News & Events

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

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 29, 2026, Warner Bros. Discovery, Inc. (“we,” “us,” “our,” “WBD” or the “Company”) and our wholly-owned subsidiary Discovery Communications, LLC (“DCL”) entered into an employment agreement with Gunnar Wiedenfels, our Chief Financial Officer (the “New Agreement”). The New Agreement will become effective as of July 11, 2026 (the “Effective…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on February 27, 2026, Warner Bros. Discovery, Inc. (“WBD,” “we,” “us,” “our” or the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Paramount Skydance Corporation (“PSKY”) and Prince Sub Inc. (“Merger Sub”)…

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…

Entry into a Material Definitive Agreement. On January 19, 2026, Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), Netflix, Inc., a Delaware corporation (“Netflix”), Nightingale Sub, Inc., a Delaware corporation and wholly owned subsidiary of Netflix (“Merger Sub”), and New Topco 25, Inc., a newly formed Delaware corporation and wholly owned subsidiary of WBD (“NewCo”), entered into an Amended and Restated Agreement and Plan of Merger (the “Amended and Restated Merger Agreement”),…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 16, 2025, as amended on June 17, 2025, Warner Bros. Discovery, Inc. (“we,” “us,” “our” or the “Company”) and our wholly-owned subsidiary, Discovery Communications, LLC, entered into an employment agreement with David Zaslav,…

Entry into a Material Definitive Agreement. On December 4, 2025, Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), Netflix, Inc., a Delaware corporation (“Netflix”), Nightingale Sub, Inc., a Delaware corporation and wholly owned subsidiary of Netflix (“Merger Sub”), and New Topco 25, Inc., a newly formed Delaware corporation and wholly owned subsidiary of WBD (“NewCo”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, subject to the terms o…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On December 3, 2025, the compensation committee of WBD’s board of directors (the “Compensation Committee”) adopted a transaction bonus program (the “Transaction Bonus Program”), the purpose of which is both to recognize and incentivize the contributions of selected key employees, which may include WBD’s executive officers other than its Chief Execu…

Other Events. On December 4, 2025, WBD entered into the Merger Agreement, by and among WBD, Netflix, Merger Sub and New Company. Important Information about the Transaction and Where to Find It This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. This communication may be deemed to be solicitation material in respect of the proposed transaction between WBD and Netflix (the “proposed transaction…

of Form 8-K, the Company will amend this Current Report on Form 8-K within four business days after such information is determined or becomes available. There are no family relationships between Mr. Rauch and any director or executive officer of the Company, and no arrangements or understandings between Mr. Rauch and any other person pursuant to which Mr. Rauch was appointed to serve as Chief Accounting Officer of the Company. There are no transactions in which Mr. Rauch has an interest requi…

Other Events. On January 28, 2025, WarnerMedia Holdings, Inc. (“WMH”), a Delaware limited liability company and wholly owned subsidiary of Warner Bros. Discovery, Inc. (“WBD”), issued a conditional notice for the redemption in full of all $1,500,000,000 aggregate principal amount of its outstanding 6.412% Senior Notes due 2026 (CUSIP: 55903VBG7) (the “Notes”), in accordance with the terms of the indenture governing the Notes, subject to the satisfaction (or waiver by WMH in its sole discretio…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On December 28, 2024, Li Haslett Chen notified the Warner Bros. Discovery, Inc. (the “Company”) Board of Directors (the “Board”) of her decision to resign from the Company’s Board, effective as of January 31, 2025. Ms. Chen is a member of the Company's Nominating and Corporate Governance Committee. Her term was scheduled to expire at the Company's 2…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On September 16, 2024, the Board of Directors (the "Board") of Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the “Company”) adopted a resolution to increase the size of the Board to twelve directors, as permitted under the Company's Second Restated Certificate of Incorporation and the Company's Amended and Restated Bylaws. Following the…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On March 29, 2024, each of Steven A. Miron and Steven O. Newhouse notified the Warner Bros. Discovery, Inc. (the “Company”) Board of Directors (the “Board”) of his decision to resign from the Company’s Board and its committees, effective as of March 29, 2024. Each of Messrs. Miron and Newhouse are Class III directors whose terms were scheduled to ex…

is being furnished 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, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. Cautionary Statement Concerning Forward-Looking Statements Information set forth in…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On March 21, 2023, the Board appointed Mr. Lowe to serve on the Audit Committee and the Compensation Committee of the Board, each such appointment effective as of April 2, 2023. Mr. Lowe will be compensated for his services on the Audit Committee and the Compensation Committee of the Board pursuant to the compensation program for non-employee direct…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers Amendment to David Zaslav Employment Agreement In connection with the broader incremental incentive compensation program described above, and in furtherance of our initiatives with respect to free cash flow and leverage reduction, on March 5, 2023, the Company and David Zaslav, our Chief Executive Officer, have agreed to amend his employment agreeme…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers As previously disclosed, on January 4, 2023, Robert R. Bennett notified the Warner Bros. Discovery, Inc. (the “Company”) Board of Directors (the “Board”) of his decision to resign from the Company’s Board, effective as of April 1, 2023. On January 17, 2023, in accordance with the procedures set forth in the Company’s Second Restated Certificate of I…

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers On January 4, 2023, Robert R. Bennett notified the Warner Bros. Discovery, Inc. (the “Company”) Board of Directors (the “Board”) of his decision to resign from the Company’s Board, effective as of April 1, 2023. Mr. Bennett is a Class I director whose term was scheduled to expire at the Company's 2023 Annual Meeting of Stockholders and a member of t…