Warner Bros. Discovery (WBD) says it is formally reviewing an improved takeover proposal from David Ellison’s Paramount.

Details of Paramount’s revised offer have not been disclosed. Previously, Paramount had proposed paying $30 per share, along with a “ticking” mechanism that would increase the price for each quarter the deal remained unfinished beyond the end of the year. For now, WBD continues to recommend that shareholders support the planned Netflix transaction in a vote scheduled for next month.

In a statement released Tuesday morning, WBD’s board said it had received an updated proposal during a seven-day limited waiver period: ““Following engagement with PSKY during the seven-day limited waiver period, we received a revised PSKY proposal to acquire WBD, which we are reviewing in consultation with our financial and legal advisors. We will update our shareholders following the Board’s review. The Netflix merger agreement remains in effect, and the Board continues to recommend in favor of the Netflix transaction. WBD shareholders are advised not to take any action at this time with respect to the amended PSKY tender offer.”

Paramount also confirmed the revised bid but did not provide additional specifics.

Although Paramount has previously made public offers, this marks the first formally authorized bid since WBD agreed to its deal with Netflix. The revised proposal follows the opening of a seven-day negotiating window last week.

Paramount’s latest move is expected to prompt WBD to check whether Netflix will exercise its contractual right to match the offer. However, because Netflix’s agreement covers only the Warner Bros. studio and HBO operations rather than the entire company, any matching proposal would not necessarily mirror Paramount’s structure.

At the same time, Netflix has increased its own takeover offer for WBD’s studio and streaming divisions in an effort to counter Paramount’s growing challenge. Paramount’s heightened bid has put pressure on WBD to reconsider its sales discussions and potentially reopen negotiations.

WBD’s board had set an early-week deadline for Paramount to submit a final revised offer. Meanwhile, Paramount has been pursuing a direct appeal to shareholders through a hostile takeover effort aimed at derailing the previously agreed $82.7 billion Netflix deal. That transaction was first announced in December and later amended into an all-cash proposal in late January.

On Feb. 10, Paramount enhanced its bid for all of WBD by promising to cover the $2.8 billion breakup fee owed to Netflix if WBD abandoned its agreement. Paramount also pledged to support a refinancing plan designed to reduce costs by $1.5 billion and introduced a “ticking fee” of $650 million in cash per quarter if the transaction is not completed by the end of 2026. Ellison said at the time: “We are making meaningful enhancements — backing this offer with billions of dollars, providing shareholders with certainty in value, a clear regulatory path, and protection against market volatility.”

WBD responded that it would review Paramount’s updated proposal but did not change its recommendation that shareholders approve the Netflix deal. Some smaller investors have been urging the company to engage more actively with Paramount.

The high-stakes transaction has weighed on Netflix’s stock performance. Guggenheim Securities analyst Michael Morris recently noted that uncertainty surrounding the WBD bid will likely continue to influence market sentiment and limit share gains over the next few months. MoffettNathanson analyst Robert Fishman similarly wrote that Netflix’s stock may struggle to rebound while the potential bidding war for WBD continues.

With a shareholder vote on the Netflix deal scheduled for March 20, the contest for control of WBD appears to be approaching a critical stage — though regulatory scrutiny could still shape the outcome.

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