<SEC-DOCUMENT>0001193125-26-061879.txt : 20260223
<SEC-HEADER>0001193125-26-061879.hdr.sgml : 20260223
<ACCEPTANCE-DATETIME>20260220190429
ACCESSION NUMBER:		0001193125-26-061879
CONFORMED SUBMISSION TYPE:	DFAN14A
PUBLIC DOCUMENT COUNT:		1
FILED AS OF DATE:		20260223
DATE AS OF CHANGE:		20260220

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:		26661743

	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:12pt; 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:12pt; 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:12pt; 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 Rule
<FONT STYLE="white-space:nowrap">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:12pt; 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">
<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 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:12pt;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;20, 2026 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>On
February&nbsp;20, 2026, Ted Sarandos, <FONT STYLE="white-space:nowrap">Co-Chief</FONT> Executive Officer of Netflix, Inc. appeared on &#8220;The Claman Countdown&#8221; with Liz Claman. 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>Liz Claman: </B>Joining me now in his first reaction to that letter and the latest developments is<B>
</B><FONT STYLE="white-space:nowrap">Netflix&nbsp;Co-CEO</FONT> Ted Sarandos. Ted thanks for coming on the show. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos: </B>Thanks for having
me on. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Liz Claman: </B>Quite the poison pen letter James Cameron wrote, he did say, I have the letter, he did say &#8220;Mr.&nbsp;Sarandos is a good
person,&#8221; but he outright has endorsed Paramount&#8217;s bid and that Netflix ownership of WBD would be &#8220;a disaster.&#8221; What is your response to James Cameron? </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos: </B>Well look if you think you were surprised by that letter, I was particularly surprised, I met with James personally in late December and
laid out for him our <FONT STYLE="white-space:nowrap">45-day</FONT> commitment to theatrical exhibition of films and to the Warner Bros. slate. I have talked about that commitment in the press countless times, I swore under oath in front of the
Senate Subcommittee on Antitrust that is what we would be doing so I&#8217;m particularly surprised and disappointed that James chose to be part of the Paramount disinformation campaign that&#8217;s been going on for months about this deal. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Liz Claman</B>: Yeah, one thing in his letter, he flat out said you guys were putting in, pledging theatrical release window of just 17 days which he
called ridiculously short. I have heard you say over and over it&#8217;s 45 days. Can you clarify here and now? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos</B>: It&#8217;s 45 days
of theatrical exclusivity. That has been clear from the beginning. I never even uttered the words <FONT STYLE="white-space:nowrap">17-day</FONT> window. So, I don&#8217;t know where it came from or why he would be part of that machine. I responded
to Senator Lee&#8217;s letter this morning, so we will see where he goes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Liz Claman</B>: You know, another of his stated concerns, pretty much the
chief concern, that if&nbsp;Netflix&nbsp;prevails you guys will winnow down the current 15 movies per year WBD releases to theaters, which he said would be a death knell to theater operators and creators. Is that true? </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos</B>: Again, an ironic claim, considering that in the alternative to our deal, we will keep Warner Bros. film and television studio running
largely as it is today. Movies going into the theaters for 45 days, a healthy robust slate of films every year, that is going to continue. This deal is contingent on that for it to work. All of that is priced into the deal, the $4&nbsp;billion in
theatrical revenue that Warner Bros. made last year. We want to keep winning on that threshold and we want to keep investing on it. They just opened their ninth number one movie in a row. They know exactly what they are doing here, and we want to
continue to grow that healthy business. In the alternative, Paramount has vowed to cut $6&nbsp;billion out of that business. Now, if you do the math, they have also vowed to <FONT STYLE="white-space:nowrap">de-lever</FONT> the business from where it
is going to be, 6 to 7 times, down to 2.5 times. And to do that they would have to cut $16&nbsp;billion out of the company in very short order. Now if you look at that and say where do you make $16&nbsp;billion worth of cuts, you only do that in
production or people, cutting jobs. And one thing with Netflix, I&#8217;m very proud of our track record, on production, production in America, creating jobs, our productions created 155,000 jobs in America. $250&nbsp;billion in economic impact in
America from our production, and we are vowing to continue to invest in that like we have been investing in&nbsp;Netflix for the last 25 years. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Liz
Claman</B>: You know, I don&#8217;t know if there is something wrong with how you guys are messaging this out there because we do look at the numbers. You&#8217;ve not only created jobs, but New Jersey is right across the river here. You&#8217;ve
broken ground on a billion-dollar expense to create 12 soundstages and hire what I imagine a lot of people, will actual feature films be shot on those soundstages? That to me you could put that out there, if it&#8217;s true, and that would calm some
of the Hollywood elite. </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>: We have been putting it out there, there&#8217;s a picture of us breaking ground with
Governor Murphy. We&#8217;ve put together a production incentive in the state of New Jersey that competes with every other country in the world that will strengthen the American economy. People forget this is a gigantic business, this isn&#8217;t
just a production, but it&#8217;s also the hospitality industry, the transportation industry, the catering, all the different things, dry cleaners, all those American businesses that support production all around the country. We are doing a lot, we
are going to film a lot in New Jersey since we passed that incentive, we moved 7<B> </B>projects that were supposed to shoot overseas we moved back to America and are shooting here. We have a very ambitious slate of production going on there
already. 11 films right now in production in New Jersey. So, we are incredibly thrilled these are to invest in America and in American jobs. And again, in the alternative the Paramount deal that&#8217;s floating around out there, and all the
misinformation swirling around it, is guaranteeing to cut jobs, they&#8217;re guaranteeing to continue to make gigantic cuts to the entertainment industry in the alternative, and we&#8217;re growing, growing, growing, and they are promising to cut,
cut, cut. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Liz Claman</B>: Listen, all of Hollywood has been pressing the refresh button, and they will be all weekend long. They&#8217;re waiting on
Paramount Skydance&#8217;s final offer. You allowed a <FONT STYLE="white-space:nowrap">7-day</FONT> window to be opened once again even though you had a deal with Warner Bros. Discovery. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos: </B>We have a deal. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Liz Claman: </B>You
have the deal, Ted you won, you&#8217;re a tough negotiator. You have the deal. Why give them this last shot? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos</B>: Look, first
we&#8217;re very confident in the bid that we have that it offers the most value to Warner Bros. Discovery shareholders and the best long-term value for Netflix as well. So confident that we wanted to make sure we deliver to Warner Bros. Discovery
shareholders absolute confidence and certainty about this deal. If there&#8217;s another deal floating out there, take the 7 days and better understand it, and then come back and let&#8217;s get this thing done. The market doesn&#8217;t like
uncertainty, the industry cannot grow with a lot of uncertainty. We want to grow this business. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Liz Claman</B>: Well, that <FONT
STYLE="white-space:nowrap">7-day</FONT> window is up Monday. So, have you heard? Have you any idea whether it will come before the end of business day today ahead of the weekend, will they wait till the last second? What would you do if you were the
Ellisons? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos</B>: I have left this for the Ellisons to work out with Warner Bros. Discovery. We are moving on business as usual, we are deep
into the regulatory process with the DOJ, with the European regulators, regulators around the world and with State AGs to get to move this process along. I&#8217;m glad that there is this process, you know, I think it&#8217;s very important thing to
scrutinize a deal of this size, scrutinize the buyer and the seller. Make sure that the industry is going to stay healthy and make sure that we can keep moving forward and growing this industry in a healthy way. So, I am glad that they are doing the
scrutiny. It does take a long time, and it happens at many levels. Locally, domestically and internationally. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Liz Claman</B>: It&#8217;s assumed
widely that Paramount will raise its bid. If they come in with sort of an incremental raise, now it&#8217;s $30 a share, yours is $27.75 a share. If they come in with an incremental hike, I mean, and it becomes clear, let&#8217;s say its $31 or
something or $31.50. It becomes clear that Warner Bros. Discovery shareholders are thinking oh that looks better, are you prepared to match it? You have the right to match it. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos</B>: We do, we have retained all of our rights to match the deal, but I will tell you though right now we are very comfortable the bid where
it is. I&#8217;ll tell you too that we&#8217;ve been very disciplined buyers in our careers, buying movies and films in a very competitive workspace. And that&#8217;s, you should expect us to continue to be disciplined buyers. And keep in mind those
two bids you talked about, those aren&#8217;t apples and oranges bids, they are trying to buy a set of assets that are not for sale and we have bid on &#8211; successfully &#8211; the assets that are for sale, which is the Warner Bros. film and
television studios and HBO. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Liz Claman</B>: Okay, but the question is, you allowed the <FONT STYLE="white-space:nowrap">7-day</FONT>
window to open so that Warner Bros. Discovery shareholders could have clarity. I&#8217;m trying to get clarity for your shareholders to see if you would match it. Is that a yes if they come in with an incrementally higher bid? </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos</B>: Our shareholders know us and they expect us to continue to do what we do which is remain a disciplined buyer. So, I don&#8217;t want to
get ahead of the process or deal in hypotheticals. We will know in a couple of days what the outcome is. I think we&#8217;re pretty confident in what that will be. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Liz Claman</B>: Let me go back to the messaging because Hollywood is a very broad spectrum of workers, everybody from, you know, the Teamsters union to the
Writers Guild, Directors Guild, Producers Guild. When Netflix started creating its original content, they were so excited, I&#8217;m talking 10 or 15 years ago, because it was another option to whom they could sell scripts that maybe legacy studios
had jettisoned. And you guys were gutsy and creative. You still are, I would argue that. Today they are openly hostile to this. I mean put James Cameron aside. I did pick up the phone, I&#8217;ve been talking to writers, I&#8217;ve been talking to
the union members. I got off the phone with Billy Ray. He of course is the famed screenwriter of Hunger Games, and you know he also wrote Captain Phillips, Richard Jewell. This guy is really good and he said, &#8220;I would just like either of these
two suitors to express their bid in terms of why a merger is better for the movie-going public. Owning a media company is public trust, not unlike owning a pro football team. You have a relationship with their customers/fans and you have to honor
them. They are how you got here.&#8221; How are you going to honor moviegoers? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos</B>: I know Billy, and I couldn&#8217;t agree with him
more. What we&#8217;ve done since we started creating original series and films is we have invested in more. You know, we&#8217;ve gone, after a strike, after a pandemic, there was this period of profit squeezing out of all the studios when they
were making a lot less. That&#8217;s been bad for the business. And what we&#8217;ve been doing is we&#8217;ve been investing more. People have very diverse tastes. What gets them excited, what gets one person excited might bore someone else silly.
So, you need a lot of choices for people, and we&#8217;ve been investing in that aggressively. And I think that the writers in the Writers Guild and actors in the Screen Actors Guild and the producers in the Producers Guild and the directors&#8211;
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Liz Claman</B>: Are you getting any of those unions on board? Any of those unions on board with you? </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos</B>: Look I think in general unions don&#8217;t like media mergers. They, and by the way, media mergers do not have a great track record. I
acknowledge that, but this is very different. This is a vertical merger. We&#8217;re not buying &#8211; we&#8217;re not one of the 5 major studios buying out one of the other ones, that&#8217;s exactly what Paramount is trying to do, with an
unbelievable failed track record. And to add to the complexity of the Paramount deal, the largest leveraged buyout in history, so you know which comes with its own set of risks. What we&#8217;re doing here is a vertical merger. We&#8217;re buying a
motion picture and television studio and theatrical distribution entity that we do not currently own, that we are going to invest in and grow. The only place this deal overlaps at all is the Netflix streaming service and HBO Max. And I would argue
that those businesses are totally complementary. 85% of people who have an HBO subscription also subscribe to Netflix, it&#8217;s that complimentary. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Liz Claman: </B>Yeah, I know that, I know that. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted
Sarandos: </B>So those people are going to get a nice discount here. So and the core to this is, having Warner Bros. with its hundred-year record of great storytelling, great IP and world-building finally be in the hands of a company with a real
balance sheet. That&#8217;s what we are doing for moviegoers, that is what we are doing for lovers of television and film, is we&#8217;re giving them another century of great films and great stories. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Liz Claman</B>: I&#8217;m being told I have to wrap but Ted I do want to ask you because you had said a while back that the movie theater model is
outdated, not entirely wrong in some cases, some of these movie theaters are decrepit. Any chance that you have had any discussions within the walls of Netflix to create&nbsp;Netflix branded theaters that give a better experience? That might calm
some fears, of screenwriters, actors and everybody else? </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos: </B>There is a lot of theaters out there, there&#8217;s a lot of theater chains
out there. We work with them all the time. Creating excitement in those theaters like we did for the finale of Stranger Things or the KPop Demon Hunters sing-along. And what they have to do is, we have to give them great movies, we have to give them
a window of time they can exploit them, and they have to create a great experience for consumers. And as long as </P>
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we&#8217;re in the position to do that, remember they&#8217;ve been very short on inventory. They&#8217;ve not had new movies coming out. And we are going to be providing them a steady stream of
high-quality movies for years to come. And that&#8217;s what we think is the best thing to do for theaters. And remember when I said it was outdated, I said it was outdated for some. Some people who couldn&#8217;t get in a car and easily get to a
theater, they get to watch movies at home but for many people who live in a big city and or don&#8217;t get in the car and drive for a couple miles and go see a movie in the theater, it&#8217;s a remarkably great experience. I love it myself. I do
it often. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Liz Claman</B>: Well that&#8217;s good to hear. Ted thank you for joining us. We really appreciate it. I want you back when this thing is
settled, so please come back. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Ted Sarandos</B>: I will. Thanks for asking. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Liz Claman</B>:&nbsp;And I just want to let our viewers know, we put in multiple calls to Paramount Skydance, they have not returned our calls, but they
are welcome to come on to give their side of this. </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:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In
connection with the proposed transaction between Netflix and WBD, WBD filed a definitive proxy statement on Schedule 14A (the &#8220;Proxy Statement&#8221;) with the U.S. Securities and Exchange Commission (the &#8220;SEC&#8221;). The Proxy
Statement was first mailed to WBD stockholders on or around February&nbsp;17, 2026. Each of Netflix and WBD may also file with or furnish to the SEC other relevant documents regarding the proposed transaction. This communication is not a substitute
for the Proxy Statement or any other document that Netflix or WBD may file with the SEC or mail to WBD&#8217;s stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF NETFLIX AND WBD ARE URGED TO READ THE PROXY
STATEMENT, AS WELL AS ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY REFERENCE INTO THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION REGARDING NETFLIX, WBD, THE PROPOSED TRANSACTION AND 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 SEC&#8217;s website, https://www.sec.gov. The documents filed by Netflix with the SEC also may be obtained free of charge at Netflix&#8217;s website at https://ir.netflix.net/home/default.aspx. The documents filed by WBD with the SEC
also may be obtained free of charge at WBD&#8217;s website at https://ir.wbd.com. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Participants in the Solicitation </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Netflix, WBD and certain of their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the
stockholders of WBD in connection with the proposed transaction under the rules of the SEC. Information about the interests of the directors and executive officers of WBD and other persons who may be deemed to be participants in the solicitation of
stockholders of WBD in connection with the proposed transaction and a description of their direct and indirect interests, by security holdings or otherwise, is included in the Proxy Statement, which has been filed by WBD with the SEC. Information
about WBD&#8217;s directors and executive officers is set forth in WBD&#8217;s proxy statement for its 2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April&nbsp;23, 2025, WBD&#8217;s Annual Report on Form <FONT
STYLE="white-space:nowrap">10-K</FONT> for the year ended December&nbsp;31, 2024, and any subsequent filings with the SEC. Information about Netflix&#8217;s directors and executive officers is set forth in Netflix&#8217;s proxy statement for its
2025 Annual Meeting of Stockholders on Schedule 14A filed with the SEC on April&nbsp;17, 2025, and any subsequent filings with the SEC. Additional information regarding the direct and indirect interests of those persons and other persons who may be
deemed participants in the proposed transaction may be obtained by reading the Proxy Statement regarding the proposed transaction. Free copies of these documents may be obtained as described above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Cautionary Statement Regarding Forward-Looking Statements </B></P>
<P STYLE="margin-top:12pt; 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.
Securities Act of 1933, as amended, and Section&nbsp;21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Netflix&#8217;s and WBD&#8217;s current expectations, estimates and projections about the
expected date of closing of the proposed transaction and the potential benefits thereof, their respective businesses and industries, management&#8217;s beliefs and certain assumptions made by Netflix
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and WBD, all of which are subject to change. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often
contain words such as &#8220;expect,&#8221; &#8220;anticipate,&#8221; &#8220;intend,&#8221; &#8220;plan,&#8221; &#8220;believe,&#8221; &#8220;could,&#8221; &#8220;seek,&#8221; &#8220;see,&#8221; &#8220;will,&#8221; &#8220;may,&#8221;
&#8220;would,&#8221; &#8220;might,&#8221; &#8220;potentially,&#8221; &#8220;estimate,&#8221; &#8220;continue,&#8221; &#8220;expect,&#8221; &#8220;target,&#8221; similar expressions or the negatives of these words or other comparable terminology that
convey uncertainty of future events or outcomes. All forward-looking statements by their nature address matters that involve risks and uncertainties, many of which are beyond our control and are not guarantees of future results, such as statements
about the consummation of the proposed transaction and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the proposed transaction or to make or take any filing or other action required
to consummate the transaction on a timely matter or at all, are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking
statements. Accordingly, there are or will be important factors that could cause actual results to differ materially from those indicated in such statements and, therefore, you should not place undue reliance on any such statements and caution must
be exercised in relying on forward-looking statements. Important risk factors that may cause such a difference include, but are not limited to: (i)&nbsp;the completion of the proposed transaction on anticipated terms and timing, including obtaining
stockholder and regulatory approvals, completing the separation of WBD&#8217;s Discovery Global business (&#8220;Discovery Global&#8221;) and Warner Bros. business, anticipated tax treatment, unforeseen liabilities, future capital expenditures,
revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies, expansion and growth of WBD&#8217;s and Netflix&#8217;s businesses and other conditions
to the completion of the proposed transaction; (ii)&nbsp;failure to realize the anticipated benefits of the proposed transaction, including as a result of delay in completing the transaction or integrating the businesses of Netflix and WBD;
(iii)&nbsp;Netflix&#8217;s and WBD&#8217;s ability to implement their business strategies; (iv)&nbsp;consumer viewing trends; (v)&nbsp;potential litigation relating to the proposed transaction that could be instituted against Netflix, WBD or their
respective directors; (vi)&nbsp;the risk that disruptions from the proposed transaction will harm Netflix&#8217;s or WBD&#8217;s business, including current plans and operations; (vii)&nbsp;the ability of Netflix or WBD to retain and hire key
personnel; (viii)&nbsp;potential adverse reactions or changes to business relationships resulting from the announcement, pendency or completion of the proposed transaction; (ix)&nbsp;uncertainty as to the long-term value of Netflix&#8217;s common
stock; (x)&nbsp;legislative, regulatory and economic developments affecting Netflix&#8217;s and WBD&#8217;s businesses; (xi)&nbsp;general economic and market developments and conditions; (xii)&nbsp;the evolving legal, regulatory and tax regimes
under which Netflix and WBD operate; (xiii)&nbsp;potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Netflix&#8217;s or WBD&#8217;s financial
performance; (xiv)&nbsp;restrictions during the pendency of the proposed transaction that may impact Netflix&#8217;s or WBD&#8217;s ability to pursue certain business opportunities or strategic transactions; (xv)&nbsp;failure to receive the approval
of the stockholders of WBD; (xvi)&nbsp;the final allocation of indebtedness between WBD and Discovery Global in connection with the separation could cause a reduction to the consideration for the proposed transaction; (xvii)&nbsp;inherent
uncertainties involved in the estimates and assumptions used in the preparation of financial projections, and inherent uncertainties involved in the estimates and judgments used to estimate the differences between WBD&#8217;s Global Linear Networks
segment results and the expected results of Discovery Global; and (xviii)&nbsp;volatility or 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 <FONT STYLE="white-space:nowrap">10-K</FONT> and Quarterly Reports on Form <FONT STYLE="white-space:nowrap">10-Q,</FONT> and the Proxy Statement filed by
WBD in connection with the proposed transaction. While the list of factors presented here and in the Proxy Statement are considered representative, no such list should be considered to be a complete statement of all potential risks and
uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could
include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Netflix&#8217;s or WBD&#8217;s consolidated financial
condition, results of operations or liquidity. Neither Netflix nor WBD assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise,
should circumstances change, except as otherwise required by securities and other applicable laws. </P>
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