Where the Paramount-WBD merger antitrust review stands now

As of Aug. 3, 2026, the Paramount-Warner Bros. Discovery merger antitrust review is not waiting on one regulator. The DOJ has closed its investigation. Twelve state attorneys general have the deal restrained in federal district court. The European Commission has cleared with conditions. The UK timetable remains live. China, Australia, Brazil and India are listed as cleared in the current review record, with source gaps noted below.

The practical close-control point today is the Northern District of California. A DOJ no-action close does not override a temporary restraining order, and foreign clearances do not cure a pending state Clayton Act injunction request.

Status map as of Aug. 3, 2026

Deal capsule, with the value figures kept in their lanes

Paramount announced the definitive agreement on Feb. 27, 2026, describing an all-cash acquisition of Warner Bros. Discovery at $31 per share, with approximately $81 billion of equity value and approximately $110 billion of enterprise value. The same release said the companies expected closing in the third quarter of 2026, subject to approvals and customary closing conditions. [1]

Those figures should not be collapsed into a single shorthand. Headlines and later reports have alternated between an $81 billion equity framing and roughly $110 billion or $110.9 billion enterprise-value framing. For close analysis, the source document’s distinction matters: $31 per share is the consideration, approximately $81 billion is the equity value, and approximately $110 billion is the enterprise value. [1]

The court track is the gatekeeper now

California and New York announced the state challenge on July 13, 2026, describing a coalition suit to block the transaction under Section 7 of the Clayton Act. California’s release framed the transaction as a $110 billion Warner Bros.-Paramount deal and said the complaint challenged the merger’s effects in pay television, streaming and related media markets. New York’s release likewise described an action to block Paramount’s merger with Warner Bros. Discovery. [3][4]

The case is in the Northern District of California, docketed as 4:26-cv-07116. Judge Araceli Martinez-Olguin granted a temporary restraining order on July 20, 2026, according to AP’s account of the order, and the TRO was extended through at least Aug. 17 while the preliminary-injunction process proceeds. [5]

That is the operative constraint. A state Section 7 case can hold a transaction even when the federal antitrust agency has chosen not to sue. For the site’s fuller treatment of that enforcement question, see Why State AGs Can Block the Paramount-WBD Merger the DOJ Cleared. For the current US litigation calendar and freeze posture, see State Antitrust Suit Tests Cleared Paramount-Warner Merger.

The complaint theories are not repeated here at length because the control question is procedural: the states have a TRO, the PI hearing is set for today, and the TRO horizon runs to at least Aug. 17. Market-definition disputes and Section 7 theory are treated separately in The Paramount-WBD Merger and the Unsettled Future of Section 7.

DOJ clearance: closed investigation, not a closing order

The DOJ Antitrust Division closed its investigation on June 12, 2026. Its statement said the Division reviewed more than two million documents from more than 80 custodians during an eight-month investigation, and found that the transaction was not likely to substantially lessen competition in subscription video on demand, linear television or theatrical film distribution. [2]

The Division also rejected two theories that had attracted attention earlier in the review: an analogy to Disney/Fox event-study evidence and a labor-input theory. DOJ did not impose conditions in closing the investigation. [2]

The HSR timing history sits behind that result. Paramount’s Feb. 10, 2026 release said the companies had received a second request on Dec. 23, 2025, and that Paramount had certified substantial compliance on Feb. 9, 2026. The same release said the HSR waiting period would expire on Feb. 19, 2026 at 11:59 p.m. Eastern time unless extended by the parties or terminated earlier. [9]

That sequence matters because it separates statutory waiting-period mechanics from substantive closing risk. The HSR waiting period expiring, and DOJ later closing its investigation, are federal agency events. They do not dissolve a state-court restraint.

Europe: conditional clearance is still an obligation

The European Commission announced conditional approval on July 22, 2026. Reuters reported the operational conditions: Paramount must exit the UIP film-distribution joint venture with Universal in Europe within 13 months of closing, and Paramount may not enter a film-distribution deal with Universal in Europe for 10 years. [6][7]

The conditional form of the EU clearance should not be filed under “done” in the same way as an unconditional no-action close. It is not the forum currently stopping the transaction, but it creates a post-closing compliance file. Counsel tracking close conditions should separate the EU approval event from the later obligation to implement the remedy.

One limit should remain visible: the European Commission press-corner source is cited below, but the remedy detail used here is taken from Reuters because the Commission page did not render during research capture. Any publication update should check the Commission decision text before expanding the remedy description beyond the UIP exit and 10-year restriction. [6][7]

UK still pending; other listed jurisdictions no longer control the close

The UK CMA is the remaining agency calendar item in the supplied status record, with phase 3 due Aug. 7, 2026. Because no CMA case-page link is available here, that entry should be treated as date-verified only against the supplied review calendar, not as source-complete. It should be replaced with the CMA docket link as soon as the case page or decision notice is available.

China, Australia, Brazil and India are listed as cleared on June 17, June 10, July 9 and July 27, 2026, respectively, in the supplied review calendar. No unresolved condition or future deadline was supplied for those jurisdictions. No primary-source links are available here for those clearances, so they should not be used as the evidentiary basis for a detailed foreign-law discussion without further source checks.

The delay mechanics now matter more than the press shorthand

CNBC reported on July 24, 2026 that the parties froze the transaction and pushed the outside date to as late as June 1, 2027 after the TRO. CNBC also described a termination-fee figure of about $7 billion and said delay could add about $1.7 billion in ticking-fee cost if the transaction slips to June 2027. [8]

The fee record needs care. Paramount’s Feb. 10 release described a $0.25-per-share-per-quarter ticking fee beginning Jan. 1, 2027 and a $5.8 billion reverse termination fee, while later reporting in the supplied materials refers to a ticking-fee start after Sept. 30, 2026 and a roughly $7 billion termination-fee framing. Those are not interchangeable figures. Until the underlying merger agreement amendments and stipulations are checked together, the safer statement is that delay has a material per-quarter cost and that the outside date has moved to June 1, 2027 as reported after the TRO. [8][9]

For board materials, the difference is practical. A regulator closing an investigation reduces one condition. A court order holding the status quo prevents the parties from acting on that clearance. A conditional EU approval creates a separate compliance workstream. A pending UK deadline keeps a foreign-agency item open. A shifted outside date buys time, but it also changes the economics of waiting.

Political allegations are not the docket posture

The record includes widely reported but unadjudicated political-influence allegations involving the Ellison-Trump relationship, promised CNN changes, foreign ownership through Gulf sovereign wealth funds and CFIUS-avoidance structuring. Those allegations may be relevant to reporting context, but they do not change today’s close-control answer unless they appear in an operative order, agency decision or enforceable closing condition.

The same discipline applies to market-share figures. The supplied materials flag different cable-channel and basic-cable licensing share formulations. They should not be blended. If a later update needs those numbers, it should quote the complaint, the state releases or the court record in the same metric each source used.

What changes the answer next

The next record-changing event is the Aug. 3 preliminary-injunction hearing in the Northern District of California, followed by the current TRO horizon of at least Aug. 17. The next agency date in the supplied record is the UK CMA phase 3 deadline on Aug. 7. The EU item is not a hearing date; it is a remedy-compliance file that matters if the transaction reaches closing.

So the operative answer to “where does the Paramount WBD merger antitrust review stand now” is forum-specific. DOJ has cleared. The states have the active restraint. The EU has conditioned approval. The UK is still pending in the supplied calendar. The other listed jurisdictions are cleared but source-link incomplete here. As of Aug. 3, 2026, closing depends first on what the federal district court allows while the state Clayton Act challenge proceeds.

References

1. Paramount to Acquire Warner Bros. Discovery to Form Next Generation Global Media and Entertainment Company — Paramount, Feb. 27, 2026
2. Statement from the Department of Justice Antitrust Division on Closing its Investigation into the Merger of Paramount and Warner Bros. Discovery — DOJ Antitrust Division, June 12, 2026
3. Attorney General Bonta Files Lawsuit to Block $110 Billion Warner Bros.-Paramount Merger — California Attorney General, July 13, 2026
4. Attorney General James Sues to Block Paramount’s Merger with Warner Bros. — New York Attorney General, July 13, 2026
5. Warner Bros.-Paramount merger temporarily blocked by federal judge — AP, July 20, 2026
6. EU regulators clear with conditions Paramount's $110 billion bid for Warner Bros. — Reuters, July 22, 2026
7. Mergers: Commission clears acquisition of Warner Bros. Discovery by Paramount, subject to conditions — European Commission, July 22, 2026
8. Paramount-WBD merger delayed to as late as June 2027 — CNBC, July 24, 2026
9. Paramount Enhances Its Superior $30 Per Share All-Cash Offer for Warner Bros. Discovery and Provides Update on Regulatory Progress — Paramount, Feb. 10, 2026