Warner Music Group (WMG) and Bain boost joint venture equity commitments by $100M each

Rhea-AI Filing Summary

Warner Music Group Corp. reported that its subsidiary WMG BC Holdco LLC and Bain Capital’s BCSS W JV Investments (B), L.P. amended their Master Operations and Economics Agreement dated June 29, 2025. Under the amendment, each party increased its initial equity commitment by $100 million.

The change raises the capital dedicated to their joint venture structure, deepening Warner Music’s financial involvement alongside Bain Capital Special Situations. The full amendment will be provided as an exhibit to Warner Music’s Form 10-Q for the quarter ended March 31, 2026.

Insights

Equity and capital structure analyst

Warner Music and Bain each add $100M to their JV, expanding committed capital but without disclosed performance metrics.

The amendment increases the initial equity commitment under the June 29, 2025 Master Operations and Economics Agreement, with both WMG BC Holdco LLC and BCSS W JV Investments (B), L.P. adding $100 million each. This suggests a larger capital base for the joint venture framework.

The business rationale, expected returns, and deployment timeline are not detailed in the excerpt, so the financial impact is hard to quantify. Subsequent disclosure in the Form 10-Q for the quarter ended March 31, 2026 is expected to provide the full amendment text and potentially more context on economics.

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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 5, 2026 (February 4, 2026)

Warner Music Group Corp.

(Exact name of Registrant as specified in its charter)

Delaware		001-32502		13-4271875
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
1633 Broadway, New York, NY				10019
(Address of principal executive offices)				(Zip Code)

Registrant’s telephone number, including area code: (212) 275-2000

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
Class A Common Stock, $0.001 par value per share		WMG		The Nasdaq Stock Market LLC

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.

JV Agreement Amendment

On February 4, 2026, WMG BC Holdco LLC (“WMGCo”), a wholly-owned indirect subsidiary of the Company, entered into an amendment (the “Amendment”) to the Master Operations and Economics Agreement, dated as of June 29, 2025 (the “Master Operations and Economics Agreement”), by and among WMGCo, BCSS W JV Investments (B), L.P. (“BainCo”), a wholly-owned indirect subsidiary of Bain Capital Special Situations, LP, and certain affiliates of the foregoing parties. Pursuant to the Amendment, WMGCo and BainCo have committed to increase their respective initial equity commitment amount by $100 million each.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed as an exhibit to the Company’s Form 10-Q for the quarter ended March 31, 2026.

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.

				WARNER MUSIC GROUP CORP.
Date: February 5, 2026				By:		/s/ Paul M. Robinson
				Name:		Paul M. Robinson
				Title:		Executive Vice President and General Counsel

FAQ

What did Warner Music Group (WMG) announce regarding its joint venture with Bain Capital?

Warner Music Group announced an amendment to its joint venture agreement with Bain Capital affiliates. The amendment increases the initial equity commitments by $100 million each from WMG BC Holdco LLC and BCSS W JV Investments (B), L.P., expanding capital dedicated to the venture.

How much additional capital is Warner Music Group committing under the amended JV agreement?

WMG BC Holdco LLC is committing an additional $100 million of initial equity. Under the amendment to the Master Operations and Economics Agreement, both WMG’s subsidiary and Bain’s BCSS W JV Investments (B), L.P. are each raising their initial equity commitment amount by $100 million.

Who are the parties to Warner Music Group’s amended Master Operations and Economics Agreement?

The amended agreement involves WMG BC Holdco LLC, BCSS W JV Investments (B), L.P., and certain affiliates of these parties. WMG BC Holdco LLC is a wholly owned indirect subsidiary of Warner Music Group, while BCSS W JV Investments (B), L.P. is a wholly owned indirect subsidiary of Bain Capital Special Situations, LP.

When was Warner Music Group’s JV agreement with Bain originally signed and when was it amended?

The Master Operations and Economics Agreement was originally dated June 29, 2025 and amended on February 4, 2026. The 8-K describes this new amendment, which increases initial equity commitments from both WMG’s and Bain’s respective subsidiaries involved in the joint venture.

Where will investors find the full text of Warner Music Group’s JV amendment with Bain?

The full text of the amendment will be filed as an exhibit to Warner Music Group’s Form 10-Q. It is expected to appear in the Form 10-Q for the quarter ended March 31, 2026, providing detailed contractual and economic terms of the revised arrangement.

Does the Warner Music Group JV amendment affect only initial equity commitments?

The disclosed change specifically addresses an increase in initial equity commitment amounts. According to the description, WMG BC Holdco LLC and BCSS W JV Investments (B), L.P. have each committed to raise their initial equity commitment by $100 million, with other potential terms not detailed in the excerpt.