sarandos:</B> I don&#8217;t want to do hypotheticals. So, this is part of the process. We very much like the deal where we&#8217;re at right now. We&#8217;re very disciplined buyers, and we always have been. So, I think this is a spectacular
opportunity at a price, and we had to figure out what that price &#8211; this is all process of price discovery. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan</B>: We&#8217;re very
committed to fairness, so if David Ellison would like to come on this program and make the case of Paramount, we would be delighted to hear from you. Let&#8217;s talk about &#8211; did you see him when he was here? </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos: </B>No. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan: </B>The invitation has
just been &#8211; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos: </B>I wouldn&#8217;t have missed this. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan</B>: It would&#8217;ve been a great show. Let&#8217;s talk about the wider industry. Is YouTube now your main rival, more so than any other
streaming service? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos: </B>Well, look, we identified YouTube as a competitor 10 years ago. If you go back and look at all of our earnings
calls and our public announcements, we&#8217;ve always identified YouTube as a potential competitor. In the last several years, they&#8217;ve become much more meaningful. Here in the UK, as you know, they&#8217;re growing faster than everybody else.
About 55% of all YouTube watching is now on the television. It&#8217;s not on your phone, it&#8217;s not on your laptop, so it is clearly a television competitor. And remember, that&#8217;s a <FONT STYLE="white-space:nowrap">zero-sum</FONT> game.
The time that you spend on a connected TV, if you&#8217;re watching one app, you&#8217;re not watching broadcast, you&#8217;re not watching BBC, you&#8217;re not watching ITV, and you&#8217;re not watching any other streaming service, including
Netflix. So, when you look at that, you say, of course, this is a landscape, and they are today, about close to 9% of television time in the UK. And what surprises me all the time is the studios and the networks around the world, including the BBC,
actually, just continue to feed them free programming. And of course, they&#8217;re growing so fast. And then people make an argument, whether </P>
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or not it&#8217;s television, it is literally television. So, in other words, I actually think there&#8217;s a great opportunity. What this says is, it&#8217;s a recognition that consumers change
their habits. How people watch, how young people watch, particularly because it&#8217;ll influence the next several decades of television. But I think that there is probably a better distribution relationship than just turning over your content and
making pennies on the dollar. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan</B>: Let&#8217;s talk about podcasts, when I interviewed you in 2019, I asked why you weren&#8217;t going to
go to live sports, and you said, I love live sports. My question is just always what&#8217;s the best way to spend the next 10&nbsp;billion. You&#8217;ve since then moved into live sports, and you&#8217;ve also moved into podcasts. So you&#8217;ve
got football, the World Cup. How do you see podcasts in Netflix&#8217;s future? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos: </B>So, I actually think podcasts are just an extension
of chat shows. It&#8217;s like it&#8217;s the new generation of chat shows, where you don&#8217;t have to make one show that appeals to everybody the way, you know, I grew up with Johnny Carson, you know, 40, 45&nbsp;million people used to watch the
show every night. But now, with podcasting, you do have a much more passionate, but often smaller, more specialized audience, and you can support hundreds or thousands of them. I think there&#8217;s a million podcasts now, literally around the
world. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan</B>: Some better than others. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted
Sarandos: </B>Exactly. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan</B>: When they come with, they come with a cash flow which can be refreshed every single week, and they&#8217;re
pretty low to produce at low cost. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos: </B>Yeah, which lowers the expectation of the need for, you know, for the big guy who&#8217;s bigger
and broader all the time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan</B>: So do you think podcast will be an increasingly big part of your future? Because the executive producer
behind the Night Manager, who we spoke to recently, said that future television is very expensive, and very cheap, it&#8217;s going to kind of bifurcate in that way. Is that your sense? </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos:</B> It&#8217;s something like that, but I think what it is is just when people have a lot of choices, you can support a broad variety of
genres and formats and ambitions, actually. And I think in the world where YouTube is growing in engagement, they&#8217;re not really investing much, you know, in people. So, the creators have to make, take their own make their own choices, and have
to make, put up their own money. And if it connects, there might be some, you know, some money back in the form of revenue, share of the advertising. But it ends, at the end of the day, ends up being pennies on the dollar to the industry, so I think
it totally could be a much more diverse industry. But I also think that people flee to quality and look for kind of ambitious storytelling. But I think that more things can exist on television because of these new kind of <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">direct-to-consumer</FONT></FONT> models. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Amol Rajan</B>: That&#8217;s it for the BBC, Ted
Sarandos of Netflix, thank you very much for coming in today. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos: </B>Thank you. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:2pt;border-bottom:1px solid #000000">&nbsp;</DIV>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Important Information and Where to Find It </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In connection
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RELATED MATTERS. Investors and security holders may obtain free copies of the Proxy Statement as well as other filings containing information about Netflix and WBD, without charge, at the
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<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">This document contains &#8220;forward-looking statements&#8221; within the meaning of the federal securities laws, including Section&nbsp;27A of the U.S.
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a decline in the market price for Discovery Global common stock following the separation. Discussions of additional risks and uncertainties are contained in Netflix&#8217;s and WBD&#8217;s filings with the SEC, including their Annual Reports on Form
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