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Warner Bros. Discovery (NASDAQ: WBD) ties bridge loan maturity to spin-off

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc., through its wholly owned subsidiary Discovery Global Holdings, Inc., amended its existing non-investment grade leveraged bridge loan agreement. The amendment extends the bridge loan’s maturity to the earlier of June 30, 2027 or the date a specified spin-off occurs, with Warner Bros. Discovery continuing as parent guarantor and JPMorgan Chase Bank, N.A. serving as administrative and collateral agent.

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Insights

Warner Bros. Discovery extends key bridge loan maturity.

Warner Bros. Discovery, via Discovery Global Holdings, Inc., amended a non-investment grade leveraged bridge loan so that it now matures at the earlier of June 30, 2027 or the date a defined spin-off occurs. The company remains the parent guarantor.

This structure ties repayment timing directly to completion of the spin-off, giving lenders and the company a clear linkage between the strategic transaction and the bridge financing. The involvement of JPMorgan Chase Bank, N.A. as administrative and collateral agent continues under the amended terms.

The actual financial impact depends on the bridge loan’s size and pricing, which are not detailed here. Subsequent filings describing the spin-off’s progress and any refinancing plans will clarify how long this bridge facility remains in place relative to the June 30, 2027 outside date.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 18, 2026

 

 

 

LOGO

Warner Bros. Discovery, Inc.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 001-34177

 

Delaware   35-2333914

(State or other jurisdiction

of incorporation)

 

(IRS Employer

Identification No.)

230 Park Avenue South

New York, New York 10003

(Address of principal executive offices, including zip code)

212-548-5555

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Series A Common Stock   WBD   Nasdaq Global Select Market
4.302% Senior Notes due 2030   WBDI30, WBDI30A   Nasdaq Global Market
4.693% Senior Notes due 2033   WBDI33, WBDI33A   Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Item 1.01

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 Loan Agreement”), among DGH, as borrower, the Company, as parent guarantor, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, pursuant to which the parties thereto agreed, among other things, to extend the maturity of the bridge loan to the earlier of (x) June 30, 2027 and (y) the date that the Spin-Off (as defined in the Bridge Loan Agreement) occurs.

The foregoing description of the Bridge Loan Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Bridge Loan Amendment, which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 2.03

Creation of a Direct Financial Obligation

The information in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit
Number
  

Description

10.1*    Amendment No. 1 to Bridge Loan Agreement, dated as of February 18, 2026, among Discovery Global Holdings, Inc. (f/k/a WarnerMedia Holdings, Inc.), Warner Bros. Discovery, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A. as collateral and administrative agent
101    Inline XBRL Instance Document - the instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

*

Certain exhibit(s) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 18, 2026   WARNER BROS. DISCOVERY, INC.
    By:  

/s/ Gunnar Wiedenfels

    Name:   Gunnar Wiedenfels
    Title:   Chief Financial Officer

FAQ

What did Warner Bros. Discovery (WBD) change in its bridge loan on February 18, 2026?

Warner Bros. Discovery amended its non-investment grade leveraged bridge loan through Discovery Global Holdings, Inc. The amendment extends the loan’s maturity to the earlier of June 30, 2027 or the date a defined spin-off occurs, with the company remaining as parent guarantor.

Which subsidiary of Warner Bros. Discovery (WBD) is the borrower under the amended bridge loan?

Discovery Global Holdings, Inc., formerly known as WarnerMedia Holdings, Inc., is the borrower under the amended bridge loan. It is a wholly owned subsidiary of Warner Bros. Discovery, and the parent company continues to provide a guarantee for the obligations under this agreement.

How is the maturity of Warner Bros. Discovery’s amended bridge loan determined?

The bridge loan now matures on the earlier of two dates: June 30, 2027, or the date a specified spin-off, as defined in the bridge loan agreement, occurs. This links repayment timing directly to completion of that strategic transaction, whichever happens first.

Who acts as administrative and collateral agent for Warner Bros. Discovery’s amended bridge loan?

JPMorgan Chase Bank, N.A. serves as both administrative agent and collateral agent under the amended bridge loan agreement. It performs these roles for the lending group that is party to the bridge facility alongside Discovery Global Holdings, Inc. and Warner Bros. Discovery.

What document contains the full terms of Warner Bros. Discovery’s Bridge Loan Amendment?

The complete terms are set out in Amendment No. 1 to the Bridge Loan Agreement dated February 18, 2026. This amendment is filed as Exhibit 10.1 and is incorporated by reference into the current report detailing the financing change.

Filing Exhibits & Attachments

5 documents
WARNER BROS DISCOVERY INC

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