Under the terms of its revised offer, Paramount:

• Increased the purchase price to $31.00 per WBD share in cash for 100% of the company,
• Accelerated timing of the daily "ticking fee" of $0.25 per quarter to commence after September 30, 2026, until the consummation of the Paramount transaction,
• Increased the regulatory termination fee to $7 billion in the event the transaction does not close due to regulatory matters,
• Reaffirmed it will pay the $2.8 billion termination fee which WBD would be required to pay to Netflix to terminate its existing Netflix merger agreement,
• Reaffirmed it will eliminate WBD's potential $1.5 billion financing cost associated with its debt exchange offer,
• Agreed to an obligation to contribute additional equity funding to the extent needed to support the solvency certificate required by PSKY's lending banks, and
• Agreed to a "Company Material Adverse Effect" definition that excludes the performance of WBD's Global Linear Networks business.

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