Warner Bros. Discovery Inc. has entered exclusive negotiations to sell its film and TV studios and HBO Max streaming service to Netflix Inc., according to people familiar with the discussions.

Netflix is offering a $5 billion breakup fee if regulators don’t approve the deal, said the people, who asked to not be identified because the discussions are private. The two companies could announce a deal as soon as in the coming days, assuming talks don’t fall apart, the people said. The move suggests Netflix has pulled ahead of Paramount Skydance Corp. and Comcast Corp., who were also competing for the asset.

Prior to the closing of the sale, Warner Bros. — valued at more than $60 billion overall — will complete the planned spinoff of cable channels including CNN, TBS and TNT.

A deal, if cons

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