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Fix the driver behind crashes, sound loss and screen glitchesFind Drivers →Repair Windows errors before they cause bigger problemsFix Now →Scan for outdated or missing drivers - takes under a minuteDriver Scan →Warner Bros. Discovery (WBD) is no longer an independent, Nasdaq-listed public company. Skydance Corporation completed its acquisition of WBD on October 6, 2026, and WBD continues as a wholly owned subsidiary. The Ellison family and RedBird Capital Partners now hold all of the combined company’s Class A common stock, which carries the voting power identified in the closing announcement.
That means the practical governance question has changed. Before the transaction, WBD shareholders voted in a one-class, one-vote public-company system and elected directors under Delaware corporate law and Nasdaq governance requirements. After closing, control sits at the Skydance parent level, while WBD’s businesses operate inside that parent-subsidiary structure.
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Who owns Warner Bros. Discovery now?
As of October 6, 2026, Warner Bros. Discovery is a wholly owned subsidiary of Skydance Corporation, formerly known as Paramount Skydance Corporation. WBD common stock ceased trading on Nasdaq on the closing date. Former WBD shareholders no longer own publicly traded WBD shares; their shares were canceled in exchange for the merger consideration specified in the merger agreement.
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| Question | Answer after October 6, 2026 |
|---|---|
| Is WBD still an independent public company? | No. It is a wholly owned subsidiary of Skydance Corporation. |
| Does WBD common stock still trade on Nasdaq? | No. The closing announcement said WBD common stock ceased trading on Nasdaq effective October 6, 2026. |
| Who holds the combined company’s voting shares? | The Ellison family and RedBird Capital Partners are the sole holders of Class A common stock, identified as the voting shares. |
| Do the listed Class B investors automatically control votes? | The closing filing does not state that Class B investors received voting control. |
The closing announcement also disclosed $47 billion of new Class B equity investment. The investors named were the Ellison family, RedBird, the Public Investment Fund, L’IMAD, Qatar Investment Authority and LionTree. The securities were priced at $12 per share. That capital is economically significant, but the filing distinguishes the Class A holders as the voting controllers and does not assign Class B investors equivalent voting authority.
What changed at the October 6 closing?
The transaction replaced WBD’s public-shareholder governance model with a parent-company control model. Before closing, a person or institution holding WBD common stock could vote at a WBD stockholder meeting. After closing, there is no separate public market in which investors can buy WBD shares or use those shares to vote on WBD proposals.
WBD remains the legal entity operating the Warner Bros., HBO and other businesses that were inside WBD before the transaction. However, ownership of that entity now runs through Skydance. Decisions that once required a WBD stockholder vote are instead made within the combined company’s parent-level and board-level governance arrangements. The available closing filing establishes the parent-subsidiary and Class A voting relationship, but it does not provide a complete post-closing board roster or a list of every decision delegated to WBD management.
How WBD was owned before the acquisition
One class of publicly traded common stock
WBD’s 2025 proxy described a Delaware public corporation with 2,473,835,609 shares outstanding as of April 4, 2025. Each share carried one vote, and the company reported no other outstanding stock classes. This is the classic one-share, one-vote structure: an investor’s voting influence generally tracked the number of common shares owned.
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That structure was different from the post-closing Class A/Class B system. Before the merger, there was no separate WBD super-voting class identified in the 2025 proxy. Institutional investors could become influential through large holdings, but they did not possess a separate class of votes simply because of the type of investor they were.
What Vanguard’s disclosed stake meant
WBD’s 2026 proxy reported that Vanguard had previously disclosed ownership of 281,212,937 WBD shares, approximately 11.2% of outstanding common stock as of April 10, 2026. That percentage should be read as a dated beneficial-ownership disclosure, not as a permanent ownership position. Vanguard later reorganized how certain subsidiaries reported beneficial ownership, so the filing does not establish that the same percentage remained in place through the closing.
The broader point is that pre-acquisition WBD had a public-company shareholder base in which institutions could hold large stakes, but no single ownership figure in the cited disclosures replaced the legal voting rights attached to the full common-stock class.
How WBD’s board was expected to make decisions
Independent-director requirement
WBD’s governance policy required a majority of directors to be independent under Nasdaq Rule 5605(a)(2) and under the board’s own judgment. Independence requirements are designed to ensure that a majority of directors can evaluate management, executive pay, transactions and other matters without relationships that compromise their oversight role.
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This requirement applied to WBD while it was a Nasdaq-listed public company. Once WBD became wholly owned, the public-listing framework no longer describes the company’s ownership context. The closing materials available here do not provide a complete post-closing board composition, so it would be inaccurate to assume that the former Nasdaq-era board structure continued unchanged.
Separate chair and CEO responsibilities
WBD’s 2025 proxy described a separated leadership model. The CEO was responsible for setting WBD’s strategic direction, leading the company and driving performance. The board chair provided guidance to the CEO, set the agendas for board meetings and presided over full-board meetings.
Separating the roles does not mean the CEO lacked authority or that the chair ran day-to-day operations. It means operational leadership and board leadership were assigned to different offices, creating a formal channel for board oversight of management.
What the board actually decided
In a public company, the board typically approves major corporate actions, oversees strategy and risk, appoints and evaluates senior executives, and submits certain matters to stockholders when the law or the company’s governing documents require a vote. WBD’s disclosed governance documents show that the board’s role included setting the conditions for shareholder votes and recommending how stockholders should vote.
The most consequential example in 2026 was the merger agreement. WBD’s board unanimously approved the February 27, 2026 merger agreement and recommended that stockholders approve it. That recommendation was a board action; the final legal authorization also depended on the stockholder vote and the other closing conditions in the merger agreement.
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How WBD shareholder voting worked before closing
Quorum
A majority of WBD’s total voting power had to be present in person or represented by proxy to form a quorum. Without a quorum, the meeting could not conduct binding business, even if many shareholders who did attend supported a proposal.
Director elections
WBD directors were elected by a plurality of votes cast. In a plurality system, the nominees receiving the most votes are elected. A nominee does not need more than 50% of all outstanding shares; the relevant comparison is among votes actually cast for the director nominees.
Other proposal thresholds
Auditor ratification, the non-binding say-on-pay vote and the certificate-of-incorporation amendment required an affirmative majority of the shares present and entitled to vote. Those thresholds differ from a plurality election because approval depends on the number of affirmative votes among shares represented at the meeting and eligible to vote on the proposal.
Matters listed for the 2025 annual meeting
WBD’s 2025 proxy identified five categories of business:
- Election of 13 directors.
- Ratification of the independent auditor.
- A non-binding advisory vote on executive compensation, commonly called say on pay.
- An amendment to the certificate of incorporation.
- An amendment to the employee stock-purchase plan.
These mechanics explain how a public WBD investor could influence governance: hold or represent shares, attend or submit a proxy to satisfy participation requirements, and vote under the threshold applicable to each proposal.
How the merger changed WBD shareholders’ rights
Merger consideration
The merger proxy stated that each WBD share would convert into $31.00 in cash, plus ticking consideration if closing occurred after September 30, 2026. Once the merger became effective, WBD shares were canceled. Former holders retained the right to receive the merger consideration, subject to the appraisal rights described in the merger documents.
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Because the transaction closed on October 6, 2026, the timing provision mattered: the closing occurred after September 30, so the applicable ticking consideration had to be determined under the merger agreement’s formula. The available summary does not state the resulting per-share total, so it should not be presented as a single figure beyond the stated $31.00 base amount and the contractual additional consideration.
Board approval versus shareholder approval
The board’s unanimous February 27 approval did not itself convert the company. The board approved the agreement and recommended it to stockholders. The merger then proceeded through the required stockholder process and closing conditions. At effectiveness, the legal conversion of WBD shares and the end of the Nasdaq listing followed from the merger transaction, not from an ordinary annual-meeting vote.
Pre-acquisition WBD and post-acquisition Skydance: the governance difference
| Governance axis | WBD before closing | Structure after October 6, 2026 |
|---|---|---|
| Corporate status | Delaware public corporation | Wholly owned subsidiary of Skydance Corporation |
| Public trading | Common stock traded on Nasdaq | WBD common stock ceased trading on Nasdaq |
| Equity structure | One reported class of common stock | Combined company has Class A and Class B common stock |
| Voting basis | Each WBD share carried one vote | Class A holders are identified as the holders of the combined company’s voting shares |
| Ownership pattern | Public shareholders, including institutional holders | Concentrated Class A voting control held by the Ellison family and RedBird |
| How investors participated | Votes at WBD stockholder meetings and proxy solicitations | Control exercised through the parent company’s Class A ownership and governance organs |
Who controls the Warner Bros. and HBO businesses?
Legally, control now runs through Skydance Corporation. The Ellison family and RedBird Capital Partners hold all Class A common stock identified in the closing announcement, including 100% of the combined company’s voting shares. That makes them the ultimate voting controllers of the parent that owns WBD.
This does not mean every operating decision is personally made by those investors. A parent company normally acts through its board, officers and delegated management. The available closing announcement does not specify the complete post-closing board roster, committee assignments or the precise authority retained by WBD’s executives. Those details should be confirmed from later company filings rather than inferred from the ownership announcement.
Independent reader supportYour contribution helps us test, update, and keep practical guides available for everyone.What the $47 billion Class B investment does—and does not—establish
The closing announcement disclosed $47 billion of new Class B equity investment at $12 per share, led by the Ellison family, RedBird, the Public Investment Fund, L’IMAD, Qatar Investment Authority and LionTree. This indicates a substantial financial investment in the combined company.
It does not, by itself, establish voting control for every Class B investor. The filing identifies the Ellison family and RedBird as the sole Class A holders and the holders of the combined company’s voting shares. Unless a later filing describes voting agreements, board rights or other contractual arrangements, the safest reading is that Class B participation supplies capital without the same stated voting power as Class A.
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A timeline of the ownership transition
| Date | Event | Governance significance |
|---|---|---|
| April 4, 2025 | WBD reported 2,473,835,609 shares outstanding in its 2025 proxy. | The company disclosed one-vote-per-share common stock and no other outstanding stock classes. |
| 2025 annual meeting | WBD presented director elections and four other listed matters. | Voting used a majority-voting-power quorum, plurality director elections and proposal-specific majority thresholds. |
| April 10, 2026 | WBD’s 2026 proxy cited Vanguard’s prior disclosure of 281,212,937 shares, about 11.2%. | The percentage was historical and subject to later beneficial-ownership reporting changes. |
| February 27, 2026 | WBD’s board unanimously approved the merger agreement. | The board recommended that stockholders approve the transaction. |
| September 30, 2026 | Contractual date used for the ticking consideration. | A closing after this date triggered the agreement’s additional consideration mechanism. |
| October 6, 2026 | Skydance completed the acquisition. | WBD became wholly owned, its shares were canceled, and its Nasdaq listing ended. |
Practical answers to the most common questions
Can I still buy WBD stock?
No. WBD common stock stopped trading on Nasdaq when the acquisition closed on October 6, 2026. Any continuing investment exposure is through the ownership and securities of the combined parent company, not a separately traded WBD common-stock listing.
Did Vanguard still control WBD?
No single historical disclosure should be treated as current control after the merger. Vanguard’s approximately 11.2% figure was tied to April 10, 2026 and reflected an earlier public-company ownership structure. The post-closing voting structure is controlled through Class A shares held by the Ellison family and RedBird.
Did WBD shareholders elect the new parent’s directors?
Not under the former WBD voting system. The WBD shareholder process approved the merger transaction; after closing, governance of the combined parent follows Skydance’s Class A/Class B structure and parent-level corporate organs.
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At closing, each WBD share was canceled in exchange for the merger consideration specified in the agreement, including the $31.00 cash amount and any applicable ticking consideration. The merger proxy also described appraisal rights, which are separate from ordinary market trading and must be pursued under the applicable legal procedure.
How to read future ownership and governance filings
Future filings should be read in two layers. First, identify the parent company’s equity classes and the holders of voting shares. Second, distinguish parent-level control from the authority delegated to WBD as an operating subsidiary. A filing that lists a large economic investment does not necessarily confer voting control, and a filing that names a WBD executive does not necessarily show who controls the parent board.
The key factual baseline is therefore date-specific: WBD’s old one-class public-company model ended on October 6, 2026. From that date forward, ownership questions concern the Skydance parent, its Class A voting shares and the governance arrangements that direct the wholly owned WBD subsidiary.
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