As a result of the consummation of the Merger, at the Effective Time, holders of WBD Common Stock (other than shares of WBD Common Stock canceled for no consideration in accordance with the Merger Agreement or as to which appraisal rights were properly exercised in accordance with the Merger Agreement) immediately prior to such time ceased to have any rights as stockholders of WBD, other than their right to receive the Merger Consideration pursuant to the terms of the Merger Agreement.

As a result of the consummation of the Merger, at the Effective Time, a change in control of WBD occurred and WBD became a wholly owned subsidiary of SKYD. The aggregate Merger Consideration payable by SKYD in connection with the Merger is approximately $78 billion, funded by a combination of equity financing and debt financing.

Entry into a Material Definitive Agreement On October 6, 2026, Deutsche Bank Trust Company Americas, as trustee, and certain subsidiaries of SKYD, including certain subsidiaries of WBD (the “ Guarantors ”), entered into a fourth supplemental indenture to the indenture dated October 5, 2026 (the “ Base Indenture ”), pursuant to which the Guarantors became guarantors under each series of notes issued pursuant to such Base Indenture. On October 6, 2026, the Guarantors also agreed to guarantee th…

Director: The filing describes a complete change in the board and officer roster due to a merger, which is a structural corporate event rather than a routine departure or promotion.

On the Closing Date, WBD notified the Nasdaq Global Select Market (“ Nasdaq ”) of the consummation of the Merger and that each share of WBD Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of WBD Common Stock canceled for no consideration in accordance with the Merger Agreement or as to which appraisal rights were properly exercised in accordance with the Merger Agreement) had been converted into the right to receive the Merger Consideration. WBD…

Pursuant to the Merger Agreement, each share of WBD’s Series A common stock, par value $0.01 per share (“ WBD Common Stock ”), issued and outstanding immediately prior to the effective time of the Merger (the “ Effective Time ”) (other than shares of WBD Common Stock canceled for no consideration in accordance with the Merger Agreement or as to which appraisal rights were properly exercised in accordance with the Merger Agreement) was automatically canceled and converted into the right to rec…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

On the Closing Date, in connection with the consummation of the Merger, WBD repaid all loans and terminated all credit commitments outstanding under (i) that certain First Lien Credit Agreement, dated as of June 4, 2026 (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time prior to the Closing Date), among WBD, as holdco, Discovery Global Holdings, Inc., a Delaware corporation, as parent borrower, the Designated Subsidiary Borrowers (as defi…

Results of Operations and Financial Condition. On August 6, 2026, Warner Bros. Discovery, Inc. ("we," “Warner Bros. Discovery” or the “Company”) released its earnings for the quarter ended June 30, 2026. A copy of Warner Bros. Discovery's earnings press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished pursuant to

Entry into a Material Definitive Agreement. First Lien Credit Agreement On June 4, 2026, Discovery Global Holdings, Inc. (“DGH”), a wholly-owned subsidiary of Warner Bros. Discovery, Inc. (the “Company”), entered into that certain First Lien Credit Agreement (the “First Lien Credit Agreement”) among the Company, as holdco, DGH, as parent borrower, the designated subsidiary borrowers from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A. (“JPM”)…

Creation of a Direct Financial Obligation The information in

Entry into a Material Definitive Agreement. On May 27, 2026, Warner Bros. Discovery, Inc. (the “Company” or “WBD”) announced that its wholly-owned subsidiaries, Discovery Communications, LLC (“DCL”) and Discovery Global Holdings, Inc. (“DGH”, and together with DCL, the “Issuers”), had received the required consents (the “Requisite Consents”) for the adoption of certain proposed amendments (the “Proposed Amendments”) to the indentures governing the Notes (as defined below) in the previously an…

Material Modification to Rights of Security Holders. The disclosures set forth in Item 1.01 (including information incorporated therein by reference) are incorporated by reference into this

Other Events. On May 27, 2026, the Company issued a press release announcing the receipt of the Requisite Consents for the adoption of the Proposed Amendments to the indentures governing the applicable Notes in the previously announced Consent Solicitations. A copy of the Company’s press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. Cautionary Note Concerning Forward-Looking Information This Current Report on Form 8-K (includin…

Other Events. On May 19, 2026, Warner Bros. Discovery, Inc. (the “Company” or “WBD”) issued a press release announcing that its wholly‑owned subsidiaries, Discovery Communications, LLC (“DCL”) and Discovery Global Holdings, Inc. (“DGH”, and together with DCL, the “Issuers”) have commenced solicitations of consents (the “Consent Solicitations”) from holders of certain series of their outstanding notes to adopt certain proposed amendments to the indentures governing such notes. The terms and co…

Results of Operations and Financial Condition. On May 6, 2026, Warner Bros. Discovery, Inc. ("we," “Warner Bros. Discovery” or the “Company”) released its earnings for the quarter ended March 31, 2026. A copy of Warner Bros. Discovery's earnings press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished pursuant to

Chief Financial Officer — Gunnar Wiedenfels: Mr. Wiedenfels' employment agreement was renewed, with no change in his role as Chief Financial Officer.

The filing describes a tax reimbursement agreement related to the potential excise tax exposure for David Zaslav in connection with an upcoming merger.

Other Events. On June 9, 2025, WBD announced its plans to separate WBD, in a tax-free transaction, into two publicly traded companies. Consummation of the Merger is subject to, among other conditions described above, WBD not having completed such separation, and, accordingly, WBD no longer plans to effectuate such separation. Important Information about the Transaction and Where to Find It This communication may be deemed to be solicitation material in respect of the proposed transaction betw…

Termination of a Material Definitive Agreement. As previously disclosed, WBD entered into an Amended and Restated Agreement and Plan of Merger on January 19, 2026 (the “Netflix Merger Agreement”) with Netflix, Inc., a Delaware corporation (“Netflix”), Nightingale Sub, Inc., a Delaware corporation and wholly owned subsidiary of Netflix, and New Topco 25, Inc., a newly formed Delaware corporation and wholly owned subsidiary of WBD. Following the WBD board of directors’ determination that it had…

Entry into a Material Definitive Agreement. On February 27, 2026, Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), Paramount Skydance Corporation, a Delaware corporation (“PSKY”), and Prince Sub Inc., a Delaware corporation and wholly owned subsidiary of PSKY (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which and subject to the terms and conditions therein, at the effective time of the Merger (as defined below) (the “Effective…

Results of Operations and Financial Condition On February 26, 2026, Warner Bros. Discovery, Inc. ("we," “Warner Bros. Discovery” or the “Company”) released its earnings for the quarter and year ended December 31, 2025. A copy of Warner Bros. Discovery's earnings press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished pursuant to

Creation of a Direct Financial Obligation The information in

Entry into a Material Definitive Agreement. Bridge Loan Amendment On February 18, 2026, Discovery Global Holdings, Inc. (formerly known as WarnerMedia Holdings, Inc.) (“DGH”), a wholly-owned subsidiary of Warner Bros. Discovery, Inc. (the “Company”), entered into Amendment No. 1 (“Bridge Loan Amendment”) to that certain Non-Investment Grade Leveraged Bridge Loan Agreement, dated as of June 26, 2025 (the “Existing Bridge Loan Agreement” and, as amended by the Bridge Loan Amendment, the “Bridge…

and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. Important Information about the Transaction and Where to Find It This communication may be deemed to be solicitation material in respect of the proposed transaction between WBD an…