Warner Bros. Discovery closes roughly $78B Skydance merger
Eligible former WBD shareholders' shares converted into a right to receive $31.01666668 in cash per share.
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Rhea-AI Filing Summary
Warner Bros. Discovery, Inc. became a wholly owned subsidiary of Skydance Corporation when the merger closed on October 6, 2026. Skydance’s aggregate merger consideration was approximately $78 billion, funded with equity and debt. Each WBD Series A common share outstanding immediately before the Effective Time, except shares canceled for no consideration or subject to properly exercised appraisal rights, converted into a right to receive $31.01666668 in cash. That amount includes ticking consideration of $0.00277778 per calendar day elapsed after September 30, 2026 through October 6, 2026; aggregate ticking consideration was $41,886,975.78.
At closing, WBD repaid all loans and terminated credit commitments under two credit agreements. WBD Common Stock was delisted from Nasdaq; WBD said it intended to voluntarily delist the Euro Notes and expected to file Form 25 on or around the closing date. WBD’s directors and officers ceased serving, and Merger Sub’s directors and officers became WBD’s. The board also ratified awards covering 396,804 RSUs and issuance of 120,000 common shares after the 2005 Non-Employee Director Incentive Plan expired on May 20, 2025.
Filing Explained
Outstanding director awards and issued shares became cash-payment rights under the merger; the board ratified grants and issuances as of original dates.
With the merger complete, outstanding director awards and 120,000 shares previously issued under 2025 awards became rights to cash payments based on the per-share merger consideration.
The board ratified the post-expiration grants and share issuances as of their original dates, deeming the issued shares duly authorized, validly issued, fully paid and non-assessable. A claim challenging the ratification as void or voidable for failure of authorization must be brought within 120 days of the
Certain WBD subsidiaries were among the subsidiaries that became guarantors of each series of notes issued under the October 5 base indenture and also guaranteed obligations under Skydance’s credit agreement.
The transaction-bonus program had a ceiling of
8-K Event Classification
Key Figures
Key Terms
Ticking Consideration financial
Form 25 regulatory
defective corporate acts regulatory
putative stock regulatory
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
Did WBD stockholders have to approve the RSU ratification?
Which WBD credit agreements were repaid or terminated at closing?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2026 (
(Exact name of registrant as specified in its charter)
Commission File Number:
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(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 |
Name of each exchange on which registered | ||
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. ☐
Introductory Note
On October 6, 2026 (the “Closing Date”), Skydance Corporation (f/k/a Paramount Skydance Corporation), a Delaware corporation (“SKYD”), completed the previously announced acquisition of Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of February 27, 2026 (the “Merger Agreement”), by and among WBD, SKYD and Prince Sub Inc., a Delaware corporation and wholly owned subsidiary of SKYD (“Merger Sub”).
Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into WBD, with WBD surviving as a wholly owned subsidiary of SKYD (the “Merger”).
| Item 1.01 | 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 the obligations under that certain Credit Agreement, dated as of April 7, 2026, as amended on October 6, 2026, among SKYD, the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent.
| Item 1.02 | Termination of a Material Definitive Agreement |
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
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 defined therein) from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as U.S. administrative agent and collateral agent, and J.P. Morgan SE, as non-U.S. administrative agent, and (ii) that certain Credit Agreement, dated as of October 4, 2024 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of June 26, 2025, and as further amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time prior to the Closing Date), among Discovery Communications, LLC, a Delaware limited liability company, WBD, as facility guarantor, the Designated Borrowers (as defined therein) from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as collateral agent.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
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 receive an amount in cash equal to $31.01666668, without interest, which includes the Ticking Consideration (together, the “Merger Consideration”). The “Ticking Consideration” is equal to $0.00277778 multiplied by the number of calendar days elapsed after September 30, 2026 to and including the Closing Date. The aggregate Ticking Consideration payable with respect to shares 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) was an amount in cash equal to $41,886,975.78. Also at the Effective Time:
| • | each outstanding option to purchase shares of WBD Common Stock (a “WBD Option”) granted under any WBD stock plan that was (x) by its terms vested as of the Effective Time or (y) held by a former employee or service provider of WBD (each, a “vested WBD Option”) was canceled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (i) the excess, if any, of the Merger Consideration over the per-share exercise price for such vested WBD Option by (ii) the total number of shares of WBD Common Stock subject to such vested WBD Option immediately prior to the Effective Time; |
| • | each WBD Option that was outstanding and unexercised immediately prior to the Effective Time and that was not a vested WBD Option (an “unvested WBD Option”) with an exercise price per share of WBD Common Stock that was less than the Merger Consideration was assumed by SKYD and automatically converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (i) the excess of the Merger Consideration over the per-share exercise price for such unvested WBD Option, by (ii) the total number of shares of WBD Common Stock subject to such unvested WBD Option immediately prior to the Effective Time; |
| • | each WBD Option with an exercise price per share of WBD Common Stock that was equal to or greater than the Merger Consideration was canceled without any cash payment or other consideration being made in respect thereof; |
| • | each award of restricted stock units (a “WBD RSU”) and each award of performance restricted stock units (a “WBD PRSU”), in each case, corresponding to shares of WBD Common Stock granted pursuant to any WBD stock plan, that was vested in accordance with its terms as of the Effective Time or that was held by a non-employee member of the board of directors of WBD (each, a “vested WBD Stock Unit”), was canceled and converted into the right to receive the Merger Consideration with respect to each share of WBD Common Stock underlying such vested WBD Stock Unit, with the number of shares of WBD Common Stock subject to each vested WBD PRSU determined based on the attainment of the applicable performance measures at the actual level of performance, as determined by the board of directors of WBD or a committee thereof in the ordinary course of business and consistent with past practice; |
| • | each WBD RSU and each WBD PRSU that was outstanding immediately prior to the Effective Time and that was not a vested WBD Stock Unit (each, an “unvested WBD Stock Unit”) was assumed by SKYD and automatically converted into the contingent right to receive the Merger Consideration with respect to each share of WBD Common Stock underlying such unvested WBD Stock Unit, with the total number of shares of WBD Common Stock that were subject to each unvested WBD PRSU determined by assuming (i) in respect of such unvested WBD PRSUs for which the applicable performance period has been completed prior to the Effective Time, actual performance, and (ii) in respect of such unvested WBD PRSUs for which the applicable performance period has not been completed prior to the Effective Time, attainment of the applicable performance measures at the greater of (x) target performance and (y) actual performance extrapolated through the end of the applicable performance period based on actual performance through the Closing Date, as determined by the board of directors of WBD or a committee thereof in good faith and consistent with past practice; |
| • | each deferred stock unit of WBD (a “WBD DSU”) that was outstanding immediately prior to the Effective Time was assumed by SKYD and automatically converted into a right to receive an amount in cash, without interest, equal to the product obtained by multiplying (A) the Merger Consideration by (B) the number of shares of WBD Common Stock subject to such WBD DSU immediately prior to the Effective Time (the “WBD DSU Consideration”), with such WBD DSU Consideration remaining subject to the same terms and conditions that applied to the corresponding WBD DSU immediately prior to the Effective Time (including with respect to timing and form of payment); and |
| • | each notional investment unit with respect to shares of WBD Common Stock (a “WBD Notional Unit”) subject to WBD’s Non-Employee Directors Deferral Plan and WBD’s Supplemental Retirement Plan (each, a “WBD DC plan”) that was outstanding immediately prior to the Effective Time was assumed by SKYD and automatically converted into a notional unit with respect to a number of shares of SKYD’s Class B common stock, par value $0.001 per share (the “Class B Common Stock”) (each, a “SKYD Notional Unit”) equal to the product obtained by multiplying (A) the Equity Award Exchange Ratio (as defined below) by (B) the number of shares of WBD Common Stock subject to such WBD Notional Unit immediately prior to the Effective Time, with each such SKYD Notional Unit remaining subject to the same terms and conditions that applied to the corresponding WBD Notional Unit immediately prior to the Effective Time (including with respect to timing and form of payment), as set forth in the applicable WBD DC plan. The “Equity Award Exchange Ratio” means the quotient obtained by dividing (i) the Merger Consideration by (ii) the per share volume-weighted average trading price of Class B Common Stock for the 15 consecutive trading days ending on (and including) the trading day that is three trading days prior to the Closing Date. |
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the previously filed Current Report on Form 8-K filed by WBD on February 27, 2026 with the U.S. Securities and Exchange Commission (the “SEC”) and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
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 requested that Nasdaq (i) halt trading of WBD Common Stock on Nasdaq prior to the opening of trading on the Closing Date, (ii) withdraw WBD Common Stock from listing on Nasdaq and (iii) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 (the “Form 25”) to effect the delisting of the WBD Common Stock from Nasdaq and the deregistration of WBD Common Stock under Section 12(b) of the Exchange Act. As a result, WBD Common Stock, which previously traded under the symbol “WBD,” will no longer be listed on Nasdaq.
In addition, in connection with the Merger, WBD previously notified Nasdaq that it intends to voluntarily delist from the Nasdaq Global Market the 4.302% Senior Notes due 2030 and 4.693% Senior Notes due 2033 (collectively, the “Euro Notes”) issued by Discovery Global Holdings, Inc., a Delaware corporation and wholly owned subsidiary of WBD, and that it expects to file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 on or around the Closing Date. As a result, the Euro Notes will no longer be listed on the Nasdaq Global Market.
After the Form 25s become effective with respect to the delisting of the WBD Common Stock and the Euro Notes, WBD intends to file a certification on Form 15 with the SEC to terminate the registration of WBD Common Stock and the Euro Notes under the Exchange Act and to suspend WBD’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
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.
| Item 5.01 | Changes in Control of Registrant. |
The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
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.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth in the Introductory Note, Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Directors
In accordance with the terms of the Merger Agreement, as a result of the Merger, each of Samuel A. Di Piazza, Jr., David M. Zaslav, Richard W. Fisher, Paul A. Gould, Debra L. Lee, Joseph M. Levin, Anton J. Levy, Kenneth W. Lowe, Fazal Merchant, Anthony J. Noto, Paula A. Price, Daniel E. Sanchez and Geoffrey Y. Yang ceased to be a director of WBD as of the Effective Time.
In accordance with the terms of the Merger Agreement, as of the Effective Time, each of the directors of Merger Sub became a director of WBD, and, in each case, shall hold office from the Effective Time until his or her respective successor is duly elected or appointed and qualified, or until his or her earlier death, resignation, incapacity or removal.
Officers
In accordance with the terms of the Merger Agreement, as a result of the Merger, each of David M. Zaslav, Gunnar Wiedenfels, Priya Aiyar, Bruce L. Campbell, Jean-Briac Perrette and Lori Locke ceased to be an officer of WBD as of the Effective Time.
In accordance with the terms of the Merger Agreement, as of the Effective Time, each of the officers of Merger Sub became an officer of WBD, and, in each case, shall hold office from the Effective Time until his or her respective successor is duly elected or appointed and qualified, or until his or her earlier death, resignation, incapacity or removal.
In addition, each of Messrs. Zaslav, Wiedenfels and Campbell and Ms. Aiyar will be separating from employment with WBD, in the case of Mr. Zaslav, as of October 6, 2026, and in the case of Messrs. Wiedenfels and Campbell and Ms. Aiyar, as of October 16, 2026. Each officer has entered or will enter into a separation agreement and general release of claims with WBD pursuant to which he or she is eligible to receive separation benefits applicable upon a termination without cause consistent with his or her previously disclosed employment and other applicable agreements.
Transaction Bonuses
On December 3, 2025, the Compensation Committee of the board of directors of WBD (the “Committee”) authorized WBD to establish a cash-based transaction bonus program in an aggregate amount not to exceed $38.7 million to recognize and incentivize the contributions of selected key employees (other than WBD’s Chief Executive Officer) to the success of the Merger. On September 30, 2026, the Committee approved the grant of cash transaction bonuses under such program to certain of WBD’s named executive officers in the following amounts: Mr. Wiedenfels, $2,142,401; Mr. Campbell, $2,946,000; and Mr. Perrette, $2,850,000. All transaction bonus awards granted to WBD’s named executive officers became vested as of the Effective Time and will be paid no later than 60 days following the Closing Date.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation of WBD was amended and restated in its entirety to read as set forth in the form attached as Exhibit A to the Merger Agreement, and the bylaws of WBD were amended and restated in their entirety to be the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to WBD’s name. Copies of the Fourth Restated Certificate of Incorporation of WBD and Third Amended and Restated Bylaws of WBD are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
| Item 8.01 | Other Events. |
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.
Ratification of Grants and Issuances
Following a review, WBD determined that grants of 396,804 WBD RSUs, and issuances of 120,000 shares of WBD Common Stock upon the vesting and settlement of certain of those WBD RSUs under WBD’s 2005 Non-Employee Director Incentive Plan (as amended from time to time, the “Plan”), were inadvertently undertaken after the expiration date of the Plan. On October 2, 2026, the board of directors of WBD adopted resolutions ratifying any potential “defective corporate acts” under the Plan as a result of the failure of such grants and issuances to have been authorized and effected in accordance with the Plan prior to its expiration date.
The statutory notice required by Section 204 of the Delaware General Corporation Law to be given to WBD’s stockholders is set forth in Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 2.1 | Agreement and Plan of Merger, dated February 27, 2026, among Warner Bros. Discovery, Inc., Skydance Corporation (f/k/a Paramount Skydance Corporation) and Prince Sub Inc. (incorporated by reference to Exhibit 2.1 of WBD’s Current Report on Form 8-K filed with the SEC on February 27, 2026). | |
| 3.1 | Fourth Restated Certificate of Incorporation of Warner Bros. Discovery, Inc. | |
| 3.2 | Third Amended and Restated Bylaws of Warner Bros. Discovery, Inc. | |
| 99.1 | Statutory Notice Pursuant to Section 204 of the Delaware General Corporation Law | |
| 101 | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: October 6, 2026 | WARNER BROS. DISCOVERY, INC. | |||||
| By: | /s/ Stephanie Kyoko McKinnon | |||||
| Name: | Stephanie Kyoko McKinnon | |||||
| Title: | Executive Vice President and General Counsel | |||||
Exhibit 99.1
STATUTORY NOTICE PURSUANT TO SECTION 204(G) OF THE DELAWARE GENERAL CORPORATION LAW
Notice is hereby given pursuant to Section 204 of the Delaware General Corporation Law (the “DGCL”), that on October 2, 2026, the Board of Directors (the “Board”) of Warner Bros. Discovery, Inc., a Delaware corporation (the “Company”), adopted resolutions approving the ratification of certain potentially defective corporate acts, as described below, pursuant to Section 204 of the DGCL.
Pursuant to the Warner Bros. Discovery, Inc. 2005 Non-Employee Director Incentive Plan (as amended and/or restated from time to time, the “Plan”), the Company was authorized to grant awards of restricted stock units (“RSUs”) to non-employee directors of the Company (“Nonemployee Directors”), and to issue shares of the Company’s Series A common stock, par value $0.01 per share (“Common Stock”), in settlement of such awards. Although Section 11.6 of the Plan provides that no awards may be made under the Plan on or after May 20, 2025 (the “Expiration Date”), following the Expiration Date, awards covering an aggregate of 396,804 RSUs (the “Award Grants”) were made to Nonemployee Directors in June 2025 (the “2025 Award Grants”) and June 2026, as listed on Schedule 1 to the resolutions attached hereto as Exhibit A. Each Award Grant was approved by the Compensation Committee of the Board prior to grant and was otherwise granted in accordance with the terms and conditions of the Plan. Following completion of the required period of post-award service, an aggregate of 120,000 shares of Common Stock (the “Issued Stock”) were issued to certain Nonemployee Directors in settlement of certain of the 2025 Award Grants, as listed on Schedule 2 to the resolutions attached hereto as Exhibit A. The Board determined that the Award Grants and the issuance of the Issued Stock (collectively, the “Post Expiration Grants and Issuances”) were potentially “defective corporate acts,” and that the Issued Stock may constitute “putative stock,” in each case within the meaning of Section 204 of the DGCL.
The Board determined that the Post Expiration Grants and Issuances arose out of a “failure of authorization” (within the meaning of Section 204 of the DGCL). This failure of authorization occurred because the Award Grants were not authorized and effected in accordance with the terms of the Plan prior to the Expiration Date. The Board determined it to be advisable and in the best interests of the Company and its stockholders to approve the ratification of the Post Expiration Grants and Issuances. On October 2, 2026, the Board ratified, pursuant to Section 204 of the DGCL, the Award Grants, as of the original grant dates, and the issuance of the Issued Stock, as of the original issuance dates, and determined that all of the Issued Stock shall be considered duly authorized, validly issued, fully paid and non-assessable as of the time such Issued Stock was originally issued.
A copy of the resolutions approving the ratification of the Post Expiration Grants and Issuances is attached hereto as Exhibit A. The ratification of the Post Expiration Grants and Issuances is not required to be submitted to the Company’s stockholders for approval under Section 204 of the DGCL.
Any claim that the defective corporate acts (including all putative stock) ratified pursuant to Section 204 of the DGCL in the resolutions attached hereto as Exhibit A are void or voidable due to a failure of authorization, or that the Court of Chancery of the State of Delaware should declare in its discretion that the ratification not be effective or be effective only on certain conditions, must be brought within 120 days from the date of this notice, October 6, 2026.
1
Exhibit A
Resolutions Approving the Ratification of the Defective Corporate Acts
| BACKGROUND | ||
| WHEREAS: | Warner Bros. Discovery, Inc. (the “Company”) entered into an Agreement and Plan of Merger, dated as of February 27, 2026, by and among the Company, Paramount Skydance Corporation, a Delaware corporation (“Buyer”), and Prince Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Buyer (the “Merger Agreement” and the transactions contemplated thereby, the “Merger”) (capitalized terms used but not defined herein shall have the respective meanings attributed to such terms in the Merger Agreement). | |
| RATIFICATION OF THE GRANT OF CERTAIN GRANTS AND ISSUANCES | ||
| WHEREAS: | Pursuant to the Warner Bros. Discovery, Inc. 2005 Non-Employee Director Incentive Plan (as amended and/or restated from time to time, the “Plan”), the Company was authorized to grant Awards of Restricted Stock Units (as such terms are defined in the Plan), and issue Company Stock in settlement of such Awards, to non-employee members of the Board (“Nonemployee Directors”). | |
| WHEREAS: | Although Section 11.6 of the Plan provides that no Awards may be made under the Plan on or after May 20, 2025 (the “Expiration Date”), following the Expiration Date, the Awards listed on Schedule A to these resolutions (the “Award Grants”) were made to Nonemployee Directors in each of June 2025 (the “2025 Award Grants”) and June 2026 (the “2026 Award Grants”), with each such Award being approved by the Compensation Committee of the Board (the “Compensation Committee”) prior to grant and otherwise granted in accordance with the terms and conditions of the Plan. | |
| WHEREAS: | Following completion of the stated period of post-Award service required to receive the benefit of the 2025 Award Grants, Company Stock was issued to certain Nonemployee Directors in settlement of certain of the 2025 Award Grants, as listed on Schedule B to these resolutions (the “Issued Stock”). | |
| WHEREAS: | The Board has determined that each of the Award Grants may constitute a “defective corporate act” (as such term is defined in Section 204(h) of the Delaware General Corporation Law (“DGCL”)) as a result of the failure of the Award Grants to have been authorized and effected in accordance with the terms of the Plan prior to the Expiration Date. | |
2
| WHEREAS: | The Board has determined that the Issued Stock may constitute “putative stock” (as such term is defined in Section 204(h) of the DGCL). | |
| WHEREAS: | The Board has determined that it is advisable and in the best interests of the Company and its stockholders to approve and ratify the Award Grants, and the issuance of the Issued Stock in all respects. | |
| WHEREAS: | Pursuant to Section 204(g) of the DGCL, the Company is required to give prompt notice of the ratification to all holders of valid stock, as of a date within 60 days after the adoption of these resolutions, which notice will be deemed to have been given if disclosed in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to §13, §14 or §15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such notice, the “Ratification Notice”). | |
| WHEREAS: | Pursuant to the terms of the Merger Agreement, certain actions contemplated to be taken in respect of amending the Plan and the 2025 Award Grants, the 2026 Award Grants and the Issued Stock may be subject to the consent of Buyer (any such consent, a “Merger Agreement Consent”); | |
| WHEREAS: | Pursuant to the terms of the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), the outstanding Award Grants and the Issued Stock will be converted into a right to receive cash payments, in each case based on the per share Merger Consideration. | |
| NOW, THEREFORE, BE IT RESOLVED, as follows: | ||
| RESOLVED: | That the making of the Award Grants and the issuance of the Issued Stock as of the dates and in the numbers specified on Schedule A and Schedule B, respectively, are the potentially defective corporate acts to be ratified. | |
| FURTHER RESOLVED: | That the nature of the “failure of authorization” (as defined in Section 204(g) of the DGCL) in respect of the Award Grants and Issued Stock is the failure of the Award Grants to have been authorized and effected in accordance with the terms of the Plan. | |
| FURTHER RESOLVED: | That pursuant to Section 204 of the DGCL, the Board hereby authorizes, ratifies and approves the Award Grants, as of the original grant dates, and the issuance of the Issued Stock as of the original issuance dates, and all such Issued Stock shall be considered duly authorized, validly issued, fully paid and non-assessable at the time such Issued Stock was originally issued. | |
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| FURTHER RESOLVED: | That, having received the Merger Agreement Consents, the Plan is hereby amended (i) to extend the term thereof, effective as of the Expiration Date, until the earlier to occur of (A) the Closing, and (B) the next occurring annual meeting of stockholders and (ii) to provide that the currently outstanding 2025 Award Grants and the 2026 Award Grants shall be settled for a right to receive cash (A) in accordance with the terms and conditions of the Merger Agreement or (B) on the settlement date of the applicable Award Grant, if occurring prior to the Closing in an amount determined based on the fair market value of a share on the date of settlement. | |
| FURTHER RESOLVED: | That the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, Chief People and Culture Officer, Chief Revenue and Strategy Officer, Chief Accounting Officer, Executive Vice President – Total Rewards and Executive Vice President and Secretary (collectively, the “Authorized Officers”) be, and each of them hereby is, authorized to file pursuant to §13, §14, or §15(d) of the Exchange Act a Ratification Notice disclosing the foregoing ratification. | |
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SCHEDULE A
AWARD GRANTS
| YEAR |
RSUS | GRANT DATE | ||||
| 2025 Award Grants |
288,000 | June 3, 2025 | ||||
| 2026 Award Grants |
108,804 | June 9, 2026 | ||||
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SCHEDULE B
COMMON STOCK ISSUED IN SETTLEMENT OF 2025 AWARD GRANTS
| DIRECTOR |
RSUS | ISSUANCE DATE | ||||
| Richard W. Fisher |
24,000 | June 9, 2026 | ||||
| Kenneth W. Lowe |
24,000 | June 9, 2026 | ||||
| Fazal Merchant |
24,000 | June 9, 2026 | ||||
| Anthony J. Noto |
24,000 | June 9, 2026 | ||||
| Daniel E. Sanchez |
24,000 | June 9, 2026 | ||||
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