WARNER BROS DISCOVERY INC SEC Filings

FISHER RICHARD W reported acquisition or exercise transactions in this Form 4 filing.

Warner Bros. Discovery director Richard W. Fisher received an equity grant of 9,067 shares of Series A Common Stock. The shares were awarded at no purchase price as part of compensation. Following this grant, Fisher directly holds a total of 79,546 shares of Warner Bros. Discovery Series A Common Stock.

Di Piazza Samuel A Jr. reported acquisition or exercise transactions in this Form 4 filing.

Warner Bros. Discovery, Inc. director Samuel A. Di Piazza Jr. reported a stock award of 9,067 shares of Series A Common Stock at $0.00 per share, reflecting a compensation-related grant rather than an open-market purchase. Following this award, his direct holdings total 213,076 shares of Series A Common Stock. The filing also shows an additional 3,443 shares held indirectly through his spouse.

Warner Bros. Discovery, Inc. director Paula A. Price reported an intra-plan transfer involving 11,046 shares of Series A Common Stock valued at $27.00 per share. The move shifted value from the company stock fund to another investment option within the Warner Bros. Discovery, Inc. Non-Employee Directors Deferral Plan.

The filing describes this as a discretionary transaction exempt under Rule 16b-3(f), meaning it is a plan-level reallocation rather than an open-market trade. After this transaction, Price’s directly held Series A Common Stock position reported in the plan totaled 83,151 shares.

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 sharp swing to a first‑quarter net loss of $2.916 billion, mainly driven by a one‑time $2.8 billion Netflix Termination Fee after canceling its planned separation and sale of Streaming and Studios to Netflix.

Revenue was essentially flat at $8.893 billion, as growth in Streaming and Studios helped offset lower Global Linear Networks distribution and advertising, including the loss of NBA rights. Content and depreciation costs fell, but higher marketing, integration spending, restructuring charges and interest on a $15 billion bridge loan weighed on results.

The company agreed to be acquired by Paramount Skydance Corporation (PSKY). If completed, each WBD Series A share would receive $31.00 in cash plus a small daily “ticking” amount after September 30, 2026, funded in part by a $45.72 billion guarantee from Larry Ellison and an affiliated trust. The merger requires regulatory approvals and carries sizable potential termination fees on both sides.

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.

Vanguard Capital Management reports beneficial ownership of 181,104,955 shares (7.22%) of Warner Bros Discovery Inc common stock as of 03/31/2026. The filing states Vanguard has sole voting power over 24,196,365 shares and sole dispositive power over 181,104,955 shares. The Schedule 13G explains these holdings include securities held by Vanguard funds and certain affiliates under SEC Release No. 34-39538. The form is signed and dated 04/30/2026.