| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Series A Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Warner Bros. Discovery, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
230 Park Avenue South, New York,
NEW YORK
, 10003. |
Item 1 Comment:
This Amendment No. 2 (this "Amendment") amends and supplements the Statement on Schedule 13D (the "Schedule 13D"), which was jointly filed on April 12, 2022 and the amended Statement on Schedule 13D, which was jointly filed on April 2, 2024. This amendment is filed on behalf of A/NPP Diversified Holdings LLC, a Delaware limited liability company ("ANPP Diversified"), Advance/Newhouse Partnership, a New York general partnership ("ANP"), Advance Publications, Inc., a New York Corporation ("API"), and Newhouse Broadcasting Corporation, a New York corporation ("NBCo" and, together with ANPP Diversified, ANP and API, the "Reporting Persons" and each, a "Reporting Person") with respect to the common stock, par value $0.01 per share, designated as Series A Common Stock (the "Common Stock") of Warner Bros. Discovery, Inc., a Delaware corporation (the "Issuer" or "WBD"). Capitalized terms used but not otherwise defined herein have the meanings set forth in the Schedule 13D. The Reporting Persons directly or indirectly hold 98,181,749 shares of Common Stock of the Issuer.
This Amendment is being filed to reflect the sale of 100,000,000 shares of Common Stock, which includes 14,158,459 shares held by ANP and 85,841,541 shares held by ANPP Diversified. Additionally, this Amendment updates Item 2, Item 3, Item 4, Item 5, and Item 6 of the Schedule 13D as follows: |
| Item 2. | Identity and Background |
|
| (a) | A/NPP Diversified Holdings LLC |
| (b) | 6350 Court Street, East Syracuse, NY 13057 |
| (c) | Holding company holding interests in the Issuer. |
| (d) | ANPP Diversified has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | ANPP Diversified has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. |
| (f) | ANPP Diversified is organized as a limited liability company under the laws of the State of Delaware. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | On December 30, 2024, as part of internal reorganization, Advance/Newhouse Programming Partnership contributed 184,023,290 shares of Common Stock to ANPP Diversified. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby amended by adding the following thereto:
On June 30, 2025, ANPP Diversified and ANP have agreed to sell 100,000,000 shares of Common Stock in the aggregate in a block sale at a net price of $10.97 per share (the "Sale").
The Sale is intended to provide financial flexibility to support the Reporting Persons' ongoing estate planning, its investment program, and for other general corporate purposes. Following this transaction, the Reporting Persons ceased being the beneficial owners of more than 5% of the Issuer's outstanding shares. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) of the Schedule 13D is amended and supplemented to read as follows:
(a) The information relating to the beneficial ownership of Common Stock by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference. The Reporting Persons are beneficial owners of 98,181,749 shares of Common Stock, which represents the 98,181,749 shares of Common Stock held by ANPP Diversified. |
| (e) | June 30, 2025 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information with respect to the Sale set forth in Item 4 is incorporated herein by reference to the extent responsive to this Item 6. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.1: Joint Filing Agreement, dated July 1, 2025. |
