Netflix is weighing a decisive shift in one of the most consequential media deals in years, as it considers amending its bid for Warner Bros. Discovery to make it entirely cash-based. According to people familiar with the discussions, the move is aimed at reducing complexity, shoring up investor confidence, and neutralizing opposition that has slowed momentum behind a transaction already under intense political and competitive scrutiny.

Why Netflix Is Rethinking the Structure

Under the original terms, Warner Bros. shareholders were set to receive a mix of cash and stock—$23.25 in cash and $4.50 in Netflix shares—alongside protective mechanisms should Netflix’s stock fall below a defined threshold. Since the deal talks became public in October, Netflix shares have dropped roughly 25%, undermining the perceived value of the equity component and introducing volatility into what was meant to be a stabilizing transaction.

An all-cash offer would remove that uncertainty, potentially making the proposal more palatable to skeptical institutional investors and simplifying regulatory review. Cash deals are often favored in contested takeovers, particularly when share-price weakness risks reopening valuation debates.

A Deal Under Siege

After selecting Netflix as its preferred partner in early December, Warner Bros. has faced relentless pressure from a rival suitor, Paramount Skydance. Paramount Chief Executive David Ellison, backed by his father Larry Ellison, has mounted a multi-pronged campaign to derail the Netflix transaction.

That effort includes a tender offer for Warner shares, a personal guarantee supporting $40.4 billion in financing, and legal action demanding greater transparency into Warner’s valuation analysis of the Netflix bid. Paramount has also signaled plans to nominate directors to Warner’s board, escalating the fight into a full-blown governance battle.

Market Reaction Signals Rising Stakes

Investors responded quickly to reports of Netflix’s deliberations. Warner Bros. shares jumped as much as 3.9%, reflecting optimism that a revised structure could unlock greater certainty—or even provoke a higher bid. Netflix shares also gained, rising as much as 2%, suggesting that markets may view an all-cash proposal as a disciplined attempt to regain control of the narrative rather than a sign of weakness.

The reaction highlights how finely balanced sentiment has become. Institutional investors are split, weighing the strategic logic of combining streaming scale with Warner’s deep content library against concerns over leverage, integration risk, and long-term returns in a maturing streaming market.

A Bellwether for Media Consolidation

Beyond the immediate contest, the outcome carries broader implications. The streaming industry is under pressure to consolidate as subscriber growth slows and content costs remain elevated. A successful all-cash Netflix acquisition of Warner’s studios and streaming assets would mark one of the most aggressive bets yet on scale as a survival strategy.

At the same time, the political backdrop remains fraught. Lawmakers have already raised concerns about market concentration and cultural influence, adding another layer of uncertainty to the timeline.

Looking ahead, Netflix’s next move could determine whether this deal progresses toward closure or devolves into a prolonged proxy war. For markets, the episode