The simple version

Warner Bros. Discovery stockholders voted to approve a merger with Paramount Skydance on April 23, 2026. That was nearly five months ago. The deal has still not closed.

In April the company expected the deal to close in the third quarter of 2026. In August it said the closing was on hold while lawsuits seeking to block the merger are decided. A shareholder vote is one condition on a list, and the conditions that take the longest do not belong to the shareholders.

The numbers

• Stockholders approved the merger agreement on April 23, 2026 (Warner Bros. Discovery, press release, April 23, 2026)
• At that time the company stated the transaction was expected to close in the third quarter of 2026, subject to customary closing conditions, including regulatory clearances (Warner Bros. Discovery, press release, April 23, 2026)
• In July 2026, two lawsuits seeking to block the merger were filed in federal court in California by a coalition of twelve state attorneys general and two writers' guilds, alleging the combination would reduce competition (Warner Bros. Discovery, Form 10-Q for the quarter ended June 30, 2026)
• On July 24, 2026, the defendants agreed not to complete the merger until the earlier of five days after the court decides those cases on the merits or June 1, 2027 (Warner Bros. Discovery, Form 10-Q)
• In its August 6, 2026 shareholder letter the company said the closing of the transaction is on hold until the earlier of five days after legal proceedings are complete or June 1, 2027 (Warner Bros. Discovery, second quarter 2026 shareholder letter)
• Either company may end the agreement if the merger has not been completed on or before March 4, 2027, a date that extends to June 4, 2027 in certain circumstances (Warner Bros. Discovery, Form 10-Q)
• Each share is to be exchanged for $31.00 in cash, plus a daily addition if the closing happens after September 30, 2026, capped at $0.25 per share for each 90-day period (Warner Bros. Discovery, Form 10-Q)

A vote is one condition. The slow ones belong to regulators and courts.

A merger agreement is a contract with a list of conditions attached. Every condition has to be satisfied before the deal can close. The shareholder vote is one of them.

The conditions that take the longest are usually the government ones. Antitrust regulators review whether combining two companies harms competition. That review runs on its own timetable, and the companies do not control it.

A court can hold a closing too. Here, a coalition of state attorneys general and two writers' guilds sued in July to block the merger, and the company's quarterly report says the defendants agreed on July 24 not to complete the deal until the court rules on those cases or June 1, 2027, whichever comes first.

There are others. Approvals from regulators in other countries, transfers of licenses, and financing conditions all sit on the same list. Any one of them can add months.

This is why a company can say a deal is expected to close in a given quarter, mean it honestly, and watch the quarter run out. The estimate describes a process, not a promise about the calendar. In this case the company revised it in August, before the quarter ended, to say the closing was on hold.

Why the stock does not simply jump to the deal price

When a buyer agrees to pay a set amount per share, you might expect the target company's stock to move straight to that number. It usually does not. It trades somewhat below.

That gap has two parts. One is time, because money you receive later is worth less than money you receive now. The other is doubt, because some announced deals never close.

The size of the gap is the market's running estimate of both at once. A wide gap means more perceived risk or a longer expected wait. A narrow gap means the opposite.

The Real Cost lens on waiting for a deal to close

That gap costs the shareholder who wants out today. Here is the arithmetic, using round numbers we picked to show the shape.

• Assume a buyer has agreed to pay $30 per share, and the stock trades at $28.
• A shareholder who sells today receives $28 per share.
• A shareholder who waits for the deal to close receives $30 per share, if it closes.
• The $2 difference works out to about 7.1% of the $28 price, and that is what the market is charging for the wait and the uncertainty.

Those numbers are ours, chosen to show the structure, not figures from this transaction or any other. The discount is not the market saying a deal is bad. It is the market putting a price on time and doubt.

Some agreements write a price for the wait into the contract itself. This one does. If the closing comes after September 30, 2026, the cash paid for each share rises by a small daily amount, capped at $0.25 per share for each 90-day period, according to the company's quarterly report.

What this means

If you hold shares in a company that has agreed to be acquired, the vote is not the moment that decides anything. The regulatory reviews and any court challenges are. They are slower, they are less predictable, and they are why large deals routinely take the better part of a year.

The reverse holds too. A deal that closes quickly usually did so because nothing on the condition list was contested, not because anyone found a way to hurry.

What this is NOT

This article does not predict whether any transaction will close, when it will close, or on what terms, and it takes no position on either company, on the merits of the combination, on the lawsuits described here, or on how they should be decided. It is not a recommendation to buy, sell, hold, or avoid any security. The section on the price gap explains what that gap represents, and it is not a strategy: trading around announced mergers is a professional activity with risks this article does not cover and does not recommend. The dollar figures in the Real Cost section are illustrations using round numbers we chose, not figures from this transaction or any other. Figures describing this transaction come from the company's own public disclosures, and an expected closing timeline stated in a disclosure is an estimate that companies revise.

Sources

• Warner Bros. Discovery, stockholders approve transaction with Paramount Skydance, April 23, 2026: https://www.wbd.com/news/warner-bros-discovery-stockholders-approve-transaction-paramount-skydance
• Warner Bros. Discovery, Form 10-Q for the quarter ended June 30, 2026, filed August 6, 2026: https://www.sec.gov/Archives/edgar/data/1437107/000143710726000075/wbd-20260630.htm
• Warner Bros. Discovery, second quarter 2026 shareholder letter, Exhibit 99.2 to Form 8-K, August 6, 2026: https://www.sec.gov/Archives/edgar/data/1437107/000143710726000072/wbd2q26shareholderletter.htm