Will the EU Commission open a Phase II investigation into the Netflix-WBD merger by September 30, 2026?

The question has a critical sequential dependency: WBD separation (expected Q3 2026) must complete before EU merger notification can be filed, and Phase I review takes ~5 weeks before Phase II can even be opened. If separation completes early Q3 (July), notification in July/August gives barely enough time for Phase I to conclude and Phase II to open by September 30. But if separation slips to late Q3, the timeline becomes impossible. Experts expect Phase II substantively, but the procedural sequencing creates a ~40-50% probability that notification simply cannot occur early enough. Weighting the substantive likelihood (~70-75% that Phase II would occur if timing permits) against the timing constraint (~50-55% that timing permits), I estimate ~37%.

The analysis facts establish that experts broadly expect Phase II investigation, and the combined Netflix-HBO Max market share (~30.7% U.S. SVOD, likely higher under EU market definitions) makes serious competition concerns likely in Phase I. The Disney-Fox precedent -- the closest comparison per three-lens agreement -- did face EU in-depth review. The key constraint is notification timing: WBD separation expected Q3 2026 creates a tight but plausible window. Netflix has incentive to file EU notification as early as possible (even before full separation) to avoid compounding regulatory delays. Pre-notification discussions with DG Competition could accelerate Phase I. I weight timing feasibility at ~55-60% and substantive Phase II likelihood at ~70-75%, yielding ~42%.

I focus on the resolution criteria carefully: resolves NO if merger notification has not been filed by September 30. The analysis facts note WBD separation expected Q3 2026 and deal close 12-18 months from December 2025 (i.e., December 2026 to June 2027). Netflix may strategically delay EU notification to gain clarity on the U.S. DOJ track first -- dual-jurisdiction coordination often leads parties to sequence filings. The factors against Phase II by September 30 explicitly include 'Netflix delays EU notification pending U.S. regulatory clarity' and 'deal abandoned before EU notification filed.' Between separation timing risk (~35-40% probability notification is too late), strategic delay risk (~15-20%), and Phase I clearance without Phase II (~15-20% conditional on timely notification), I estimate only 33% probability of Phase II by September 30.

The timeline constraint is the dominant factor. EU Phase II requires: (1) WBD separation complete, (2) formal notification filed, (3) Phase I review (~25 working days), (4) Phase II decision. With WBD separation expected Q3 2026, the earliest realistic notification is mid-2026, giving approximately 3-4 months for Phase I plus Phase II opening. This is tight but feasible if separation is on the early end of Q3. The substantive case for Phase II is strong -- ~30.7% combined market share, MEP pressure, and the Disney-Fox precedent all point toward in-depth review. But the conditional probability structure (timing must work AND substantive concerns must trigger Phase II) produces a moderate probability around 38%.

EU antitrust experts broadly expect Phase II -- this is the committee's established finding with E1-E2 evidence level. The Disney-Fox precedent (the closest comparison per three-lens agreement) faced EU in-depth review for a similarly large media merger. The question is primarily about timing. Under the EU Merger Regulation, parties often engage in pre-notification discussions lasting 4-8 weeks before formal filing, and Netflix could begin these well before WBD separation completes. If pre-notification starts in Q2 2026 and formal notification in June-July, Phase I could conclude by August, leaving time for Phase II opening by September 30. The DOJ second request (January 2026) actually incentivizes Netflix to advance all regulatory tracks simultaneously rather than sequentially, to compress total deal timeline.

The analysis identifies multiple paths to NO resolution that collectively outweigh the YES scenario. The deal could be abandoned before EU notification (DOJ proceedings create significant uncertainty). WBD separation could be delayed past Q3 2026. Netflix could strategically delay EU filing. Even with timely notification, Phase I could clear with conditions (the analysis notes experts expect conditions, and Phase I clearance with conditions does not require Phase II). The Amazon-iRobot precedent shows deals can be abandoned under regulatory pressure before reaching advanced review stages. With the U.S. track already creating major headwinds, the EU track may never reach Phase II within the timeframe because the deal itself may not survive long enough.

Experts expect Phase II substantively, but the September 30 deadline creates a tight timeline. WBD separation in Q3 2026 means notification likely mid-2026 at earliest, with Phase I taking ~5 weeks. The procedural sequencing makes this roughly a coin flip, tilted slightly toward NO because of multiple delay scenarios. Disney-Fox precedent supports the substantive case for Phase II.

The resolution criteria resolve NO if notification hasn't been filed by September 30. WBD separation expected Q3 2026 is a broad window that could mean July or September. Even early Q3 completion leaves minimal time for Phase I review before September 30. Combined with deal abandonment risk from DOJ proceedings and strategic delay incentives, the probability is below the midpoint.

The ~30.7% combined market share and MEP pressure make Phase II substantively likely, but the procedural timeline is the binding constraint. Phase I review alone takes 25 working days after notification. If notification occurs in July 2026 (earliest realistic), Phase I concludes in August/September, and Phase II could open by September 30 -- but any delay breaks the chain. Probability reflects high substantive likelihood discounted heavily for timing risk.