Paramount Skydance Says DOJ Waiting Period Has Expired in Pursuit of Warner Bros. Discovery, Despite No Deal in Place

Paramount Skydance has asserted that its proposed acquisition of Warner Bros. Discovery has cleared a key U.S. antitrust milestone, even as the company acknowledges it does not yet have a signed merger agreement in place.

In an SEC filing released Friday, Paramount Skydance said that the 10-day statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired at 11:59 p.m. Eastern on Feb. 19, 2026. The expiration followed the company’s certification of compliance with a “Second Request” for information issued by the U.S. Department of Justice on Dec. 23, 2025.

According to Paramount Skydance, the lapse of the waiting period means there is “no statutory impediment” in the United States to closing its proposed acquisition of WBD. The company framed the development as a significant regulatory step forward in its ongoing effort to take control of the media conglomerate.

However, the statement does not constitute formal DOJ approval of the transaction, and critics were quick to underscore that distinction.

Netflix, which currently holds a definitive agreement to acquire key assets from Warner Bros. Discovery, disputed Paramount’s characterization. In a statement, Netflix chief legal officer David Hyman said routine HSR procedural milestones should not be interpreted as regulatory endorsement. He added that Paramount Skydance has not secured the approvals necessary to close a deal and remains “a long way” from doing so.

The dispute underscores the unusual posture of Paramount’s bid. Despite repeated overtures from Paramount Skydance chairman and CEO David Ellison since September, Warner Bros. Discovery has declined to enter into a definitive merger agreement with the company. Instead, WBD struck an $83 billion agreement with Netflix to sell Warner Bros.’ studio operations and HBO Max to the streaming giant.

Paramount itself acknowledged in its SEC filing that completion of any transaction remains contingent on several unresolved conditions. These include negotiating and signing a definitive merger agreement with WBD, securing shareholder approval, and obtaining regulatory clearance in additional jurisdictions beyond the United States.

The timing of Paramount’s announcement coincides with heightened political scrutiny. On Thursday, a group of eight Democratic senators led by Sen. Corey Booker sent a letter to Ellison expressing concern about potential political interference in the company’s pursuit of WBD. The lawmakers requested detailed information about Paramount’s communications with the Trump administration and instructed the company to preserve all records related to the proposed transaction and the DOJ’s Second Request.

The letter specifically calls for the retention of communications involving President Donald Trump, his family members or associates, White House officials, and DOJ political appointees. The senators’ inquiry signals growing unease in Washington over the intersection of media consolidation and political influence.

Meanwhile, developments on the corporate front remain fluid. Earlier this week, Warner Bros. Discovery, with Netflix’s consent, opened a seven-day negotiation window allowing Paramount to clarify what it describes as its “best and final offer.” Paramount’s current bid is reported to exceed $30 per share, though whether Ellison and his financial backers will raise that figure remains uncertain. The window closes Feb. 23.

Should Paramount submit a higher offer, Netflix will have four days to respond with a potential counterbid under the terms of its existing agreement. WBD is scheduled to hold its fourth-quarter 2025 earnings call on Feb. 26, adding further urgency to the negotiations. A special shareholder meeting to vote on the Netflix transaction has been set for March 20.