[SCHEDULE 13G] Warner Music Group Corp. Passive Investment Disclosure (>5%)
Darlington reports 5.1% stake in Warner Music
Warner Music Group Corp. Schedule 13G filing: Darlington Partners entities report shared beneficial ownership of 7,551,884 shares of Class A Common Stock, equal to 5.1% of the class.
Warner Music Group Corp. Schedule 13G filing: Darlington Partners entities report shared beneficial ownership of 7,551,884 shares of Class A Common Stock, equal to 5.1% of the class. The percentage is calculated based on 146,965,855 shares outstanding as of February 4, 2026.
The filing lists DPCM LP, Darlington Partners GP, LLC, Darlington Partners, L.P., and two managers (Scott W. Clark and Ramsey B. Jishi) each as reporting persons with shared voting and dispositive power over the same 7,551,884 shares. Signatures are dated April 1, 2026.
Positive
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Key Figures
Shares reported beneficially owned:7,551,884 sharesPercent of class:5.1%Shares outstanding used in calculation:146,965,855 shares+2 more
5 metrics
Shares reported beneficially owned7,551,884 sharesClass A Common Stock reported by Darlington entities
Percent of class5.1%Calculated on 146,965,855 shares outstanding as of Feb 4, 2026
Shares outstanding used in calculation146,965,855 sharesOutstanding shares as of Feb 4, 2026 per issuer Form 10-Q
CUSIP934550203Class A Common Stock CUSIP listed on the cover
Filing signature date04/01/2026Signatures by reporting persons dated April 1, 2026
"Item 1. (a) Name of issuer: Warner Music Group Corp."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Shared Voting Powerregulatory
"Shared Voting Power 7,551,884.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
Beneficially ownedfinancial
"Amount beneficially owned: DPCM LP: 7,551,884"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What stake does Darlington Partners report in WMG?
Darlington reports beneficial ownership of 7,551,884 shares, representing 5.1% of Class A Common Stock. The filing states the percentage is based on 146,965,855 shares outstanding as of February 4, 2026, and signatures are dated April 1, 2026.
Which Darlington entities are named as reporting persons on the 13G for WMG?
The filing names DPCM LP, Darlington Partners GP, LLC, and Darlington Partners, L.P., plus managers Scott W. Clark and Ramsey B. Jishi. Each is listed with shared voting and dispositive power over 7,551,884 shares.
How is voting and dispositive power reported for the WMG shares?
All reporting persons show 0 sole voting/dispositive power and 7,551,884 as shared voting and shared dispositive power. The filing therefore reports the stake as shared among the listed entities and managers.
On what basis was the 5.1% ownership percentage calculated?
The percentage is calculated using 146,965,855 shares outstanding of Class A Common Stock, per the issuer's Form 10-Q for the quarter ended December 31, 2025, with the outstanding count dated February 4, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Warner Music Group Corp.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
934550203
(CUSIP Number)
03/25/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
934550203
1
Names of Reporting Persons
Darlington Partners Capital Management, LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,551,884.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,551,884.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,551,884.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
IA, PN
Comment for Type of Reporting Person: Percentage calculated based on 146,965,855 shares of Class A Common Stock outstanding on February 4, 2026, as reported in the Form 10-Q filed by the Issuer for the quarterly period ended December 31, 2025.
SCHEDULE 13G
CUSIP Number(s):
934550203
1
Names of Reporting Persons
Darlington Partners GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,551,884.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,551,884.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,551,884.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
HC, OO
Comment for Type of Reporting Person: Percentage calculated based on 146,965,855 shares of Class A Common Stock outstanding on February 4, 2026, as reported in the Form 10-Q filed by the Issuer for the quarterly period ended December 31, 2025.
SCHEDULE 13G
CUSIP Number(s):
934550203
1
Names of Reporting Persons
Darlington Partners, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,551,884.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,551,884.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,551,884.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: Percentage calculated based on 146,965,855 shares of Class A Common Stock outstanding on February 4, 2026, as reported in the Form 10-Q filed by the Issuer for the quarterly period ended December 31, 2025.
SCHEDULE 13G
CUSIP Number(s):
934550203
1
Names of Reporting Persons
Scott W. Clark
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,551,884.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,551,884.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,551,884.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Percentage calculated based on 146,965,855 shares of Class A Common Stock outstanding on February 4, 2026, as reported in the Form 10-Q filed by the Issuer for the quarterly period ended December 31, 2025.
SCHEDULE 13G
CUSIP Number(s):
934550203
1
Names of Reporting Persons
Ramsey B. Jishi
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
7,551,884.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,551,884.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,551,884.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
Comment for Type of Reporting Person: Percentage calculated based on 146,965,855 shares of Class A Common Stock outstanding on February 4, 2026, as reported in the Form 10-Q filed by the Issuer for the quarterly period ended December 31, 2025.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Warner Music Group Corp.
(b)
Address of issuer's principal executive offices:
1633 Broadway, New York, NY 10019
Item 2.
(a)
Name of person filing:
Darlington Partners Capital Management, LP, a Delaware limited partnership ("DPCM LP")
Darlington Partners GP, LLC, a Delaware limited liability company ("DP GP")
Darlington Partners, L.P., a Delaware limited partnership ("Darlington")
Scott W. Clark
Ramsey B. Jishi
DPCM LP is the investment adviser of private investment funds, including Darlington (together, the "Funds"). DP GP is the general partner of DPCM LP and the Funds. Mr. Clark and Mr. Jishi are the managers of DP GP. The Filers are filing this Schedule 13G jointly but not as members of a group, and each disclaims membership in a group. Each reporting person disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of Darlington should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Common Stock covered by this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
300 Drakes Landing Road, Suite 290, Greenbrae, CA 94904
(c)
Citizenship:
See Item 4 of the cover sheet for each reporting person.
(d)
Title of class of securities:
Class A Common Stock
(e)
CUSIP Number(s):
934550203
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
DPCM LP: 7,551,884
DP GP: 7,551,884
Darlington: 7,551,884
Scott W. Clark: 7,551,884
Ramsey B. Jishi: 7,551,884
(b)
Percent of class:
DPCM LP: 5.1%
DP GP: 5.1%
Darlington: 5.1%
Scott W. Clark: 5.1%
Ramsey B. Jishi: 5.1%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
DPCM LP: 0
DP GP: 0
Darlington: 0
Scott W. Clark: 0
Ramsey B. Jishi: 0
(ii) Shared power to vote or to direct the vote:
DPCM LP: 7,551,884
DP GP: 7,551,884
Darlington: 7,551,884
Scott W. Clark: 7,551,884
Ramsey B. Jishi: 7,551,884
(iii) Sole power to dispose or to direct the disposition of:
DPCM LP: 0
DP GP: 0
Darlington: 0
Scott W. Clark: 0
Ramsey B. Jishi: 0
(iv) Shared power to dispose or to direct the disposition of:
DPCM LP: 7,551,884
DP GP: 7,551,884
Darlington: 7,551,884
Scott W. Clark: 7,551,884
Ramsey B. Jishi: 7,551,884
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
DPCM LP's clients, including Darlington, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. No individual client's holdings of the Stock, other than those of Darlington, are more than five percent of the outstanding Stock.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Darlington Partners Capital Management, LP
Signature:
/s/ Scott W. Clark
Name/Title:
Manager of Darlington Partners GP, LLC, general partner of Darlington Partners Capital Management, LP
Date:
04/01/2026
Darlington Partners GP, LLC
Signature:
/s/ Scott W. Clark
Name/Title:
Manager
Date:
04/01/2026
Darlington Partners, L.P.
Signature:
/s/ Scott W. Clark
Name/Title:
Manager of Darlington Partners GP, LLC, general partner of Darlington Partners, L.P.
Date:
04/01/2026
Scott W. Clark
Signature:
/s/ Scott W. Clark
Name/Title:
Reporting person
Date:
04/01/2026
Ramsey B. Jishi
Signature:
/s/ Ramsey B. Jishi
Name/Title:
Reporting person
Date:
04/01/2026
Exhibit Information
EXHIBIT 99.1 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G
