Paramount says DOJ waiting period lapsed in pursuit of Warner Bros. Discovery

At 11:59 p.m. Eastern on Feb. 19, 2026, Paramount Global’s Skydance-backed bid for Warner Bros. Discovery reached a procedural milestone when an SEC filing certified that the 10-day Hart-Scott-Rodino waiting period had expired after Paramount’s compliance with a DOJ Second Request issued Dec. 23, 2025. Paramount Skydance told regulators that the lapse of the waiting period means there is “no statutory impediment in the United States to closing Paramount’s proposed acquisition of WBD.”

The filing, however, also acknowledged that Paramount Skydance does not have a signed merger agreement with Warner Bros. Discovery, underscoring that the HSR milestone is a regulatory clearing of timing requirements, not a completed transaction. Netflix’s chief legal officer David Hyman pushed back directly, saying Paramount Skydance “continues to mislead stockholders and distract from the facts,” and adding 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.”

Warner Bros. Discovery, meanwhile, remains publicly committed to a separate agreement with Netflix and has set a special shareholder meeting for March 20 to vote on that pact. The companies have continued parallel negotiations: WBD reopened talks to hear “best and final” offers from Paramount by Feb. 23 even as the Netflix agreement stands. Reported figures for both the Netflix and Paramount proposals vary across sources. Netflix’s offer has been cited at $27.75 per share, roughly $82.7 billion, and in some accounts at about $83 billion; other reporting has cited a $73 billion figure. Paramount Skydance’s bid has been reported variously as $108 billion ($30 per share) and as a $78 billion all-cash proposal. Those discrepancies remain unresolved in public materials.

Legal and institutional risks remain. Expiration of the HSR waiting period is a statutory milestone, but it does not amount to affirmative DOJ approval. The DOJ can continue to investigate, request additional information, and file suit to block a merger even after HSR deadlines expire; the department sued to block the proposed JetBlue-Sprint merger months after that deal’s HSR waiting period had lapsed. One analyst briefed on the matter cautioned that the HSR milestone simply means the parties “could consummate the deal if they had one,” and that a later DOJ change of heart could require regulators and companies to “unscramble an already consummated merger.”

Political oversight has entered the frame. Senators have demanded that parties 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.” That request signals congressional interest in the records surrounding the DOJ interaction and could raise additional review for investigators.

For shareholders and policymakers, the immediate implications are concrete: Warner Bros. Discovery’s board is asking investors to consider the Netflix transaction at a March 20 vote, Paramount lacks an executed deal to present, and regulators retain authority to intervene. Any closing is not expected before well into 2027 under current timelines, making this a protracted contest among bidders, regulators, and the WBD shareholder base.