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The headline’s “could” is the key word. It described a threshold finding that opened the contract’s process, not the final ruling that followed two days later.
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What “could be superior” meant on February 24
WBD’s February 24 announcement was a threshold step. It said the revised Paramount offer could reasonably be expected to lead to a superior proposal, which allowed the parties to engage under the Netflix agreement. It was not yet a formal classification, and it did not end the Netflix deal.
In plain terms, the company was telling shareholders and the market that the new Paramount bid was serious enough to warrant the contract’s next procedures. That is the meaning of “reasonably be expected to lead to” a superior proposal.
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The February 26 determination and Netflix’s match window
Two days later, WBD formally determined that the revised Paramount proposal constituted a “Company Superior Proposal.” That determination set the clock for Netflix. Under the agreement, Netflix had four business days to propose revisions to its own deal.
WBD was explicit that the Netflix agreement remained in effect and that its board had not changed its position. In the company’s words:
“The Netflix merger agreement remains in effect, and the Board continues to recommend in favor of the Netflix transaction and has not withdrawn or modified its recommendation.”
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So on February 26, WBD held two positions at once: it had found a rival proposal superior under the contract’s terms, and it still recommended the deal it had already signed with Netflix. The contest was not resolved by that announcement. It moved to Netflix’s response.
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WBD’s February 26 announcement set out the core terms of the Paramount bid. The table below lists them as the company described them. Figures are from WBD’s announcement unless noted.
| Term | What WBD said |
|---|---|
| Cash price | $31 per WBD share in cash |
| Ticking fee | $0.25 per share per quarter, beginning after September 30, 2026 |
| Regulatory termination fee | $7 billion, payable if the deal failed for regulatory reasons |
| Netflix termination fee | Paramount would pay the $2.8 billion fee WBD would owe Netflix to end the existing agreement |
| Equity support | Additional equity support from Larry J. Ellison and an associated trust, if needed to support a solvency certificate required by Paramount’s lending banks |
| Material adverse effect definition | An exclusion relating to WBD’s Global Linear Networks segment, which narrows what counts as a material adverse effect on WBD |
The ticking fee and the regulatory termination fee matter most for understanding how the bid was structured. The ticking fee adds per-share value each quarter if the deal is not completed on schedule, and the regulatory termination fee shifts part of the risk of a government block onto Paramount’s side. Neither term is a promise of the final outcome; both are contract mechanics that apply only under the conditions WBD described.
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How the two bids compare
Comparing the offers is harder than the headline numbers suggest, because they covered different things. Netflix’s offer was for WBD’s studio and streaming business, while Paramount’s offer was for all of WBD. The Associated Press reported the figures as follows:
| Measure | Netflix (prior offer) | Paramount Skydance (revised offer) |
|---|---|---|
| Scope | WBD’s studio and streaming business | All of WBD |
| Price per share | $27.75 (AP, February 26, 2026) | $31 in cash per WBD share (WBD, February 26, 2026) |
| Value including debt | Nearly $83 billion (AP, February 26, 2026) | About $111 billion (AP, February 26, 2026) |
| Ticking fee | Not stated in the sources reviewed | $0.25 per share per quarter after September 30, 2026 (WBD) |
Because the scopes differ, the per-share and enterprise figures cannot be read as a like-for-like ranking. The sources establish the terms and the process, but they do not provide enough matched detail to say independently which bid was financially better for WBD holders. The “superior” label was WBD’s board finding under the agreement’s defined process.
Why Netflix did not match
On February 26, Netflix said it would not raise its bid. Co-CEOs Ted Sarandos and Greg Peters described the Netflix transaction as one that would have created shareholder value with a clear regulatory path. They then explained the decision:
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“But at the price required to match Paramount Skydance’s latest offer, the deal is no longer financially attractive, so we are declining to match the Paramount Skydance bid.”
The statement makes two distinct claims. Netflix did not dispute the regulatory outlook for its own deal. Its objection was economic: the price needed to match was higher than it was willing to pay.
How the deal ended
The contest did not stay open. The Associated Press reported on October 7, 2026, that Paramount’s takeover of WBD had closed on October 6, and that the combined company is called Skydance. Paramount CEO David Ellison was quoted at the closing: “Today is a historic day, not just for Skydance but for our entire industry.”
AP’s October report describes the takeover as an $81 billion deal, while its February report put Paramount’s bid at about $111 billion including debt. The sources do not explain the basis for the $81 billion figure, so readers should not treat the two numbers as interchangeable. The February figures are the ones tied to the bid comparison above.
Streaming: what is and is not known
AP reported that Paramount planned to unify its streaming products over time. The sources available do not establish the name of the unified service, its launch timing, its subscription prices, or any expected savings or changes for consumers. Readers should treat claims about those points as unconfirmed until the companies announce them.
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