Topic / Subject
Paramount Skydance says the U.S. antitrust waiting period has expired for its proposed all-cash bid for Warner Bros. Discovery — even though there’s still no signed merger deal with WBD.

TL;DR
Paramount is basically saying “the HSR clock ran out.” But without a definitive agreement, this isn’t a real merger yet — and regulators can still come back with problems later.

Key Details

• Per Paramount Skydance’s 8-K, the Hart-Scott-Rodino waiting period expired on Feb. 19, 2026 at 11:59 p.m. ET after it certified compliance with the DOJ’s Second Request.
• Per the 8-K, the HSR expiration means there’s no statutory U.S. antitrust impediment to closing — but the transaction still requires a definitive merger agreement with WBD, shareholder approval, and other regulatory clearances.
• Per Reuters, the proposal is an all-cash offer valued at about $108.4 billion.
• Per Reuters, DOJ can still investigate and sue to block a deal even after the waiting period expires.
• Big missing piece: Per the intake, there’s still no definitive merger agreement announced with WBD.

Breakdown
This is an “almost but not really” milestone — and Paramount Skydance is clearly trying to make it sound like momentum.

Per the 8-K, Paramount Skydance says it has cleared the HSR waiting-period step after complying with the DOJ’s Second Request. That’s meaningful because Second Request compliance is usually the part that drags, and the waiting period is a formal checkbox.

But here’s the catch: per the same filing, they still need a definitive merger agreement with Warner Bros. Discovery, plus shareholder approval and additional regulatory clearances. In other words, the filing reads like, “We’ve cleared a gate… on a road we haven’t legally entered yet.”

Reuters adds the reality check: even after the waiting period expires, DOJ can still investigate and sue to block. So the “HSR clock expired” line is not a get-out-of-jail-free card — it’s more like “we didn’t get stopped at this toll booth.”

What to Watch Next

• Whether WBD actually signs a definitive merger agreement (the real “deal is real” moment)
• Any public response or posture from WBD leadership/board
• Whether DOJ or other regulators escalate later (even post-expiration)
• Any changes to bid terms, financing, or timeline disclosed in future filings
• Other bidders or strategic alternatives entering the picture (if WBD stays unsigned)

Sources

• Reuters — Paramount says US antitrust waiting period on Warner Bros bid has expired
• Paramount Skydance Corp. — Form 8-K (Feb. 19, 2026)
• Variety — Paramount Skydance, which doesn’t have a deal to buy WBD, claims its takeover has cleared DOJ antitrust review

Comment
If you’re WBD, do you take this as leverage to negotiate harder — or as a red flag that Paramount is trying to force the narrative?