Warner Bros. Discovery 8-K Filings

Warner Bros. Discovery, Inc. reported the results of its 2026 annual stockholder meeting held by remote communication. Stockholders elected all thirteen director nominees, including David M. Zaslav and Samuel A. Di Piazza, Jr., each to serve a one‑year term.

Stockholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, with 1,870,175,809 votes for and 32,975,069 against. However, stockholders did not approve, on a non-binding advisory basis, the 2025 compensation of the named executive officers, with 244,543,743 votes for and 1,313,562,677 against.

Stockholders also did not approve a stockholder proposal titled “Sustainability ROI Report,” which received 39,541,649 votes for and 1,507,486,654 against.

Warner Bros. Discovery, Inc. entered into a new First Lien Credit Agreement through its wholly owned subsidiary Discovery Global Holdings, Inc. This agreement provides 7-year $13,000 million U.S. dollar term loans and 7-year €1,717 million Euro term loans, collectively called the Initial Term Loans.

On June 4, 2026, the company borrowed these Initial Term Loans and, together with cash on hand, repaid in full $15,000 million of outstanding loans under its prior Non-Investment Grade Leveraged Bridge Loan Agreement. The new loans mature on June 4, 2033, with the dollar loans amortizing at 1.00% per year.

Interest on the dollar loans is Term SOFR plus 2.50% or a Base Rate plus 1.50%, at the borrower’s option, while the Euro loans carry EURIBOR plus 2.50%. The obligations are secured by liens on substantially all assets of the company and certain subsidiaries and are guaranteed by the same entities that back the existing revolving credit facility. The agreement includes customary covenants and events of default, including provisions tied to significant corporate events such as a change of control.

Warner Bros. Discovery has received the requisite consents from holders of multiple series of senior unsecured notes issued by Discovery Communications, LLC and Discovery Global Holdings, Inc. to adopt proposed amendments to the governing indentures in connection with the planned acquisition of WBD by Paramount Skydance Corporation.

The amendments extend the deadline to commence required junior lien exchange offers to the Merger Agreement’s End Date of March 4, 2027 (with adjustments if the merger terminates) and modify terms of future junior lien exchange notes depending on whether the acquisition closes. Consent participation was very high across series, including 99.18% of DGH’s $4,301,142,000 5.050% notes due 2042 and 95.44% of its $3,012,152,000 4.279% notes due 2032.

All consenting holders will receive a cash consent payment of $2.50 or €2.50 per $1,000/€1,000 principal amount, with the payment date expected on or about May 29, 2026. In line with the Merger Agreement, Paramount intends to fund all consent payments and related fees using cash on hand, regardless of whether the acquisition is ultimately completed.

Warner Bros. Discovery, Inc. is asking holders of multiple Discovery Communications and Discovery Global Holdings senior notes to approve amendments to the indentures governing these debts. The Consent Solicitations relate to WBD’s proposed acquisition by Paramount Skydance Corporation.

The amendments would extend the deadline to launch required junior lien exchange offers to March 4, 2027 (the Merger Agreement “End Date,” subject to extension), and adjust the terms of any future Junior Lien Exchange Notes depending on whether the acquisition closes. They also make technical and clarifying changes to the existing indentures.

Noteholders who consent by 5:00 p.m. New York City time on May 26, 2026, and whose consents are counted toward the required majorities, will receive a $2.50 or €2.50 cash payment per $1,000 or €1,000 principal amount, funded by Paramount. Each indenture and note class has its own majority consent threshold, and each solicitation can be completed, extended, or terminated independently.

Warner Bros. Discovery reported a sharply wider loss for Q1 2026 despite solid operating metrics in key segments. Total revenues were $8.9 billion, down 1% year over year, as declines in Global Linear Networks offset growth in Streaming and Studios.

Net loss available to Warner Bros. Discovery was $2.9 billion, driven by a $2.8 billion Netflix termination fee plus $1.3 billion of acquisition-related amortization, content fair value step-up and restructuring. Adjusted EBITDA was $2.2 billion, up 5%, reflecting a 29% rise in Streaming Adjusted EBITDA to $438 million and a jump in Studios Adjusted EBITDA to $775 million, partly offset by a 9% decline in Global Linear Networks Adjusted EBITDA.

Free cash flow swung to a $(476) million outflow from $302 million, pressured by higher net content investment, higher taxes and working capital, though management notes Q1 is seasonally weak for cash generation. The company ended the quarter with $33.4 billion of gross debt, $30.1–33.4 billion of net debt depending on definition, and reported net leverage of 3.4x. Streaming subscriber-related revenues grew 8% ex-FX, supported by global HBO Max expansion, while Global Linear Networks continued to face secular pressure despite strong sports and news performance.

Warner Bros. Discovery renewed Chief Financial Officer Gunnar Wiedenfels’ employment under a new agreement that takes effect on July 11, 2026, immediately after his current contract expires, and runs through April 28, 2028.

Under the new terms, his annual base salary will be $2,500,000, with a target cash bonus equal to 175% of base salary, subject to preset performance goals. He will be eligible for annual equity awards with a target value of $10,000,000, plus a one-time restricted stock unit grant valued at $2,000,000 expected on August 17, 2026.

If terminated without Cause or he resigns for Good Reason, he may receive up to 24 months of salary continuation, bonus eligibility for the severance period, continued health benefits and repatriation to Germany, with additional equity vesting protections, including full vesting on certain terminations within 12 months after a Change in Control. The agreement includes noncompetition and nonsolicitation covenants lasting 12 and 18 months, respectively, after employment. The contract is permitted under, but not conditioned on, the proposed merger with Paramount Skydance Corporation.

Warner Bros. Discovery, Inc. stockholders approved the Agreement and Plan of Merger with Paramount Skydance Corporation and Prince Sub Inc., under which WBD will become a wholly owned subsidiary of PSKY after the merger closes.

At the special meeting, 1,761,474,343 shares, or about 70.3% of the 2,506,768,389 outstanding shares of Series A common stock as of March 20, 2026, were represented, satisfying quorum. Stockholders strongly backed the merger agreement but did not approve, on an advisory basis, the merger-related compensation for WBD’s named executive officers.

Warner Bros. Discovery describes a new tax reimbursement agreement with Chief Executive Officer David Zaslav tied to its pending merger with Paramount Skydance Corporation. If he owes excise tax on merger-related payments under the U.S. tax code, the company will reimburse him so his net after-tax position matches a scenario without that excise tax.

The board’s Compensation Committee noted that any reimbursement cost would arise only after the merger closes and would be borne by the surviving corporation. Advisors currently estimate that if the merger closes in 2027, no reimbursement would be expected. Zaslav has agreed to cooperate with Warner Bros. Discovery and Paramount Skydance to use reasonable strategies to reduce any excise tax. The agreement applies solely to this merger and will terminate if the merger agreement ends.

Warner Bros. Discovery, Inc. has agreed to be acquired by Paramount Skydance Corporation in an all-cash merger. WBD stockholders will receive $31.00 in cash per share, plus a per-day “ticking” amount if closing occurs after September 30, 2026, up to $0.25 per quarter.

The deal values WBD at $81 billion of equity and $110 billion of enterprise value and is backed by $47 billion of new equity and $54 billion of debt commitments. Closing is targeted for Q3 2026 and requires WBD stockholder approval and regulatory clearances.

Paramount has terminated its prior tender offer for WBD, and WBD has terminated its earlier merger agreement with Netflix; PSKY paid Netflix a $2.8 billion cash termination fee on WBD’s behalf. The new Merger Agreement includes a $3 billion company termination fee payable to PSKY in certain circumstances and a $7 billion regulatory termination fee payable by PSKY to WBD if regulatory conditions block closing.

Warner Bros. Discovery reported weaker 2025 revenue but a return to profitability and major strategic moves. Full-year revenues were $37.3 billion, down from $39.3 billion, while net income swung to $727 million from a prior-year loss of $11.3 billion. Adjusted EBITDA was $8.7 billion, slightly below $9.0 billion.

Free cash flow declined to $3.09 billion from $4.43 billion, though the company still ended the year with $29.0 billion of net debt and net leverage of 3.3x. Streaming was a bright spot, with segment revenues up 5%, Adjusted EBITDA more than doubling to $1.37 billion, and global streaming subscribers reaching 131.6 million.

Studios Adjusted EBITDA rose to $2.55 billion, while Global Linear Networks revenues fell 12% and Adjusted EBITDA declined 21%, reflecting cord-cutting and the loss of NBA rights. The company is pursuing a separation into Warner Bros. and Discovery Global and has a definitive agreement for Netflix to acquire Warner Bros., while also engaging with a competing proposal from Paramount Skydance.

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.

Warner Bros. Discovery and Netflix amended their previously announced merger agreement so that WBD stockholders will now receive $27.75 in cash per share at closing, instead of a mix of cash and Netflix stock, subject to a potential net debt adjustment. The complex structure is unchanged: WBD will first complete a holding-company reorganization, spin off its Global Linear Networks and certain other assets into a new company (“SpinCo”) and distribute SpinCo shares to WBD stockholders, while the remaining streaming and studios business will combine with Netflix. SpinCo is targeted to have net debt of $17.0 billion as of June 30, 2026, stepping down to $16.1 billion as of December 31, 2026, an amount reduced by $260 million versus the original agreement. The amended deal also details cash treatment for vested WBD options and RSUs, cash-based replacement awards for unvested equity, large reciprocal termination fees, and customary regulatory and stockholder approval conditions.

Warner Bros. Discovery detailed previously agreed changes to Chief Executive Officer David Zaslav’s long-term equity compensation. Under a June 2025 amended and restated employment agreement, he received a follow-on grant of 3,052,734 stock options on January 2, 2026, with an exercise price equal to the Company’s Series A common stock closing price of $28.51, compared with the earlier signing options priced at $10.16. Because the follow-on options carry a higher exercise price, the Compensation Committee approved a make‑whole grant of restricted stock units covering 1,963,465 shares of common stock on January 5, 2026 to address the lost economic value, with vesting terms aligned to the existing option awards.

Warner Bros. Discovery agreed to a cash-and-stock merger with Netflix. Before closing, WBD will separate and distribute its Global Linear Networks and certain other assets into a new company, while retaining its Streaming & Studios business, which will then merge into a Netflix subsidiary.

For each WBD share, holders will receive $23.25 in cash plus Netflix common stock based on a formula tied to Netflix’s 15-day average price, with an exchange ratio of 0.0376 shares at or above $119.67, a floating ratio equal to $4.50 divided by the average price between $97.91 and $119.67, or 0.0460 shares at or below $97.91, in each case subject to a dollar-for-dollar adjustment based on SpinCo net debt.

Closing requires WBD stockholder approval, completion of the separation, Nasdaq listing and registration of the Netflix shares, and antitrust and other regulatory clearances, and is not conditioned on financing. WBD may owe Netflix a $2.8 billion termination fee in certain circumstances, while Netflix may owe WBD $5.8 billion if regulatory obstacles prevent closing. WBD also adopted a $38.7 million transaction bonus pool for key employees tied to completion of the transactions.

Warner Bros. Discovery (WBD) launched a Strategic Review after receiving unsolicited interest and amended CEO David Zaslav’s agreements to align incentives with potential outcomes. The amendment treats a Reverse Spinoff of Discovery Global the same as the originally planned Separation, preserving key terms if completed by December 31, 2026.

Zaslav’s one-time Signing Options—92% of which would otherwise be forfeited without a Separation—will also remain eligible if WBD enters into a definitive agreement for a transaction that would constitute a change in control before the 2026 deadline (excluding a sale of Discovery Global). If such an agreement is signed by that date without a completed Separation, Zaslav’s employment term extends to December 31, 2030, and modified, more long-term-incentive–weighted compensation takes effect no later than January 1, 2028. Similar clarifications were sent to other executives, and internal restructurings needed to effect alternatives will not trigger change-in-control provisions.

Warner Bros. Discovery, Inc. (WBD) furnished its quarterly results materials. The company reported that it released earnings for the quarter ended September 30, 2025, and made its earnings press release available as Exhibit 99.1. In conjunction, a shareholder letter was posted to its Investor Relations website and furnished as Exhibit 99.2.

The information under Items 2.02 and 7.01 is being furnished and is not deemed “filed” for purposes of Section 18 of the Exchange Act, nor incorporated by reference into Securities Act or Exchange Act filings unless specifically referenced. The company states it uses its Investor Relations website (ir.wbd.com) to disclose material information in accordance with Regulation FD.

Warner Bros Discovery (Nasdaq:WBD) entered into a $17.0 billion secured 18-month bridge loan arranged by JPMorgan to fund cash tender offers, repay a January 2025 364-day term loan and support general corporate purposes. The loan is guaranteed by WBD and key subsidiaries, secured by substantially all personal property assets and priced at SOFR + 3.00% to December 30 2025, stepping to +3.50% and +4.00% thereafter. Maturity is the earlier of 18 months or closing of the planned Streaming & Studios spin-off; voluntary prepayments are penalty-free, and mandatory prepayments apply to new debt, equity or asset-sale proceeds.

On the same date, the company executed Amendment No. 1 to its multicurrency revolving credit facility, cutting aggregate commitments to $4 billion, aligning covenants with the bridge loan and providing for early termination once the separation occurs. Neither facility includes financial maintenance covenants but both impose tighter limits on dividends, liens, mergers and investments.

The transactions bolster near-term liquidity yet materially increase secured debt and reduce undrawn revolver capacity, impacting leverage and future financial flexibility.

Warner Bros. Discovery, Inc. ("WBD") filed an 8-K on 24 June 2025 to disclose an Other Event relating to previously announced cash tender offers for substantially all outstanding notes and debentures issued by four wholly owned subsidiaries—Discovery Communications, LLC, WarnerMedia Holdings, Inc., Warner Media, LLC and Historic TW, Inc.

The filing confirms that:

• The tender offers and related consent solicitations were originally launched on 9 June 2025 via an Offer to Purchase and Consent Solicitation Statement.
• On 24 June 2025 WBD released two press statements: Exhibit 99.1 describes early participation results; Exhibit 99.2 details the pricing terms of the offers.
• No financial statements were included in the 8-K; quantitative details of accepted principal, consideration or savings will be found only in the attached press releases.
• The transaction targets multiple series of outstanding notes, including 4.302 % Senior Notes due 2030 and 4.693 % Senior Notes due 2033, both listed on Nasdaq.

The company characterises the disclosure strictly as informational—neither an offer to purchase nor a solicitation to sell securities outside the terms of the Offer to Purchase. Completion of the tender offers remains subject to customary conditions outlined in the original documentation.

From a corporate-finance perspective, repurchasing debt could streamline WBD’s capital structure and potentially lower future interest obligations, but the 8-K itself provides no numerical evidence of balance-sheet impact. Investors will need to review Exhibits 99.1 and 99.2 for uptake percentages, cost of funds and projected interest savings before drawing firm conclusions.