Paramount Skydance said its potential deal to snap up Warner Bros. Discovery in its entirety has cleared antitrust review at the U.S. Justice Department — despite the fact that David Ellison’s Paramount has repeatedly failed to secure an agreement to acquire Warner Bros. Discovery. WBD for now remains committed to its deal with Netflix.
On Feb. 19, 2026, at 11:59 p.m. Eastern, the 10-day statutory waiting period expired following Paramount Skydance’s certification of compliance with the DOJ’s Dec. 23, 2025 Second Request for Information under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, the company said in an SEC filing Friday.
The expiration of the HSR waiting period “means there is no statutory impediment in the U.S. to closing Paramount’s proposed acquisition of WBD,” according to Paramount Skydance.
Netflix, in response to the Paramount announcement, argued that the development does not mean Paramount’s prospective WBD takeover has received DOJ regulatory approval. “Paramount Skydance continues to mislead stockholders and distract from the facts,” Netflix chief legal officer David Hyman said in a statement. “The facts are that routine HSR milestones do not signal DOJ approval nor that any decision has been made. They have not secured approvals needed to close and they are a long way from doing so.”
Meanwhile, Paramount acknowledged in the SEC filing that it doesn’t have an agreement in place to actually buy WBD. “The completion of the Transaction remains subject to certain other conditions, including entry into a definitive merger agreement with WBD, shareholder approval and regulatory clearance in other relevant jurisdictions,” the media company said in the filing.
On Thursday, a group of eight U.S. Democratic senators, led by Sen. Corey Booker (D-N.J.) — concerned about “political interference” in Paramount’s pursuit of Warner Bros. Discovery — sent a letter to Ellison requesting answers to questions about Paramount’s dealings with the Trump administration with respect to WBD and directing the company to preserve all records related to the matter.
Among other documentation, the senators said, Paramount must retain “All communications, information, and documents related to Paramount’s proposed acquisition of Warner Bros. Discovery and the DOJ’s Second Request for Information, including communications with President Donald Trump, members of his family, or individuals associated or affiliated with President Trump; Administration officials, including White House and DOJ political appointees; and DOJ Antitrust Division officials.”
WBD has a definitive $83 billion agreement with Netflix to sell Warner Bros.’s studios and HBO Max to the streaming giant. Warner Bros. Discovery has set a March 20 special meeting of shareholders to vote on the Netflix pact.
Warner Bros. Discovery has rejected Ellison’s overtures multiple times since the Paramount Skydance chairman and CEO first approached the board last September. Paramount’s interest in buying WBD triggered an M&A review in which Netflix emerged as the winning suitor.
But on Tuesday, WBD — with Netflix’s approval — opened a seven-day window for talks with Paramount to “seek clarity” on its “best and final offer” in its hostile takeover effort to see if Ellison and his backers will raise their bid over $30/share. The negotiating window with Paramount ends Monday, Feb. 23, and Warner Bros. Discovery is set to hold its Q4 2025 earnings call just a few days later on Feb. 26. Netflix has four days to make a counteroffer in the event Paramount puts forward a higher bid.
For now, WBD said it remained committed to the Netflix agreement and has recommended shareholders vote in favor of the Netflix pact at the March 20 meeting.
SEE ALSO: Inside Warner Bros. Discovery, Mood Among Many Staffers Shifts in Favor of Netflix Sale vs. Paramount Takeover
