NEW YORK — The Hart-Scott-Rodino antitrust waiting period governing Paramount Skydance Corporation's $108.4 billion hostile all-cash bid for Warner Bros. Discovery expired at 11:59 p.m. Eastern on February 19, 2026, the company disclosed in a Securities and Exchange Commission filing on Friday, removing a statutory barrier to closing the proposed transaction and intensifying one of the most consequential takeover battles in recent media industry history.

What the HSR Expiration Means and What It Does Not

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 requires companies proposing large mergers to notify federal regulators and observe a mandatory waiting period before closing. That waiting period allows antitrust authorities time to review whether a proposed transaction would substantially lessen competition. The Justice Department's antitrust division initially began reviewing the all-cash tender offer in December 2025, with an original waiting period deadline of December 23, 2025. Before that deadline arrived, the department issued a "second request," a formal demand for additional documents and information that is a common tool regulators deploy when they require deeper examination of a proposed deal.

Paramount certified substantial compliance with the second request on February 9, 2026, triggering a fresh 10-day statutory clock. When that period expired Thursday night without the government filing for an injunction, the company declared there was "no statutory impediment in the U.S. to closing Paramount's proposed acquisition of WBD." That language, drawn directly from the SEC filing, is technically accurate but strategically loaded. The expiration of a waiting period does not constitute regulatory approval, does not bind the DOJ to any view of the merits, and does not prevent the department from suing to block the transaction at any point before it closes. In 2023, the Justice Department moved to block the proposed merger of JetBlue and Spirit Airlines several months after their Hart-Scott-Rodino waiting period had lapsed, ultimately succeeding in court.

The Competing Bids and What Warner Shareholders Face

Paramount's filing arrives during an exceptionally compressed negotiating window. Warner Bros. Discovery's board, which has consistently recommended shareholders reject the Paramount tender offer, opened a seven-day period for limited deal talks on February 17, following a waiver granted by Netflix under the terms of its existing merger agreement with Warner. That window closes February 23. Warner has set a special shareholder meeting for March 20, 2026, at which shareholders will vote on whether to approve the Netflix transaction.

The Netflix deal, announced in early December 2025, proposes to acquire Warner Bros.' studios and streaming assets, including HBO Max, at $27.75 per share in cash, implying a total transaction value of approximately $82.7 billion when including the assumption of nearly $10 billion in debt. Under that structure, Warner's cable television networks, including CNN, TBS, and Discovery Channel, would be separated into a new publicly traded entity called Discovery Global before the Netflix transaction closes, with the separation expected in the third quarter of 2026. Paramount's hostile tender offer, by contrast, targets the entire Warner Bros. Discovery enterprise, including the linear networks, at $30 per share in all cash, implying an equity value of roughly $78 billion and an enterprise value of approximately $108.4 billion when including existing debt.

Warner's board has consistently described Paramount's bid as insufficient in value and inadequate in terms of regulatory certainty. In a letter to shareholders earlier this month, Warner's chairman and chief executive reiterated commitment to the Netflix agreement while simultaneously demanding that Paramount submit a higher "best and final" offer by the February 23 deadline, following indications from a Paramount financial advisor that the company would consider paying $31 per share or more if formal talks were permitted. Paramount has acknowledged that $31 per share is not its ceiling.

Regulatory and Financing Risks That Remain

The antitrust landscape surrounding both bids is genuinely complex, and the expiration of the waiting period leaves several significant risk dimensions unresolved. A combined Paramount-Warner entity would bring together two major Hollywood film studios, two broad pay-television channel portfolios, and two streaming services, a consolidation that carries meaningful overlap in content production, theatrical distribution, and bundled pay-TV carriage negotiations with cable and satellite operators. Federal officials have been conducting outreach to theater chains and Hollywood stakeholders to assess the impact of both proposed deals, and lawmakers have discussed both bids in congressional hearings.

Paramount's financing structure has attracted scrutiny of its own. The all-cash offer is backed in part by equity commitments from sovereign wealth funds associated with Saudi Arabia, Abu Dhabi, and Qatar, alongside contributions from the Ellison family and RedBird Capital Partners. Total equity commitments stand at $43.6 billion, with a personal guarantee from Larry Ellison of $43.3 billion. The participating sovereign funds have agreed to relinquish any governance rights in the combined company, but the arrangement has already drawn attention from Warner and Netflix, both of which have suggested the foreign funding is likely to face scrutiny from the Committee on Foreign Investment in the United States, as well as from European regulatory bodies. Netflix's chief legal officer stated directly in a public filing that routine milestones such as the HSR expiration "do not signal DOJ approval nor that any decision has been made," a pointed rebuttal to Paramount's framing of the announcement as a milestone toward deal certainty.

Paramount separately secured foreign investment clearance from German authorities on January 27, 2026, representing one concrete regulatory approval. Additional international clearances remain outstanding, and any review by CFIUS would add an independent and potentially lengthy dimension to the regulatory process that the HSR expiration does nothing to resolve.

Market and Strategic Implications for Both Sides

The announcement arrived against the backdrop of active trading. Shares of Paramount Skydance had gained approximately 4.9 percent on the Tuesday following the announcement that Warner had reopened limited negotiations, and the stock had carried that momentum through the week. Warner Bros. Discovery shares also advanced earlier in the week on news of the re-engagement window, with both companies' stocks reflecting heightened deal speculation and the possibility that Paramount may ultimately raise its price. Warner's stock had traded consistently above the Netflix offer price in recent sessions, a spread that reflects market expectation of either a Paramount bid increase or a Netflix counteroffer that improves upon current terms.

From a strategic standpoint, Paramount's public emphasis on clearing the Hart-Scott-Rodino waiting period appears aimed as much at Warner shareholders as at regulators. By highlighting procedural progress on the antitrust front, Paramount is attempting to pre-empt the principal argument Warner's board has deployed most consistently against its bid: that a Paramount-Warner combination would face a more protracted and uncertain regulatory process than the Netflix transaction. The argument has real stakes. Warner's shareholder meeting is five weeks away, and institutional shareholders are weighing not just price per share but the probability-weighted, time-adjusted value of each competing path to closing.

Paramount has also taken the step of announcing plans to nominate director candidates to Warner's board at its next annual meeting, filing a lawsuit in Delaware's Court of Chancery seeking additional transaction disclosures, and pledging to fund the $2.8 billion termination fee that Warner would owe Netflix if that agreement were terminated in favor of a Paramount deal. A quarterly ticking fee of $0.25 per share, payable to Warner shareholders for any quarter the Paramount deal has not closed after December 31, 2026, is intended to offset shareholder concerns about regulatory delay, and carries a cash cost to Paramount of approximately $650 million per quarter it remains unpaid. Whether that combination of financial commitments proves sufficient to move Warner's board before the February 23 deadline, and what role a potential Netflix counter-offer might play, are questions that will likely resolve within days.

Written by Nick Ravenshade for NENC Media Group, original article and analysis.