DISCK / Warner Bros.Discovery Inc - Series C - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34177 Warner Bros. Discover

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): August 7, 2025 Warner Bros. Disco

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): August 7, 2025 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction o

Amendment No. 1 to Credit Agreement, dated as of June 26, 2025, among Discovery Communications, LLC, Warner Bros. Discovery, Inc., as facility guarantor, certain wholly-owned subsidiaries of Warner Bros. Discovery, Inc., as borrowers, Scripps Networks Interactive, Inc. and WarnerMedia Holdings, Inc., as subsidiary guarantors, certain wholly-owned subsidiaries of Warner Bros. Discovery, Inc., as joining guarantors, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (filed herewith) #

a20250630-ex106amendment AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of June 26, 2025, is entered into among DISCOVERY COMMUNICATIONS, LLC (the “Company”), CERTAIN WHOLLY-OWNED SUBSIDIARIES OF THE COMPANY PARTY HERETO AS DESIGNATED BORROWERS (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrow

UNITED STATES SECURITIES AND EXCHANGE COMMISSION, D.C. 20549 FORM S-8 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 Warner Bros. Discovery, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 35-2333914 (State or Other Jurisdicti

S-8 As filed with the Securities and Exchange Commission on August 7, 2025 Registration No.

Third Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of June 20, 2025, by and among Warner Bros. Discovery Receivables Funding, LLC, the other persons from time to time party thereto, PNC Bank, National Association, Turner Broadcasting System, Inc. and PNC Capital Markets LLC (filed herewith) #

a20250630-ex108thirdamen THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT This THIRD AMENDMENT TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of June 20, 2025, is by and among WARNER BROS.

Q2 2025 Shareholder Letter | August 7, 2025 1 Fellow Shareholders, Warner Bros. Discovery’s (WBD) second quarter was defined by creative excellence. From films like A Minecraft Movie and Sinners, to television like Abbott Elementary and The Last of U

wbd2q25shareholderletter Q2 2025 Shareholder Letter | August 7, 2025 1 Fellow Shareholders, Warner Bros.

Form of Warner Bros. Discovery, Inc. 2025 RSU Grant Agreement for Non-Employee Directors (filed herewith)*

NON-EMPLOYEE DIRECTOR RSU FORM #ParticipantName# Dear #ParticipantName#, Congratulations, you have been awarded a restricted stock unit (“RSU”) in recognition of your contributions to the success of Warner Bros.

Warner Bros. Discovery Reports Second-Quarter 2025 Results Three Months Ended June 30, 2025 2024 % Change $ in millions Reported Ex-FX(*) Distribution $ 4,885 $ 4,879 — % — % Advertising 2,216 2,430 (9) % (10) % Content 2,471 2,109 17 % 16 % Other 24

wbd2q25earningsrelease08 Warner Bros. Discovery Reports Second-Quarter 2025 Results Three Months Ended June 30, 2025 2024 % Change $ in millions Reported Ex-FX(*) Distribution $ 4,885 $ 4,879 — % — % Advertising 2,216 2,430 (9) % (10) % Content 2,471 2,109 17 % 16 % Other 240 295 (19) % (23) % Total revenues $ 9,812 $ 9,713 1 % — % Net income (loss) available to Warner Bros. Discovery, Inc. 1,580

Filing fee table.

Calculation of Filing Fee Tables S-8 Warner Bros. Discovery, Inc. Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Series A common stock, par value $0.01 per share Other 25,000,000 $ 12.69 $ 317,250,000.00 0.0001531 $ 4

Letter Amendment to Employment Agreement between Jean-Briac Perrette and Discovery Communications, LLC, dated July 31, 2025.

1011311923v5 DISCOVERY COMMUNICATIONS, LLC 8403 COLESVILLE ROAD SILVER SPRING, MD 20910 JB Perrette Dear JB: Reference is made to your existing employment agreement with Discovery Communications, LLC (the “Company”), made August 2, 2022 (the “Employment Agreement”).

Employment Agreement between Jean-Briac Perrette and Warner Bros. Entertainment, Inc., dated July 31, 2025.*

exhibit10-4xjbperrettesp EXECUTION COPY 1 1011352494v3 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the last date set forth on the signature page hereof (the “Effective Date”), by and between Warner Bros.

Employment Agreement between Bruce Campbell and Warner Bros. Entertainment, Inc., dated July 27, 2025.*

EXECUTION COPY EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the last date set forth on the signature page hereof (the “Effective Date”), by and between Warner Bros.

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): July 27, 2025 Warner Bros. Discov

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): July 27, 2025 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction of

Letter Amendment to Employment Agreement between Bruce Campbell and Discovery Communications, LLC, dated July 27, 2025.

DISCOVERY COMMUNICATIONS, LLC 8403 COLESVILLE ROAD SILVER SPRING, MD 20910 Bruce Campbell Dear Bruce: Reference is made to your existing employment agreement with Discovery Communications, LLC (the “Company”), made July 9, 2022 (the “Employment Agreement”).

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): July 28, 2025 Warner Bros. Discov

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): July 28, 2025 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________ FORM 8-A _____________________ FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 W

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Warner Bros. Discovery, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 35-2333914 (State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 230 Par

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 26, 2025 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction of

Amendment No. 1 to Credit Agreement, dated as of June 26, 2025, among Discovery Communications, LLC, Warner Bros. Discovery, Inc., as facility guarantor, certain wholly-owned subsidiaries of Warner Bros. Discovery, Inc., as borrowers, Scripps Networks Interactive, Inc. and WarnerMedia Holdings, Inc., as subsidiary guarantors, certain wholly-owned subsidiaries of Warner Bros. Discovery, Inc., as joining guarantors, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent.

AMENDMENT NO. 1 TO CREDIT AGREEMENT This AMENDMENT NO. 1 TO CREDIT AGREEMENT (this “Amendment”) dated as of June 26, 2025, is entered into among DISCOVERY COMMUNICATIONS, LLC (the “Company”), CERTAIN WHOLLY-OWNED SUBSIDIARIES OF THE COMPANY PARTY HERETO AS DESIGNATED BORROWERS (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), WARNER BROS. DISCOV

Non-Investment Grade Leveraged Bridge Loan Agreement, dated as of June 26, 2025, among WarnerMedia Holdings, Inc., Warner Bros. Discovery, Inc., the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A. as lead arranger, bookrunner and sole administrative agent.

NON-INVESTMENT GRADE LEVERAGED BRIDGE LOAN AGREEMENT Dated as of June 26, 2025 Among WARNER BROS.

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): June 24, 2025 Warner Bros. Discov

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): June 24, 2025 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction of

FOR IMMEDIATE RELEASE June 24, 2025 Warner Bros. Discovery Announces the Pricing Terms of Previously Announced Cash Tender Offers New York, New York — Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the “Company”) today announced the pricin

EX-99.2 3 a2025-06x24exh99x2pressr.htm EX-99.2 FOR IMMEDIATE RELEASE June 24, 2025 Warner Bros. Discovery Announces the Pricing Terms of Previously Announced Cash Tender Offers New York, New York — Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the “Company”) today announced the pricing terms of the previously announced tender offers (the “Offers”) by its wholly-owned subsidiaries, Disc

FOR IMMEDIATE RELEASE June 24, 2025 Warner Bros. Discovery Announces Early Participation Results of Previously Announced Cash Tender Offers New York, New York — Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the “Company”) today announced

FOR IMMEDIATE RELEASE June 24, 2025 Warner Bros. Discovery Announces Early Participation Results of Previously Announced Cash Tender Offers New York, New York — Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the “Company”) today announced the early participation results of the previously announced tender offers (the “Offers”) by its wholly-owned subsidiaries, Discovery Communications, L

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2025 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or o

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): June 12, 2025 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction of

FOR IMMEDIATE RELEASE June 16, 2025 Warner Bros. Discovery Announces Receipt of Requisite Consents for Proposed Amendments in Cash Tender Offer and Consent Solicitation New York, New York -- Warner Bros. Discovery, Inc. (NASDAQ: WBD) (“Warner Bros. D

FOR IMMEDIATE RELEASE June 16, 2025 Warner Bros. Discovery Announces Receipt of Requisite Consents for Proposed Amendments in Cash Tender Offer and Consent Solicitation New York, New York - Warner Bros. Discovery, Inc. (NASDAQ: WBD) (“Warner Bros. Discovery,” “WBD,” the “Company,” “we,” “our” or “us”) today announced that the Requisite Consents have been received to adopt the Proposed Amendments p

Third Supplemental Indenture, dated as of June 13, 2025, among WarnerMedia Holdings, Inc., Warner Bros. Discovery, Inc., Discovery Communications, LLC, Scripps Networks Interactive, Inc., Elavon Financial Services DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Commission on June 16, 2025).

Execution Version WARNERMEDIA HOLDINGS, INC., Issuer WARNER BROS. DISCOVERY, INC., Parent Guarantor DISCOVERY COMMUNICATIONS, LLC, SCRIPPS NETWORKS INTERACTIVE, INC., Subsidiary Guarantors and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee THIRD SUPPLEMENTAL INDENTURE DATED AS OF JUNE 13, 2025 TO INDENTURE DATED AS OF MARCH 10, 2023 Relating To 4.302% Senior Notes due 2030 4.693% Senior No

Amended and Restated Employment Agreement between David Zaslav, Warner Bros. Discovery, Inc. and Discovery Communications, LLC dated June 12, 2025.

Execution Version 1 1011178780v10 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made as of this 12th day of June, 2025 (this “Agreement”), by and between Warner Bros.

Form of David Zaslav Non-Qualified Stock Option Grant Agreement*

David M. Zaslav Dear David, Congratulations, you have been given a stock option grant in recognition of your contributions to the success of Warner Bros. Discovery, Inc. (the “Company”). A stock option grant gives you the right to purchase a specific number of shares of the Company’s Common Stock at a fixed price, assuming that you satisfy conditions of the Plan and the implementing agreement. We

Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events

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): June 13, 2025 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction of

Employment Agreement between Gunnar Wiedenfels, Warner Bros. Discovery, Inc. and Discovery Communications, LLC, dated June 12, 2025

Execution Version CONFIDENTIAL 1011181368v10 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the date set forth on the signature page hereof (the “Effective Date”), by and between Warner Bros.

Twenty-Third Supplemental Indenture, dated June 13, 2025, among DCL, as the issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee.

Execution Version DISCOVERY COMMUNICATIONS, LLC, Issuer WARNER BROS. DISCOVERY, INC., Parent Guarantor WARNERMEDIA HOLDINGS, INC. (f/k/a Magallanes, Inc.) and SCRIPPS NETWORKS INTERACTIVE, INC., each, a Subsidiary Guarantor and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee TWENTY-THIRD SUPPLEMENTAL INDENTURE DATED AS OF JUNE 13, 2025 TO INDENTURE DATED AS OF AUGUST 19, 2009 Relating To 4.

Fifteenth Supplemental Indenture, dated June 16, 2025, among Historic TW Inc., as the issuer, the guarantors from time to time party thereto and the Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.4 to the Form 8-K filed on June 16, 2025 (SEC File No. 001-34177))

FIFTEENTH SUPPLEMENTAL INDENTURE (this “Fifteenth Supplemental Indenture”) dated as of June 16, 2025, among HISTORIC TW INC.

Second Supplemental Indenture, dated June 13, 2025, among WarnerMedia Holdings, Inc., as the issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee

Execution Version WARNERMEDIA HOLDINGS, INC., Issuer WARNER BROS. DISCOVERY, INC., Parent Guarantor DISCOVERY COMMUNICATIONS, LLC, SCRIPPS NETWORKS INTERACTIVE, INC., Subsidiary Guarantors U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee SECOND SUPPLEMENTAL INDENTURE DATED AS OF JUNE 13, 2025 TO INDENTURE DATED AS OF MARCH 15, 2022 Relating To 3.755% SENIOR NOTES DUE 2027 4.054% SENIOR NOTES

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): June 11, 2025 Warner Bros. Discov

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): June 11, 2025 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction of

Regulation FD Disclosure, Financial Statements and Exhibits

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): June 11, 2025 (June 10, 2025) Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other

Tender Offer Frequently Asked Questions June 10, 2025 1 • How do you expect to allocate the bridge takeout between GN and S&S? • This is subject to continuing evaluation and revision and depends on a number of factors, including the proceeds expected

Tender Offer Frequently Asked Questions June 10, 2025 1 • How do you expect to allocate the bridge takeout between GN and S&S? • This is subject to continuing evaluation and revision and depends on a number of factors, including the proceeds expected from the monetization of the retained stake and the receptivity of capital markets to debt offerings of GN and S&S.

Financial Statements and Exhibits, Other Events

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): June 9, 2025 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction of

Warner Bros. Discovery to Separate into Two Leading Media Companies Enhanced Strategic Focus and Flexibility Will Better Position Storied Brands Across Entertainment, Sports and News to Drive Shareholder Value June 9, 2025 – New York – Warner Bros. D

Warner Bros. Discovery to Separate into Two Leading Media Companies Enhanced Strategic Focus and Flexibility Will Better Position Storied Brands Across Entertainment, Sports and News to Drive Shareholder Value June 9, 2025 – New York – Warner Bros. Discovery (NASDAQ: WBD) (the “Company,” “WBD,” “we,” “us,” “our”) today announced plans to separate the company, in a tax-free transaction, into two pu

FOR IMMEDIATE RELEASE June 9, 2025 Warner Bros. Discovery Announces Commencement of Cash Tender Offer and Consent Solicitation New York, New York -- Warner Bros. Discovery, Inc. (NASDAQ: WBD) (“Warner Bros. Discovery,” “WBD,” the “Company,” “we,” “ou

FOR IMMEDIATE RELEASE June 9, 2025 Warner Bros. Discovery Announces Commencement of Cash Tender Offer and Consent Solicitation New York, New York - Warner Bros. Discovery, Inc. (NASDAQ: WBD) (“Warner Bros. Discovery,” “WBD,” the “Company,” “we,” “our” or “us”) today announced that, its wholly-owned subsidiaries, Discovery Communications, LLC (“DCL”), WarnerMedia, LLC (“WML”), WarnerMedia Holdings,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 3, 2025 (June 2, 2025) Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other j

Third Restated Certificate of Incorporation of Warner Bros. Discovery, Inc.

THIRD RESTATED CERTIFICATE OF INCORPORATION OF WARNER BROS. DISCOVERY, INC. Warner Bros. Discovery, Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. The present name of the corporation is Warner Bros. Discovery, Inc. (the “Corporation”). 2. The Corporation was originally formed with the name Discovery Communications, Inc. by means

Second Amended and Restated Bylaws of Warner Bros. Discovery, Inc.

SECOND AMENDED AND RESTATED BYLAWS OF WARNER BROS. DISCOVERY, INC. a Delaware corporation (hereinafter called, the “Corporation”) Effective as of June 2, 2025 ARTICLE I STOCKHOLDERS Section 1.1 Place of Meetings. All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board of Directors, the Chair of the Board (as defined below) or the Presid

Amendment No. 2 to Warner Bros. Discovery, Inc. 2011 Employee Stock Purchase Plan

AMENDMENT NO. 2 TO WARNER BROS. DISCOVERY, INC. 2011 EMPLOYEE STOCK PURCHASE PLAN This Amendment No. 2 (this “Amendment”) to the Warner Bros. Discovery, Inc. 2011 Employee Stock Purchase Plan (the “Plan”), is effective as of June 2, 2025, by action of the Board of Directors (the “Board”) of Warner Bros. Discovery, Inc., a Delaware corporation (the “Company”). 1. The first paragraph of the Plan is

Form of Warner Bros. Discovery, Inc. Restricted Stock Unit Grant Agreement for Employees updated as of May 2025 (filed herewith)*

EX-10.4 5 a20250331-ex104rsuagreemen.htm EX-10.4 EXHIBIT 10.4 EMPLOYEE RSU FORM #ParticipantName# Dear #ParticipantFirstName#, Congratulations, you have been awarded a restricted stock unit (“RSU”) by Warner Bros. Discovery, Inc. (the “Company”). A restricted stock unit entitles you to receive a specific number of shares of the Company’s Common Stock at a future date, assuming that you satisfy con

Warner Bros. Discovery, Inc. 2025 Incentive Compensation Program (filed herewith)*

2025 Warner Bros. Discovery INCENTIVE COMPENSATION PROGRAM ELIGIBILITY AND TERMS Employees of Warner Bros. Discovery or a Participating Subsidiary (“the Company”) who are classified as regular full-time employees of the Company are eligible to participate in the annual Incentive Compensation Program (the “ICP”), subject to the discretion of management. Eligibility for part-time, less-than-full tim

Form of Warner Bros. Discovery, Inc. 2025 Special PRSU Agreement for Executives (filed herewith)*

EX-10.3 4 a20250331-ex1032025executi.htm EX-10.3 EXHIBIT 10.3 2025 EXECUTIVE SPECIAL PRSU FORM #ParticipantName# Dear #ParticipantFirstName#, Congratulations, you have been awarded a performance restricted stock unit (“PRSU”) in recognition of your contributions to the success of Warner Bros. Discovery, Inc. (the “Company”). A PRSU entitles you to receive a specific number of shares of the Company

Third Amendment to the Employment Agreement, dated February 8, 2025, by and between Gerhard Zeiler and Turner International, Inc. (filed herewith)*

EX-10.2 3 a20250331-ex102employmen.htm EX-10.2 /s/ Jennifer Remling /s/ Gerhard Zeiler

Warner Bros. Discovery Reports First-Quarter 2025 Results Three Months Ended March 31, 2025 2024 % Change $ in millions Reported Ex-FX(*) Distribution $ 4,886 $ 4,985 (2) % (1) % Advertising 1,980 2,148 (8) % (8) % Content 1,866 2,558 (27) % (25) % O

Warner Bros. Discovery Reports First-Quarter 2025 Results Three Months Ended March 31, 2025 2024 % Change $ in millions Reported Ex-FX(*) Distribution $ 4,886 $ 4,985 (2) % (1) % Advertising 1,980 2,148 (8) % (8) % Content 1,866 2,558 (27) % (25) % Other 247 267 (7) % (6) % Total revenues $ 8,979 $ 9,958 (10) % (9) % Net income (loss) available to Warner Bros. Discovery, Inc. (453) (966) (53) % NM

Form of Warner Bros. Discovery, Inc. Performance Restricted Stock Unit Agreement for Employees updated as of May 2025 (filed herewith)*

EX-10.7 8 a20250331-ex107prsuagreeme.htm EX-10.7 EXHIBIT 10.7 EMPLOYEE PRSU FORM #ParticipantName# Dear #ParticipantFirstName#, Congratulations, you have been awarded a performance restricted stock unit (“PRSU”) in recognition of your contributions to the success of Warner Bros. Discovery, Inc. (the “Company”). A PRSU entitles you to receive a specific number of shares of the Company’s Series A co

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): May 8, 2025 Warner Bros. Discover

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): May 8, 2025 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction of i

Form of Warner Bros. Discovery, Inc. Enhanced Restricted Stock Unit Grant Agreement for Employees updated as of May 2025 (filed herewith)*

EX-10.5 6 a20250331-ex105ersuagreeme.htm EX-10.5 EXHIBIT 10.5 EMPLOYEE ERSU FORM #ParticipantName# Dear #ParticipantFirstName#, Congratulations, you have been awarded an enhanced restricted stock unit (“ERSU”) by Warner Bros. Discovery, Inc. (the “Company”). An enhanced restricted stock unit entitles you to receive a specific number of shares of the Company’s Common Stock at a future date, assumin

Q1 2025 Shareholder Letter | May 8, 2025 1 Fellow Shareholders, In 2025, Warner Bros. Discovery (WBD) has shown an exceptional ability to create breakthrough content and tell stories that capture the world’s attention. Nowhere is this more evident th

Q1 2025 Shareholder Letter | May 8, 2025 1 Fellow Shareholders, In 2025, Warner Bros.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34177 Warner Bros. Discove

Form of Warner Bros. Discovery, Inc. Nonqualified Stock Option Grant Agreement for Employees updated as of May 2025 (filed herewith)*

EXHIBIT 10.6 EMPLOYEE NQSO AGREEMENT #ParticipantName# Dear #ParticipantFirstName#, Congratulations, you have been given a stock option grant in recognition of your contributions to the success of Warner Bros. Discovery, Inc. (the “Company”). A stock option grant gives you the right to purchase a specific number of shares of the Company’s Common Stock at a fixed price, assuming that you satisfy co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Dr. John C. Malone to Transition to Chair Emeritus of Warner Bros. Discovery Board NEW YORK – April 11, 2025 – Warner Bros. Discovery, Inc. (the "Company") (Nasdaq: WBD) today announced that Dr. John C. Malone has decided not to stand for re-election

Dr. John C. Malone to Transition to Chair Emeritus of Warner Bros. Discovery Board NEW YORK – April 11, 2025 – Warner Bros. Discovery, Inc. (the "Company") (Nasdaq: WBD) today announced that Dr. John C. Malone has decided not to stand for re-election to the Company’s Board of Directors and will be transitioning to the role of Chair Emeritus, effective upon the expiration of his term at the 2025 An

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 8, 2025 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 31, 2025 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction o

Warner Bros. Discovery Announces the Addition of Anton Levy to its Board of Directors New York – March 31, 2025 – Warner Bros. Discovery, Inc. (the “Company”) (Nasdaq: WBD) today announced that it intends to add Anton Levy as an independent director

Warner Bros. Discovery Announces the Addition of Anton Levy to its Board of Directors New York – March 31, 2025 – Warner Bros. Discovery, Inc. (the “Company”) (Nasdaq: WBD) today announced that it intends to add Anton Levy as an independent director to the Company’s Board of Directors in connection with the 2025 Annual Meeting of Stockholders (the “Annual Meeting”). His addition follows a comprehe

Warner Bros. Discovery, Inc. 2024 Incentive Compensation Program (filed herewith)*

2024 Warner Bros. Discovery INCENTIVE COMPENSATION PROGRAM ELIGIBILITY AND TERMS Employees of Warner Bros. Discovery or a Participating Subsidiary (“the Company”) who are classified as regular full-time employees of the Company are eligible to participate in the annual Incentive Compensation Program (the “ICP”), subject to the discretion of management. Eligibility for part-time, less-than-full tim

Summary of Non-Employee Director Compensation (filed herewith)*

WARNER BROS. DISCOVERY, INC. Non-Employee Director Compensation Summary Annual Cash Retainers: Cash retainers to non-employee directors will be paid in equal quarterly installments in arrears on or around the last business day of each calendar quarter. Retainers will be pro-rated as appropriate. •Board Member Retainer - $105,000 •Board Chair Retainer - $280,000* •Audit Committee Chair - $40,000 •A

List of Subsidiaries of Warner Bros. Discovery, Inc. (filed herewith)

Exhibit 21 List of Consolidated Subsidiaries of Warner Bros. Discovery, Inc. Entity Name Country "Zilpzalp" Vermögensverwaltung GmbH Germany 137 Production Services Inc. Canada 26th Street Development, LLC United States 3 Foot 8 Limited New Zealand 300 Pictures, Inc. United States 3253 Production Services Inc. Canada 4423 Productions LLC United States 7 Friends Pictures Inc. United States AC Holdi

The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association under the Indenture dated as of December 1, 2011 between Scripps Networks Interactive, Inc. and U.S. Bank Trust Company, National Association as successor in interest to U.S. Bank National Association, as trustee

EX-25.7 Exhibit 25.7 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036

The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association under the Indenture dated as of March 10, 2023 among WarnerMedia Holdings, Inc., Warner Bros. Discovery, Inc. and U.S. Bank Trust Company, National Association, as trustee

EX-25.5 Exhibit 25.5 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036

As filed with the Securities and Exchange Commission on February 27, 2025

As filed with the Securities and Exchange Commission on February 27, 2025 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34177 Warner Bros. Discovery, I

The Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of U.S. Bank Trust Company, National Association under the Indenture dated as of August 19, 2009 among Discovery Communications, LLC, Warner Bros. Discovery, Inc. and U.S. Bank Trust Company, National Association as successor in interest to U.S. Bank National Association, as trustee

EX-25.3 Exhibit 25.3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036

Warner Bros. Discovery Reports Fourth-Quarter and Full-Year 2024 Results Three Months Ended December 31, Twelve Months Ended December 31, 2024 2023 % Change 2024 2023 % Change $ in millions Reported Ex-FX(*) Reported Ex-FX(*) Distribution $ 4,917 $ 4

wbd4q24earningsrelease02 Warner Bros. Discovery Reports Fourth-Quarter and Full-Year 2024 Results Three Months Ended December 31, Twelve Months Ended December 31, 2024 2023 % Change 2024 2023 % Change $ in millions Reported Ex-FX(*) Reported Ex-FX(*) Distribution $ 4,917 $ 4,913 — % 2 % $ 19,701 $ 20,237 (3) % (1) % Advertising 1,830 2,087 (12) % (11) % 8,090 8,700 (7) % (7) % Content 2,909 2,963

Filing Fees

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Warner Bros. Discovery, Inc. (Exact Name of Registrant as Specified in its Charter) WarnerMedia Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Discovery Communications, LLC (Exact Name of Registrant as Specified in its Charter) Scripps Networks Interactive, Inc. (Exact Name of Registrant as Specified in its Ch

Consent of Womble Bond Dickinson (US) LLP (included in opinion filed as Exhibit 5.3)

EX-5.3 Exhibit 5.3 womblebonddickinson.com February 27, 2025 Womble Bond Dickinson (US) LLP 100 Light Street 26th Floor Baltimore, MD 21202 t: 410.545.5800 f: 410.545.5801 Scripps Networks Interactive, Inc. 230 Park Avenue South New York, New York 10003 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We have acted as special Ohio counsel to Scripps Networks Interactive, Inc., an Ohio

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 27, 2025 Warner Bros. Di

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 27, 2025 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdictio

Twenty-Second Supplemental Indenture, dated as of January 1, 2025, by and among Discovery Communications, LLC, Warner Bros. Discovery, Inc., Scripps Networks Interactive, Inc. and U.S. Bank Trust Company, National Association, as trustee (filed herewith)

a20241231-ex41922ndsuppl EXECUTION VERSION DISCOVERY COMMUNICATIONS, LLC, Issuer WARNER BROS.

Q4 2024 Shareholder Letter | February 27, 2025 1 Fellow Shareholders, When we formed Warner Bros. Discovery (WBD), it was with clear strategic intent. Our belief then - and now - was that in uniting renowned storytelling prowess and an exceptional li

Q4 2024 Shareholder Letter | February 27, 2025 1 Fellow Shareholders, When we formed Warner Bros.

Warner Bros. Discovery, Inc. Insider Trading Policy (filed herewith)

a20241231-ex19insidertra 1 Warner Bros Discovery, Inc. Insider Trading Policy Global Employees Updated October 2024 Overview The Board of Directors of Warner Bros. Discovery, Inc. (“WBD” or the “Company”) has adopted this Insider Trading Policy (“Policy”) to provide guidelines to all directors, officers, and employees of WBD with respect to trading in WBD securities, as well as the securities of p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 28, 2025 Warner Bros. Disco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): January 28, 2025 Warner Bros.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 8, 2025 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction

Anthony Noto and Joey Levin to Join Warner Bros. Discovery, Inc. Board of Directors New York – January 14, 2025 – Warner Bros. Discovery, Inc. (the “Company”) (Nasdaq: WBD) today announced that Anthony Noto and Joey Levin have been appointed to the C

Anthony Noto and Joey Levin to Join Warner Bros. Discovery, Inc. Board of Directors New York – January 14, 2025 – Warner Bros. Discovery, Inc. (the “Company”) (Nasdaq: WBD) today announced that Anthony Noto and Joey Levin have been appointed to the Company’s Board of Directors. Noto joined the Board as of January 8, 2025, and Levin will join the Board on February 1, 2025, and both will stand for e

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): December 28, 2024 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdictio

Financial Statements and Exhibits, Other Events

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): December 12, 2024 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdictio

FOR IMMEDIATE RELEASE WARNER BROS. DISCOVERY ANNOUNCES NEW CORPORATE STRUCTURE TO ENHANCE STRATEGIC FLEXIBILITY Company to Comprise Two Industry-Leading Divisions – Global Linear Networks and Streaming & Studios Creates Optionality to Pursue Further

FOR IMMEDIATE RELEASE WARNER BROS. DISCOVERY ANNOUNCES NEW CORPORATE STRUCTURE TO ENHANCE STRATEGIC FLEXIBILITY Company to Comprise Two Industry-Leading Divisions – Global Linear Networks and Streaming & Studios Creates Optionality to Pursue Further Value Creation Opportunities for Both Divisions NEW YORK, December 12, 2024 – Warner Bros. Discovery, Inc. (the “Company”) (Nasdaq: WBD) today announc

As filed with the Securities and Exchange Commission on November 7, 2024

As filed with the Securities and Exchange Commission on November 7, 2024 Registration No.

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Warner Bros. Discovery, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Other Deferred Compensation O

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 7, 2024 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction

• Q3 total revenues were $9.6 billion, a 3% ex-FX(1)(*) decrease compared to the prior year quarter. • Net income available to Warner Bros. Discovery, Inc. was $0.1 billion, which includes $1.6 billion of pre-tax acquisition-related amortization of i

• Q3 total revenues were $9.6 billion, a 3% ex-FX(1)(*) decrease compared to the prior year quarter. • Net income available to Warner Bros. Discovery, Inc. was $0.1 billion, which includes $1.6 billion of pre-tax acquisition-related amortization of intangibles, content fair value step-up, and restructuring expenses. • Q3 total Adjusted EBITDA(2)(*) was $2.4 billion, a 18% ex-FX decrease compared t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34177 Warner Bros. Dis

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 4, 2024 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction

Credit Agreement, dated as of October 4, 2024, among Discovery Communications, LLC, Warner Bros. Discovery, Inc. (“WBD”), as facility guarantor, certain wholly-owned subsidiaries of WBD, as borrowers, Scripps Networks Interactive, Inc. and WarnerMedia Holdings, Inc., as subsidiary guarantors, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer.*

EXECUTION VERSION 1946397196 Published Deal CUSIP: 25470UAM3 Published Revolver CUSIP: 25470UAN1 CREDIT AGREEMENT Dated as of October 4, 2024 Among DISCOVERY COMMUNICATIONS, LLC, and CERTAIN SUBSIDIARIES as Borrowers, WARNER BROS.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): September 16, 2024 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdicti

Second Amendment to the Fourth Amended and Restated Receivables Purchase Agreement, dated as of June 28, 2024, by and among Warner Bros. Discovery Receivables Funding, LLC, the other persons from time to time party thereto, PNC Bank, National Association, Turner Broadcasting System, Inc. and PNC Capital Markets LLC (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on August 7, 2024 (SEC File No. 001-34177))

2024.6.30-Exhibit 10.2 (Second Amendment to the fourth AR RPA).docx 4288734 SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT This SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of June 28, 2024, is by and among WARNER BROS. DISCOVERY RECEIVABLES FUNDING, LLC (formerly known as AT&T Receivables Funding II, LL

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 7, 2024 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction o

As filed with the Securities and Exchange Commission on August 7, 2024

As filed with the Securities and Exchange Commission on August 7, 2024 Registration No.

Q2 2024 Earnings Press Release | August 7, 2024 Q2 Financial Summary & Operational Highlights Warner Bros. Discovery, Inc. Reports Second Quarter 2024 Earnings Results 1 2024 2023 % Change $ in millions Reported Ex-FX(*) Total revenues $ 9,713 $ 10,3

Q2 2024 Earnings Press Release | August 7, 2024 Q2 Financial Summary & Operational Highlights Warner Bros.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34177 Warner Bros. Discover

Form of Warner Bros. Discovery, Inc. 2024 RSU Grant Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on August 7, 2024 (SEC File No. 001-34177))*

NON-EMPLOYEE DIRECTOR RSU FORM #ParticipantName# Dear #ParticipantName#, Congratulations, you have been awarded a restricted stock unit (“RSU”) in recognition of your contributions to the success of Warner Bros.

Filing fee table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Warner Bros. Discovery, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee  Calculation  Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity   Series A commo

Second Amendment to the Employment Agreement, dated May 13, 2024, by and between Gerhard Zeiler and Turner International, Inc. (filed herewith)*

TURNER INTERNATIONAL, INC. 30 HUDSON YARDS NEW YORK, NY 10001 May 13, 2024 Gerhard Zeiler Dear Gerhard: Reference is made to your existing employment agreement with Turner International, Inc. (the “Company”), made July 13, 2022, as amended by that certain letter amendment, dated August 23, 2022 (the “Employment Agreement”). You and the Company hereby agree that this second letter amendment (this “

230 Park Avenue South, New York, NY 10003

August 5, 2024 Via EDGAR: Ms. Claire DeLabar and Mr. Robert Littlepage Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Warner Bros. Discovery, Inc. Form 10-K for the Year Ended December 31, 2023 Form 8-K filed May 9, 2024 File No. 001-34177 Dear Ms. DeLabar and Mr. Littlepage: Set forth below are Warner Bros. Discovery,

230 Park Avenue South, New York, NY 10003

July 10, 2024 Via EDGAR: Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 7, 2024 (June 3, 2024) Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other j

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Warner Bros. Discovery, Inc. (Exact Name of R

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Warner Bros. Discovery, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 35-2333914 (State or Other Jurisdiction of Incorporation) (I.R.S. Employer Identification No.) 230 Par

Warner Bros. Discovery Announces Early Results and Upsize of Previously Announced Cash Tender Offer

Exhibit 99.1 FOR IMMEDIATE RELEASE May 23, 2024 Investor Contacts: Andrew Slabin [email protected] 212-548-5544 Peter Lee [email protected] 212-548-5907 Media Contact: Laura Watson [email protected] 747-288-5397 Warner Bros. Discovery Announces Early Results and Upsize of Previously Announced Cash Tender Offer New York, New York — Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or th

Warner Bros. Discovery Announces the Pricing Terms of Previously Announced Cash Tender Offer

Exhibit 99.2 FOR IMMEDIATE RELEASE May 23, 2024 Investor Contacts: Andrew Slabin [email protected] 212-548-5544 Peter Lee [email protected] 212-548-5907 Media Contact: Laura Watson [email protected] 747-288-5397 Warner Bros. Discovery Announces the Pricing Terms of Previously Announced Cash Tender Offer New York, New York — Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the “Comp

Other Events

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): May 23, 2024 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction of

Underwriting Agreement, dated as of May 14, 2024, among WarnerMedia Holdings, Inc., Warner Bros. Discovery, Inc., Discovery Communications, LLC, Scripps Networks Interactive, Inc., and Barclays Bank PLC, Deutsche Bank AG, London Branch and Goldman Sachs & Co. LLC, as representatives of the several underwriters named therein.

Exhibit 1.1 Execution Version WarnerMedia Holdings, Inc. €650,000,000 4.302% Senior Notes due 2030 €850,000,000 4.693% Senior Notes due 2033 Underwriting Agreement May 14, 2024 Barclays Bank PLC 1 Churchill Place London E14 5HP United Kingdom Deutsche Bank AG, London Branch 21 Moorfields London EC2Y 9DB United Kingdom Goldman Sachs & Co. LLC 200 West Street New York, New York 10282-2198 United Sta

Entry into a Material Definitive Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 17, 2024 Warner Bros.

Second Supplemental Indenture, dated as of May 17, 2024, among WarnerMedia Holdings, Inc., Warner Bros. Discovery, Inc., Discovery Communications, LLC, Scripps Networks Interactive, Inc., Elavon Financial Services DAC, UK Branch, as paying agent, and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Commission on May 17, 2024).

Exhibit 4.2 EXECUTION VERSION WARNERMEDIA HOLDINGS, INC., Issuer WARNER BROS. DISCOVERY, INC., Parent Guarantor DISCOVERY COMMUNICATIONS, LLC, SCRIPPS NETWORKS INTERACTIVE, INC., Subsidiary Guarantors U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee and ELAVON FINANCIAL SERVICES DAC, UK BRANCH, Paying Agent SECOND SUPPLEMENTAL INDENTURE DATED AS OF MAY 17, 2024 TO INDENTURE DATED AS OF MARCH

Consent of Womble Bond Dickinson (US) LLP (contained in Exhibit 5.3)

EX-5.3 Exhibit 5.3 May 17, 2024 WarnerMedia Holdings, Inc. 230 Park Avenue South New York, New York 10003 Re:  Notes Offering of WarnerMedia Holdings, Inc. Ladies and Gentlemen: We have acted as special Ohio counsel to Scripps Networks Interactive, Inc., an Ohio corporation (the “Opinion Party”), in connection with the Registration Statement on Form S-3 (File No. 333-264453) (the “Registration Sta

€1,500,000,000 WarnerMedia Holdings, Inc. 4.302% Senior Notes due 2030 4.693% Senior Notes due 2033 Unconditionally Guaranteed by Warner Bros. Discovery, Inc.

Table of Contents Filed Pursuant to Rule No. 424(b)(5) Registration No.: 333-264453, 333-264453-01, 333-264453-02, 333-264453-04 Prospectus Supplement (To Prospectus dated April 22, 2022) €1,500,000,000 WarnerMedia Holdings, Inc. 4.302% Senior Notes due 2030 4.693% Senior Notes due 2033 Unconditionally Guaranteed by Warner Bros. Discovery, Inc. We are offering €650,000,000 aggregate principal amou

Calculation of Filing Fee Tables (Form Type) WarnerMedia Holdings, Inc. (Issuer) Warner Bros. Discovery, Inc. (Parent Guarantor) Discovery Communications, LLC (Subsidiary Guarantor) Scripps Networks Interactive, Inc. (Subsidiary Guarantor) (Exact Nam

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) WarnerMedia Holdings, Inc.

Pricing Term Sheet May 14, 2024 WarnerMedia Holdings, Inc. €650,000,000 4.302% Senior Notes due 2030 €850,000,000 4.693% Senior Notes due 2033 Security : 4.302% Senior Notes due 2030 4.693% Senior Notes due 2033 Aggregate Principal Amount Offered: €6

Free Writing Prospectus Filed Pursuant to Rule 433 Registration No.: 333-264453, 333-264453-01, 333-264453-02, 333-264453-04 May 14, 2024 Pricing Term Sheet May 14, 2024 WarnerMedia Holdings, Inc. €650,000,000 4.302% Senior Notes due 2030 €850,000,000 4.693% Senior Notes due 2033 Security : 4.302% Senior Notes due 2030 4.693% Senior Notes due 2033 Aggregate Principal Amount Offered: €650,000,000 €

FOR IMMEDIATE RELEASE May 14, 2024 Investor Contacts: Andrew Slabin [email protected] 212-548-5544 Peter Lee [email protected] 212-548-5907 Media Contact: Laura Watson [email protected] 747-288-5397 Warner Bros. Discovery Announces Upsize of P

FOR IMMEDIATE RELEASE May 14, 2024 Investor Contacts: Andrew Slabin [email protected] 212-548-5544 Peter Lee [email protected] 212-548-5907 Media Contact: Laura Watson [email protected] 747-288-5397 Warner Bros. Discovery Announces Upsize of Previously Announced Cash Tender Offer to an Aggregate Tender Cap of up to $2,500,000,000 New York, New York - Warner Bros. Discovery, Inc. (“Warner Br

Financial Statements and Exhibits, Other Events

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): May 14, 2024 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction of

SUBJECT TO COMPLETION, DATED MAY 14, 2024 WarnerMedia Holdings, Inc.  % Senior Notes due 2030  % Senior Notes due 2033 Unconditionally Guaranteed by Warner Bros. Discovery, Inc.

Table of Contents Filed Pursuant to Rule No. 424(b)(3) Registration No.: 333-264453, 333-264453-01, 333-264453-02, 333-264453-04 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell and are not soliciting an offer to buy these securities in any jurisdic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34177 Warner Bros. Discove

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): May 9, 2024 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction of i

FOR IMMEDIATE RELEASE May 9, 2024 Investor Contacts: Andrew Slabin [email protected] 212-548-5544 Peter Lee [email protected] 212-548-5907 Media Contact: Laura Watson [email protected] 747-288-5397 Warner Bros. Discovery Announces Commencement

FOR IMMEDIATE RELEASE May 9, 2024 Investor Contacts: Andrew Slabin [email protected] 212-548-5544 Peter Lee [email protected] 212-548-5907 Media Contact: Laura Watson [email protected] 747-288-5397 Warner Bros. Discovery Announces Commencement of Cash Tender Offer for an Aggregate Tender Cap of up to $1,750,000,000 for 3.900% Senior Notes due 2024 issued by Discovery Communications, LLC 3.9

Form of Warner Bros. Discovery, Inc. Additional Performance Restricted Stock Unit Grant Agreement for David Zaslav (filed herewith)*

[YEAR] ZASLAV ADDITIONAL PRSU GRANT David M. Zaslav Dear David, Congratulations, you have been awarded a performance restricted stock unit (“PRSU”) in recognition of your contributions to the success of Warner Bros. Discovery, Inc. (the “Company”) and as described in your employment agreement with the Company dated as of May 16, 2021, and the amendment to the employment agreement dated as of March

• Q1 total revenues were $9,958 million. Revenues decreased 7% ex-FX(1)(*) compared to the prior year quarter. • Net loss available to Warner Bros. Discovery, Inc. was $(966) million, and includes $1,879 million of pre-tax acquisition- related amorti

• Q1 total revenues were $9,958 million. Revenues decreased 7% ex-FX(1)(*) compared to the prior year quarter. • Net loss available to Warner Bros. Discovery, Inc. was $(966) million, and includes $1,879 million of pre-tax acquisition- related amortization of intangibles, content fair value step-up, and restructuring expenses. • Q1 total Adjusted EBITDA(2)(*) was $2,102 million, a 20% ex-FX decrea

Second Amendment to the Aircraft Time Sharing Agreement, dated as of March 21, 2024, by and between David Zaslav and Discovery Communications, LLC (filed herewith)*

SECOND AMENDMENT TO THE AIRCRAFT TIME SHARING AGREEMENT This SECOND AMENDMENT TO THE AIRCRAFT TIME SHARING AGREEMENT (the “Amendment”) is made as of the 21st day of March, 2024 (“Amendment Effective Date”), by and between DISCOVERY COMMUNICATIONS, LLC, with an address of 230 Park Ave.

Form of Warner Bros. Discovery, Inc. Annual Performance Restricted Stock Unit Grant Agreement for David Zaslav (filed herewith)*

[YEAR] ZASLAV ANNUAL PRSU GRANT David M. Zaslav Dear David, Congratulations, you have been awarded a performance restricted stock unit (“PRSU”) in recognition of your contributions to the success of Warner Bros. Discovery, Inc. (the “Company”) and as described in your employment agreement with the Company dated as of May 16, 2021, and the amendment to the employment agreement dated as of March 8,

Form of Warner Bros. Discovery, Inc. 2024 Special PRSU Agreement for Executives (filed herewith)*

2024 EXECUTIVE SPECIAL PRSU FORM #ParticipantName# Dear #ParticipantFirstName#, Congratulations, you have been awarded a performance restricted stock unit (“PRSU”) in recognition of your contributions to the success of Warner Bros.

DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

WBD / Warner Bros. Discovery, Inc. / ADVANCE/NEWHOUSE PROGRAMMING PARTNERSHIP - AMENDMENT NO. 1 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Warner Bros. Discovery, Inc. (Name of Issuer) Series A Common Stock, par value $0.01 per share (Title of Class of Securities) 934423104 (CUSIP Number) Michael D. Fricklas Advance/Newhouse Programming Partnership One World Trade Center New York, New York

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): March 29, 2024 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction o

• Q4 total revenues were $10,284 million. Revenues decreased 7% ex-FX(1)(*) compared to the prior year quarter. • Net loss available to Warner Bros. Discovery, Inc. was $(400) million, including $1,699 million of pre-tax amortization driven by acquis

• Q4 total revenues were $10,284 million. Revenues decreased 7% ex-FX(1)(*) compared to the prior year quarter. • Net loss available to Warner Bros. Discovery, Inc. was $(400) million, including $1,699 million of pre-tax amortization driven by acquisition-related intangibles and $75 million of pre-tax restructuring expenses. • Q4 total Adjusted EBITDA(2)(*) was $2,471 million. Adjusted EBITDA decr

Summary of Non-Employee Director Compensation (filed herewith)*

WARNER BROS. DISCOVERY, INC. Non-Employee Director Compensation Summary Annual Cash Retainers: Cash retainers to non-employee directors will be paid in equal quarterly installments in arrears on or around the last business day of each calendar quarter. Retainers will be pro-rated as appropriate. •Board Member Retainer - $125,000 •Board Chair Retainer - $300,000* •Audit Committee Chair - $40,000 •A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34177 Warner Bros. Discovery, I

Warner Bros. Discovery, Inc. Executive Benefit Summary (filed herewith)*

Executive Benefits Summary Executive Long-Term Care Insurance – The Discovery Communications, LLC.

Warner Bros. Discovery, Inc. 2024 Incentive Compensation Program (filed herewith)*

2024 Warner Bros. Discovery INCENTIVE COMPENSATION PROGRAM ELIGIBILITY AND TERMS Employees of Warner Bros. Discovery or a Participating Subsidiary (“the Company”) who are classified as regular full-time employees of the Company are eligible to participate in the annual Incentive Compensation Program (the “ICP”), subject to the discretion of management. Eligibility for part-time, less-than-full tim

Warner Bros. Discovery, Inc. Compensation Clawback Policy, effective October 2, 2023 (filed herewith)

WARNER BROS. DISCOVERY, INC. | COMPENSATION CLAWBACK POLICY | OCTOBER 2023 1 Compensation Clawback Policy Global Employees Effective October 2, 2023 Overview The Board of Directors (the “Board”) of Warner Bros. Discovery, Inc. (the “Company”) has adopted this Compensation Clawback Policy (the “Policy”), which provides for the recovery of incentive compensation from Covered Executives (as defined b

Warner Bros. Discovery, Inc. 2023 Incentive Compensation Program (filed herewith)*

2023 Warner Bros. Discovery INCENTIVE COMPENSATION PROGRAM ELIGIBILITY AND TERMS Employees of Warner Bros. Discovery or a Participating Subsidiary (“the Company”) who are classified as regular full-time employees of the Company are eligible to participate in the annual Incentive Compensation Program (the “ICP”), subject to the discretion of management. Eligibility for part-time, less-than-full tim

List of Subsidiaries of Warner Bros. Discovery, Inc. (filed herewith)

Exhibit 21 LIST OF SUBSIDIARIES OF WARNER BROS. DISCOVERY, INC. Entity Place of Formation "Zilpzalp" Vermögensverwaltung GmbH Germany 137 Production Services Inc. Canada 26th Street Development, LLC United States 300 Pictures, Inc. United States 3253 Production Services Inc. Canada 4423 Productions LLC United States 7 Friends Pictures Inc. United States AC Holdings, Inc. United States Accent Light

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 23, 2024 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdictio

Merger with the WarnerMedia Business of AT&T On April 8, 2022, Discovery, Inc. (“Discovery”) completed its merger (the “Merger”) with the WarnerMedia business of AT&T Inc. (the “WarnerMedia Business”) and changed its name to “Warner Bros. Discovery,

Merger with the WarnerMedia Business of AT&T On April 8, 2022, Discovery, Inc. (“Discovery”) completed its merger (the “Merger”) with the WarnerMedia business of AT&T Inc. (the “WarnerMedia Business”) and changed its name to “Warner Bros. Discovery, Inc.” (“Warner Bros. Discovery”, “WBD”, the “Company”, “we”, “us” or “our”). Purpose of Trending Schedules The trending schedules summarize unaudited

WBD / Warner Bros. Discovery, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv02253-warnerbrosdiscoveryi.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 15)* Name of issuer: Warner Bros Discovery Inc Title of Class of Securities: Common Stock CUSIP Number: 934423104 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box

FOR IMMEDIATE RELEASE January 31, 2024 Investor Contacts: [email protected] 212-548-5882 Media Contact: Laura Watson [email protected] 747-288-5397 WARNER BROS. DISCOVERY TO REPORT FOURTH-QUARTER AND FULL-YEAR 2023 RESULTS ON FRIDAY, FEBR

FOR IMMEDIATE RELEASE January 31, 2024 Investor Contacts: [email protected] 212-548-5882 Media Contact: Laura Watson [email protected] 747-288-5397 WARNER BROS. DISCOVERY TO REPORT FOURTH-QUARTER AND FULL-YEAR 2023 RESULTS ON FRIDAY, FEBRUARY 23 (New York, NY) — January 31, 2024— Warner Bros. Discovery, Inc. (the “Company”) (Nasdaq: WBD) today announced that it will report its fourth-q

Financial Statements and Exhibits, Other Events

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): January 31, 2024 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction

Discovery, Inc. - SC 13G

SC 13G 1 d569328dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* VS MEDIA HOLDINGS LIMITED (Name of Issuer) Class A Ordinary Shares, no par value (Title of Class of Securities) G9517U103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

JOINT FILING AGREEMENT

EX-99.1 2 d569328dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned, that the undersigned is individually eligible to use the Schedule 13G to which this Exhibit is attached and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf

• Q3 total revenues were $9,979 million. Revenues increased 1% ex-FX(1)(*) compared to the prior year quarter. • Net loss available to Warner Bros. Discovery, Inc. was $(417) million, and included $1,758 million of pre-tax amortization driven by acqu

• Q3 total revenues were $9,979 million. Revenues increased 1% ex-FX(1)(*) compared to the prior year quarter. • Net loss available to Warner Bros. Discovery, Inc. was $(417) million, and included $1,758 million of pre-tax amortization driven by acquisition-related intangibles and $269 million of pre-tax restructuring expenses. • Q3 total Adjusted EBITDA(2)(*) was $2,969 million. Adjusted EBITDA i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34177 Warner Bros. Dis

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 8, 2023 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction

First Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 11, 2023, by and among Warner Bros. Discovery Receivables Funding, LLC, the persons from time to time party thereto, PNC Bank, National Association, Turner Broadcasting System, Inc. and PNC Capital Markets LLC (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on November 8, 2023 (SEC File No. 001-34177))

Exhibit 10.1 - First Amendment to Fourth AR RPA 4288734 FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT This FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT (this “Amendment”), dated as of August 11, 2023, is by and among WARNER BROS. DISCOVERY RECEIVABLES FUNDING, LLC (formerly known as AT&T Receivables Funding II, LLC), a Delaware limit

Merger with the WarnerMedia Business of AT&T On April 8, 2022, Discovery, Inc. (“Discovery”) completed its merger (the “Merger”) with the WarnerMedia business of AT&T Inc. (the “WarnerMedia Business”) and changed its name to “Warner Bros. Discovery,

Merger with the WarnerMedia Business of AT&T On April 8, 2022, Discovery, Inc. (“Discovery”) completed its merger (the “Merger”) with the WarnerMedia business of AT&T Inc. (the “WarnerMedia Business”) and changed its name to “Warner Bros. Discovery, Inc.” (“Warner Bros. Discovery”, “WBD”, the “Company”, “we”, “us” or “our”). Purpose of Trending Schedules The trending schedules summarize unaudited

FOR IMMEDIATE RELEASE October 5, 2023 Investor Contacts: [email protected] 212-548-5882 Media Contact: Nathaniel Brown [email protected] 212-548-5959 WARNER BROS. DISCOVERY TO REPORT THIRD-QUARTER 2023 RESULTS ON WEDNESDAY, NOVEMBER 8

FOR IMMEDIATE RELEASE October 5, 2023 Investor Contacts: [email protected] 212-548-5882 Media Contact: Nathaniel Brown [email protected] 212-548-5959 WARNER BROS. DISCOVERY TO REPORT THIRD-QUARTER 2023 RESULTS ON WEDNESDAY, NOVEMBER 8 (New York, NY) — October 5, 2023 — Warner Bros. Discovery, Inc. (the “Company”) (Nasdaq: WBD) today announced that it will report its third-quarter 20

Financial Statements and Exhibits, Other Events

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): October 5, 2023 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction

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): September 5, 2023 Warner Bros. Di

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): September 5, 2023 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdictio

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): August 9, 2023 Warner Bros. Disco

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): August 9, 2023 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction o

Warner Bros. Discovery Announces Expiration and Results of Cash Tender Offers for Any and All 4.050% Senior Notes due 2023 Issued by Warner Media, LLC 7.570% Senior Notes due 2024 Issued by Historic TW Inc. 3.800% Senior Notes due 2024 Issued by Disc

Exhibit 99.2 FOR IMMEDIATE RELEASE August 10, 2023 Investor Contacts: Andrew Slabin [email protected] 212-548-5544 Peter Lee [email protected] 212-548-5907 Media Contact: Nathaniel Brown [email protected] 212-548-5959 Warner Bros. Discovery Announces Expiration and Results of Cash Tender Offers for Any and All 4.050% Senior Notes due 2023 Issued by Warner Media, LLC 7.570% Senior Notes d

Warner Bros. Discovery Announces the Pricing Terms of Cash Tender Offers for Any and All 4.050% Senior Notes due 2023 Issued by Warner Media, LLC 7.570% Senior Notes due 2024 Issued by Historic TW Inc. 3.800% Senior Notes due 2024 Issued by Discovery

Exhibit 99.1 FOR IMMEDIATE RELEASE August 9, 2023 Investor Contacts: Andrew Slabin [email protected] 212-548-5544 Peter Lee [email protected] 212-548-5907 Media Contact: Nathaniel Brown [email protected] 212-548-5959 Warner Bros. Discovery Announces the Pricing Terms of Cash Tender Offers for Any and All 4.050% Senior Notes due 2023 Issued by Warner Media, LLC 7.570% Senior Notes due 202

Amendment No. 2 to Credit Agreement, dated as of May 25, 2023, by and among WarnerMedia Holdings, Inc., Warner Bros. Discovery, Inc., Discovery Communications, LLC, Scripps Networks Interactive, Inc., certain lenders party thereto and JPMorgan Chase Bank, N.A., as agent (filed herewith)

EXECUTION VERSION AMENDMENT NO. 2 TO CREDIT AGREEMENT THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (this “Agreement”), dated as of May 25, 2023, is entered into by JPMORGAN CHASE BANK, N.A., as administrative agent (in such capacity, the “Administrative Agent”). RECITALS WHEREAS, the Administrative Agent, WARNERMEDIA HOLDINGS, INC., the Guarantors party thereto and the lenders from time to time party

Merger with the WarnerMedia Business of AT&T On April 8, 2022, Discovery, Inc. (“Discovery”) completed its merger (the “Merger”) with the WarnerMedia business of AT&T Inc. (the “WarnerMedia Business”) and changed its name to “Warner Bros. Discovery,

Merger with the WarnerMedia Business of AT&T On April 8, 2022, Discovery, Inc. (“Discovery”) completed its merger (the “Merger”) with the WarnerMedia business of AT&T Inc. (the “WarnerMedia Business”) and changed its name to “Warner Bros. Discovery, Inc.” (“Warner Bros. Discovery”, “WBD”, the “Company”, “we”, “us” or “our”). Purpose of Trending Schedules The trending schedules summarize unaudited

1009287107v11 FOR IMMEDIATE RELEASE August 3, 2023 Investor Contacts: Andrew Slabin [email protected] 212-548-5544 Peter Lee [email protected] 212-548-5907 Media Contact: Nathaniel Brown [email protected] 212-548-5959 Warner Bros. Discovery

1009287107v11 FOR IMMEDIATE RELEASE August 3, 2023 Investor Contacts: Andrew Slabin Andrew.

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): August 3, 2023 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34177 Warner Bros. Discover

Q2 2023 Earnings Press Release | August 3, 2023 Q2 Financial Summary & Operational Highlights Warner Bros. Discovery, Inc. Reports Second Quarter 2023 Earnings Results 1 2023 2022 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma C

Q2 2023 Earnings Press Release | August 3, 2023 Q2 Financial Summary & Operational Highlights Warner Bros.

Amendment No. 3 to Credit Agreement, dated as of June 6, 2023, by and among Discovery Communications, LLC, Warner Bros. Discovery, Inc., Scripps Networks Interactive, Inc., WarnerMedia Holdings, Inc., certain lenders party thereto and Bank of America, N.A., as administrative agent (filed herewith)

EXECUTION VERSION AMENDMENT NO. 3 TO CREDIT AGREEMENT This AMENDMENT NO. 3 TO CREDIT AGREEMENT (this “Amendment”) dated as of June 6, 2023, is entered into among DISCOVERY COMMUNICATIONS, LLC (the “Company”), CERTAIN WHOLLY-OWNED SUBSIDIARIES OF THE COMPANY PARTY HERETO AS DESIGNATED BORROWERS (each a “Designated Borrower” and, together with the Company, the “Borrowers” and, each a “Borrower”), WA

Table of Senior Notes, Issuer and Guarantors (incorporated by reference to Exhibit 22 to the Form 10-Q filed on August 3, 2023 (File No. 001-34177))

Exhibit 22 Registered Senior Notes Issued Under Issuer Guarantors Indenture dated August 19, 2009 Discovery Communications, LLC Warner Bros.

WBD / Warner Bros. Discovery Inc - Class A / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 14)* Name of issuer: Warner Bros Discovery Inc. Title of Class of Securities: Common Stock CUSIP Number: 934423104 Date of Event Which Requires Filing of this Statement: June 30, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is file

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): June 23, 2023 Warner Bros. Discov

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): June 23, 2023 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction of

FOR IMMEDIATE RELEASE June 23, 2023 Investor Contacts: Andrew Slabin [email protected] 212-548-5544 Peter Lee [email protected] 212-548-5907 Media Contact: Nathaniel Brown [email protected] 212-548-5959 WARNER BROS. DISCOVERY TO REPORT SECO

wbd2q23earningsdaterelea FOR IMMEDIATE RELEASE June 23, 2023 Investor Contacts: Andrew Slabin Andrew.

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): June 14, 2023 Warner Bros. Discov

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): June 14, 2023 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction of

Warner Bros. Discovery Announces Expiration and Results of Tender Offer for Any and All Floating Rate Notes due 2024 Issued by WarnerMedia Holdings, Inc.

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE June 14, 2023 Warner Bros. Discovery Announces Expiration and Results of Tender Offer for Any and All Floating Rate Notes due 2024 Issued by WarnerMedia Holdings, Inc. New York, New York — Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the “Company”) today announced the expiration and results, as of 5:00 p.m., New York City time, on June 13, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission File Number: 001-34177 1.Full title of the plan and the addre

Warner Bros. Discovery Announces Commencement of Cash Tender Offer for up to $500,000,000 Aggregate Principal Amount of Floating Rate Notes due 2024 Issued by WarnerMedia Holdings, Inc.

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE June 7, 2023 Warner Bros. Discovery Announces Commencement of Cash Tender Offer for up to $500,000,000 Aggregate Principal Amount of Floating Rate Notes due 2024 Issued by WarnerMedia Holdings, Inc. New York, New York — Warner Bros. Discovery, Inc. (“Warner Bros. Discovery” or the “Company”) today announced that, in connection with the Company’s previousl

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): June 7, 2023 Warner Bros. Discove

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): June 7, 2023 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction of

Amended and Restated Bylaws of Warner Bros. Discovery, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on May 10, 2023 (SEC File No. 001-34177))

AMENDED AND RESTATED BYLAWS OF WARNER BROS. DISCOVERY, INC. a Delaware corporation (hereinafter called, the “Corporation”) Amended and restated as of May 9, 2023 ARTICLE I STOCKHOLDERS Section 1.1 Place of Meetings. All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board of Directors, the Chair of the Board (as defined below) or the Pre

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): May 8, 2023 Warner Bros. Discover

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): May 8, 2023 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction of i

Form of Warner Bros. Discovery, Inc. 2023 Special PRSU Agreement for Executives (incorporated by reference to Exhibit 10.5 to the Form 10-Q filed on May 5, 2023 (SEC File No. 001-34177))*

2023 EXECUTIVE SPECIAL PRSU FORM #ParticipantName# Dear #ParticipantFirstName#, Congratulations, you have been awarded a performance restricted stock unit (“PRSU”) in recognition of your contributions to the success of Warner Bros.

Warner Bros. Discovery, Inc. Annual Performance Restricted Stock Unit Grant Agreement for David Zaslav dated March 8, 2023 (filed herewith)*

2023 ZASLAV ANNUAL PRSU GRANT David M. Zaslav Dear David, Congratulations, you have been awarded a performance restricted stock unit (“PRSU”) in recognition of your contributions to the success of Warner Bros. Discovery, Inc. (the “Company”) and as described in your employment agreement with the Company dated as of May 16, 2021, and the amendment to the employment agreement dated as of March 8, 20

Table of Senior Notes, Issuer and Guarantors (filed herewith).

Exhibit 22 Registered Senior Notes Issued Under Issuer Guarantors Indenture dated August 19, 2009 Discovery Communications, LLC Warner Bros. Discovery, Inc., Scripps Networks Interactive, Inc., WarnerMedia Holdings, Inc. (fka Magallanes, Inc.) Indenture dated March 10, 2023 WarnerMedia Holdings, Inc. Warner Bros. Discovery, Inc., Scripps Networks Interactive, Inc., Discovery Communications, LLC

Merger with the WarnerMedia Business of AT&T On April 8, 2022, Discovery, Inc. (“Discovery”) completed its merger (the “Merger”) with the WarnerMedia business of AT&T Inc. (the “WarnerMedia Business”) and changed its name to “Warner Bros. Discovery,

wbd1q23trendingschedulef Merger with the WarnerMedia Business of AT&T On April 8, 2022, Discovery, Inc.

Warner Bros. Discovery, Inc. Additional Performance Restricted Stock Unit Grant Agreement for David Zaslav dated March 8, 2023 (filed herewith)*

2023 ZASLAV ADDITIONAL PRSU GRANT David M. Zaslav Dear David, Congratulations, you have been awarded a performance restricted stock unit (“PRSU”) in recognition of your contributions to the success of Warner Bros. Discovery, Inc. (the “Company”) and as described in your employment agreement with the Company dated as of May 16, 2021, and the amendment to the employment agreement dated as of March 8

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): May 5, 2023 Warner Bros. Discover

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): May 5, 2023 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction of i

Q1 2023 Earnings Press Release | May 5, 2023 Q1 Financial Summary & Operational Highlights Warner Bros. Discovery, Inc. Reports First Quarter 2023 Earnings Results 1 2023 2022 % Change $ in millions Actual Actual Pro Forma Adjustments Pro Forma Combi

wbd1q23earningsreleasefi Q1 2023 Earnings Press Release | May 5, 2023 Q1 Financial Summary & Operational Highlights Warner Bros.

Letter amendment dated March 8, 2023, by and between David Zaslav and Warner Bros. Discovery, Inc., amending the Amended and Restated Employment Agreement dated as of May 16, 2021, as amended (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on May 5, 2023 (SEC File No. 001-34177))*

March 8, 2023 Mr. David M. Zaslav Chief Executive Officer and Chairman Warner Bros. Discovery 230 Park Avenue New York, New York 10003 Amendment to Amended and Restated Employment Agreement Dated as of May 16, 2021 This letter amends your Amended and Restated Employment Agreement, dated May 16, 2021 (the “Agreement”), as previously amended in December 2021, to amend Paragraphs 4(b) and 4(e) thereo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34177 Warner Bros. Discove

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

FOR IMMEDIATE RELEASE April 17, 2023 Investor Contacts: Andrew Slabin [email protected] 212-548-5544 Peter Lee [email protected] 212-548-5907 Media Contact: Nathaniel Brown [email protected] 212-548-5959 WARNER BROS. DISCO

wbd1q23earningsdaterelea FOR IMMEDIATE RELEASE April 17, 2023 Investor Contacts: Andrew Slabin andrewslabin@discovery.

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): April 17, 2023 Warner Bros. Disco

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): April 17, 2023 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction o

WARNERMEDIA HOLDINGS, INC. Offer to Exchange $1,750,000,000 Outstanding 3.428% Senior Notes due 2024 $1,750,000,000 Registered 3.428% Senior Notes due 2024 $500,000,000 Outstanding 3.528% Senior Notes due 2024 $500,000,000 Registered 3.528% Senior No

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-270749, 333-270749-01, 333-270749-02, 333-270749-03 PROSPECTUS WARNERMEDIA HOLDINGS, INC. Offer to Exchange $1,750,000,000 Outstanding 3.428% Senior Notes due 2024 for $1,750,000,000 Registered 3.428% Senior Notes due 2024 $500,000,000 Outstanding 3.528% Senior Notes due 2024 for $500,000,000 Registered 3.528% Senior Not

WarnerMedia Holdings, Inc. Registration Statement on Form S-4 (File Nos. 333-270749, 333-270749-01, 333-270749-02, 333-270749-03)

230 Park Avenue South New York, NY 10003 SAVALLE SIMS Executive Vice President & General Counsel E SavalleSims@discovery.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A (Amendment No.

Second Amended and Restated Certificate of Incorporation of WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.)

EX-3.1 Exhibit 3.1 CONFIDENTIAL CERTIFICATE OF MERGER OF DRAKE SUBSIDIARY, INC., (a Delaware corporation) WITH AND INTO MAGALLANES, INC., (a Delaware corporation) April 8, 2022 * * * * * * * * * * Pursuant to Section 251(c) of the General Corporation Law of the State of Delaware * * * * * * * * * * Magallanes, Inc., a corporation duly organized and existing under and by virtue of the laws of the S

Form of Letter of Transmittal

EX-99.1 Exhibit 99.1 LETTER OF TRANSMITTAL FOR WarnerMedia Holdings, Inc. OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 3.428% SENIOR NOTES DUE 2024, ISSUED ON MARCH 15, 2022, 3.528% SENIOR NOTES DUE 2024, ISSUED ON MARCH 15, 2022, 3.638% SENIOR NOTES DUE 2025, ISSUED ON MARCH 15, 2022, 3.788% SENIOR NOTES DUE 2025, ISSUED ON MARCH 15, 2022, 3.755% SENIOR NOTES DUE 2027, ISSUED ON MARCH 15, 2022, 4.05

Amendment to Second Amended and Restated Certificate of Incorporation of WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.)

EX-3.2 Exhibit 3.2 CERTIFICATE OF AMENDMENT TO SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF MAGALLANES, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Magallanes, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows: This Certifi

As filed with the Securities and Exchange Commission on March 22, 2023

S-4 Table of Contents As filed with the Securities and Exchange Commission on March 22, 2023 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) WarnerMedia Holdings, Inc.

Form of Instruction to Registered Holder and/or Book Entry Transfer Participant from Beneficial Owner

EX-99.3 Exhibit 99.3 WARNERMEDIA HOLDINGS, INC. OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 3.428% SENIOR NOTES DUE 2024, ISSUED ON MARCH 15, 2022. 3.528% SENIOR NOTES DUE 2024, ISSUED ON MARCH 15, 2022. 3.638% SENIOR NOTES DUE 2025, ISSUED ON MARCH 15, 2022. 3.788% SENIOR NOTES DUE 2025, ISSUED ON MARCH 15, 2022. 3.755% SENIOR NOTES DUE 2027, ISSUED ON MARCH 15, 2022. 4.054% SENIOR NOTES DUE 2029,

Amended and Restated Bylaws of WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.)

EX-3.3 Exhibit 3.3 Magallanes, Inc. AMENDED AND RESTATED BYLAWS As Adopted on April 8, 2022 Magallanes, Inc. AMENDED AND RESTATED BYLAWS Table of Contents Page Article I MEETINGS OF STOCKHOLDERS 1 Section 1.01. Annual Meetings 1 Section 1.02. Special Meetings 1 Section 1.03. Participation in Meetings by Remote Communication 1 Section 1.04. Notice of Meetings; Waiver of Notice 1 Section 1.05. Proxi

Statement of Eligibility of U.S. Bank Trust Company, National Association on Form T-1

EX-25.1 Exhibit 25.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE ☐ Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 91-1821036

Form of Notice of Guaranteed Delivery

EX-99.2 Exhibit 99.2 NOTICE OF GUARANTEED DELIVERY FOR WARNERMEDIA HOLDINGS, INC. OFFER TO EXCHANGE ANY AND ALL OUTSTANDING 3.428% SENIOR NOTES DUE 2024, ISSUED ON MARCH 15, 2022, 3.528% SENIOR NOTES DUE 2024, ISSUED ON MARCH 15, 2022, 3.638% SENIOR NOTES DUE 2025, ISSUED ON MARCH 15, 2022, 3.788% SENIOR NOTES DUE 2025, ISSUED ON MARCH 15, 2022, 3.755% SENIOR NOTES DUE 2027, ISSUED ON MARCH 15, 20

Consent of Womble Bond Dickinson (US) LLP (contained in opinion filed as Exhibit 5.3)

EX-5.3 Exhibit 5.3 March 22, 2023 WarnerMedia Holdings, Inc. 230 Park Avenue South New York, New York 10003 Re:  Registration Statement on Form S-4 of WarnerMedia Holdings, Inc. Ladies and Gentlemen: We have acted as special Ohio counsel to Scripps Networks Interactive, Inc., an Ohio corporation (the “Opinion Party”), in connection with the filing with the U.S. Securities and Exchange Commission (

Amended and Restated Limited Liability Company Agreement of Discovery Communications, LLC

EX-3.6 Exhibit 3.6 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DISCOVERY COMMUNICATIONS, LLC This Amended and Restated Limited Liability Company Agreement (as amended, modified, supplemented and/or restated from time to time, this “Agreement”) of Discovery Communications, LLC, a Delaware limited liability company (the “Company”), dated as of March 9, 2021, is entered into by Discov

Table of Senior Notes, Issuer and Guarantors

EX-22.1 Exhibit 22.1 Registered Senior Notes Issued Under Issuer Guarantors Indenture dated August 19, 2009 Discovery Communications, LLC Warner Bros. Discovery, Inc., Scripps Networks Interactive, Inc., WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) Indenture dated March 15, 2022 WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) Warner Bros. Discovery, Inc., Discovery Communications, LLC,

Consent of Kenneth W. Lowe with respect to the Registration Statement on Form S-4

EX-99.4 Exhibit 99.4 Rule 438 Consent of Prospective Director In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 and all amendments (including post-effective amendments) thereto (the “Registration Statement”) filed by Warner Bros. Discovery, Inc. with the Securities and Exchange Commissi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 10, 2023 Warner Bros. Discove

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 10, 2023 Warner Bros.

Underwriting Agreement, dated as of March 6, 2023, among WarnerMedia Holdings, Inc., Warner Bros. Discovery, Inc., Discovery Communications, LLC, Scripps Networks Interactive, Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Wells Fargo Securities, LLC.

Exhibit 1.1 Execution Version WarnerMedia Holdings, Inc. $1,500,000,000 6.412% Senior Notes due 2026 Underwriting Agreement March 6, 2023 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Mizuho Securities USA LLC 1271 Avenue of the Americas New York, New York 10020 Wells Fargo Securities, LLC 550 South Tryon Street, 5th Floor Charlotte, North Carolina 28202 As Representatives

Indenture, dated as of March 10, 2023, by and among WarnerMedia Holdings, Inc., Warner Bros. Discovery, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 10, 2023 (SEC File No. 001-34177))

EX-4.1 Exhibit 4.1 EXECUTION VERSION WarnerMedia Holdings, Inc. Issuer Warner Bros. Discovery, Inc. Parent Guarantor and U.S. Bank Trust Company, National Association Trustee INDENTURE Dated as of March 10, 2023 SENIOR DEBT SECURITIES Certain Sections of this Indenture relating to Sections 310 through 318, inclusive, of the Trust Indenture Act of 1939 CROSS-REFERENCE TABLE (1) Section of Trust Ind

Consent of Womble Bond Dickinson (US) LLP (contained in Exhibit 5.3)

EX-5.3 Exhibit 5.3 March 10, 2023 WarnerMedia Holdings, Inc. 230 Park Avenue South New York, New York 10003 Re:  Notes Offering of WarnerMedia Holdings, Inc. Ladies and Gentlemen: We have acted as special Ohio counsel to Scripps Networks Interactive, Inc., an Ohio corporation (the “Opinion Party”), in connection with the Registration Statement on Form S-3 (File No. 333-264453) (the “Registration S

First Supplemental Indenture, dated as of March 10, 2023, by and among WarnerMedia Holdings, Inc., Warner Bros. Discovery, Inc., Discovery Communications, LLC, Scripps Networks Interactive, Inc. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on March 10, 2023 (SEC File No. 001-34177))

EX-4.2 Exhibit 4.2 EXECUTION VERSION WARNERMEDIA HOLDINGS, INC., Issuer WARNER BROS. DISCOVERY, INC., Parent Guarantor DISCOVERY COMMUNICATIONS, LLC, SCRIPPS NETWORKS INTERACTIVE, INC., Subsidiary Guarantors and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, Trustee FIRST SUPPLEMENTAL INDENTURE DATED AS OF March 10, 2023 TO INDENTURE DATED AS OF March 10, 2023 Relating To $1,500,000,000 6.412% Sen

$1,500,000,000 WarnerMedia Holdings, Inc. 6.412% Senior Notes due 2026 Unconditionally Guaranteed by Warner Bros. Discovery, Inc.

424B5 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No.: 333-264453, 333-264453-01, 333-264453-02, 333-264453-04 Prospectus Supplement (To Prospectus dated April 22, 2022) $1,500,000,000 WarnerMedia Holdings, Inc. 6.412% Senior Notes due 2026 Unconditionally Guaranteed by Warner Bros. Discovery, Inc. We are offering $1,500,000,000 aggregate principal amount of 6.412% Senior Notes

Calculation of Filing Fee Tables (Form Type) WarnerMedia Holdings, Inc. (Issuer) Warner Bros. Discovery, Inc. (Parent Guarantor) Discovery Communications, LLC (Subsidiary Guarantor) Scripps Networks Interactive, Inc. (Subsidiary Guarantor) (Exact Nam

EX-FILING FEES 2 d426985dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) WarnerMedia Holdings, Inc. (Issuer) Warner Bros. Discovery, Inc. (Parent Guarantor) Discovery Communications, LLC (Subsidiary Guarantor) Scripps Networks Interactive, Inc. (Subsidiary Guarantor) (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered

Pricing Term Sheet March 6, 2023 WarnerMedia Holdings, Inc. $1,500,000,000 6.412% Senior Notes due 2026 (the “Notes”) Issuer: WarnerMedia Holdings, Inc. Parent Guarantor: Warner Bros. Discovery, Inc. Subsidiary Guarantors: Discovery Communications, L

Free Writing Prospectus Filed Pursuant to Rule 433 Registration No.: 333-264453, 333-264453-01, 333-264453-02, 333-264453-04 March 6, 2023 Pricing Term Sheet March 6, 2023 WarnerMedia Holdings, Inc. $1,500,000,000 6.412% Senior Notes due 2026 (the “Notes”) Issuer: WarnerMedia Holdings, Inc. Parent Guarantor: Warner Bros. Discovery, Inc. Subsidiary Guarantors: Discovery Communications, LLC, Scripps

Pricing Term Sheet March 6, 2023 WarnerMedia Holdings, Inc. $1,500,000,000 6.412% Senior Notes due 2026 (the “Notes”) Issuer: WarnerMedia Holdings, Inc. Parent Guarantor: Warner Bros. Discovery, Inc. Subsidiary Guarantors: Discovery Communications, L

Free Writing Prospectus Filed Pursuant to Rule 433 Registration No.: 333-264453, 333-264453-01, 333-264453-02, 333-264453-04 March 6, 2023 Pricing Term Sheet March 6, 2023 WarnerMedia Holdings, Inc. $1,500,000,000 6.412% Senior Notes due 2026 (the “Notes”) Issuer: WarnerMedia Holdings, Inc. Parent Guarantor: Warner Bros. Discovery, Inc. Subsidiary Guarantors: Discovery Communications, LLC, Scripps

Pricing Term Sheet March 6, 2023 WarnerMedia Holdings, Inc. $1,500,000,000 6.412% Senior Notes due 2026 (the “Notes”) Issuer: WarnerMedia Holdings, Inc. Parent Guarantor: Warner Bros. Discovery, Inc. Subsidiary Guarantors: Discovery Communications, L

FWP Free Writing Prospectus Filed Pursuant to Rule 433 Registration No.: 333-264453, 333-264453-01, 333-264453-02, 333-264453-04 March 6, 2023 Pricing Term Sheet March 6, 2023 WarnerMedia Holdings, Inc. $1,500,000,000 6.412% Senior Notes due 2026 (the “Notes”) Issuer: WarnerMedia Holdings, Inc. Parent Guarantor: Warner Bros. Discovery, Inc. Subsidiary Guarantors: Discovery Communications, LLC, Scr

SUBJECT TO COMPLETION, DATED MARCH 6, 2023 WarnerMedia Holdings, Inc. % Senior Notes due 2026 Unconditionally Guaranteed by Warner Bros. Discovery, Inc.

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No.: 333-264453, 333-264453-01, 333-264453-02, 333-264453-04 The information contained in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell and are not soliciting an offer to buy these securities in any jurisd

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF WARNER BROS. DISCOVERY, INC. AND THE WARNERMEDIA BUSINESS

EX-99.1 2 d474915dex991.htm EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF WARNER BROS. DISCOVERY, INC. AND THE WARNERMEDIA BUSINESS On April 8, 2022 (the “Merger Closing Date”), Warner Bros. Discovery, Inc. (“WBD” or the “Company”), formerly known as Discovery, Inc. (“Discovery”), and AT&T Inc. (“AT&T”) completed the transactions contemplated by (1) the Agree

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 6, 2023 (March 5, 2023) Warne

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 6, 2023 (March 5, 2023) Warner Bros.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 6, 2023 Warner Bros.

Pricing Term Sheet March 6, 2023 WarnerMedia Holdings, Inc. $1,500,000,000 6.412% Senior Notes due 2026 (the “Notes”) Issuer: WarnerMedia Holdings, Inc. Parent Guarantor: Warner Bros. Discovery, Inc. Subsidiary Guarantors: Discovery Communications, L

Free Writing Prospectus Filed Pursuant to Rule 433 Registration No.: 333-264453, 333-264453-01, 333-264453-02, 333-264453-04 March 6, 2023 Pricing Term Sheet March 6, 2023 WarnerMedia Holdings, Inc. $1,500,000,000 6.412% Senior Notes due 2026 (the “Notes”) Issuer: WarnerMedia Holdings, Inc. Parent Guarantor: Warner Bros. Discovery, Inc. Subsidiary Guarantors: Discovery Communications, LLC, Scripps

Aircraft Time Sharing Agreement, dated as of January 4, 2014, by and between David Zaslav and Discovery Communications, LLC (filed herewith)*

a20221231-ex1048dzaircra EXECUTION COPY AIRCRAFT TIME SHARING AGREEMENT This Aircraft Time Sharing Agreement (“Agreement”) is effective as of the day of January, 2014 (“Effective Date”), by and between Discovery Communications, LLC, with an address of One Discovery Place, Silver Spring, MD 20910 (“Discovery”), and David Zaslav, with an address of One Discovery Place, Silver Spring, MD 20910 (“Executive”).

Form of Restricted Stock Unit Award (Substitute WarnerMedia Award) for Employees of Warner Bros. Discovery, Inc. Outside of the United States (filed herewith)*

Exhibit 10.35 Discovery Communications, Inc. 2013 Incentive Plan (the “Plan”) Restricted Stock Units (Substitute WarnerMedia Awards) Restricted Stock Unit Award For employees of Warner Bros. Discovery, Inc. Outside the United States This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. Name: #ParticipantName# Grant Date: #Gra

Summary of Non-Employee Director Compensation (filed herewith)*

Exhibit 10.36 WARNER BROS. DISCOVERY, INC. Non-Employee Director Compensation for Calendar 2023 Annual Cash Retainers: Cash retainers to non-employee directors will be paid in equal quarterly installments in arrears on or around the last business day of each calendar quarter. Retainers will be pro-rated as appropriate. •Board Member Retainer - $125,000 •Board Chair Retainer - $300,000* •Audit Comm

Employment Agreement, dated as of July 13, 2022, by and between Gerhard Zeiler and Turner International, Inc. (filed herewith)*

a20221231-ex1053gzemploy Exhibit 10.53 July 14, 2022 Joseph Song SVP, Human Resources

Letter Agreement, dated as of April 8, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T Inc. and WarnerMedia Holdings, Inc. (f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 10.61 to the Form 10-K filed on February 24, 2023 (SEC File No. 001-34177))

Exhibit 10.61 EXECUTION VERSION CONFIDENTIAL AT&T Inc. 208 S. Akard Street Dallas, TX 75202 April 8, 2022 Discovery, Inc. 230 Park Avenue South New York, NY 10003 Attention: Bruce Campbell With copy to: Debevoise & Plimpton LLP 919 Third Avenue New York, NY 10022 Attention: Jeffrey J. Rosen Jonathan E. Levitsky Sue Meng Ladies and Gentlemen: Reference is made herein to the Tax Matters Agreement (t

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-34177 Warner Bros. Discovery, I

Amendment to the Aircraft Time Sharing Agreement, dated as of August 1, 2018, by and between David Zaslav and Discovery Communications, LLC (filed herewith)*

Exhibit 10.49 AMENDMENT TO THE AIRCRAFT TIME SHARING AGREEMENT This AMENDMENT TO THE AIRCRAFT TIME SHARING AGREEMENT (the "Amendment") is made as of the 1st day of August, 2018 ("Amendment Effective Date") by and between DISCOVERY COMMUNICATIONS, LLC, with an address of One Discovery Place, Silver Spring, Maryland 20910 ("DCL"), and DAVID ZASLA V, with an address of One Discovery Place, Silver Spr

Discovery, Inc. Performance Restricted Stock Unit Grant Agreement for David Zaslav dated March 1, 2021 (filed herewith)*

Exhibit 10.46 DISCOVERY, INC. PERFORMANCE RESTRICTED STOCK UNIT GRANT AGREEMENT FOR DAVID ZASLAV Discovery, Inc. (the “Company”) has granted you a performance restricted stock unit (the “PRSU”) under the Discovery Communications, Inc. 2013 Incentive Plan (the “Plan”). The PRSU lets you receive a specified number of shares (“Shares”) of the Company’s Series A Common Stock (the “Series A PRSU Shares

Warner Bros. Discovery, Inc. 2005 Non-Employee Director Incentive Plan (as amended and restated effective May 20, 2015) (as further amended April 22, 2022 and December 14, 2022) (filed herewith)*

Exhibit 10.37 WARNER BROS. DISCOVERY, INC. 2005 NON-EMPLOYEE DIRECTOR INCENTIVE PLAN (As Amended and Restated Effective May 20, 2015) (As further amended April 22, 2022 and December 14, 2022) ARTICLE I PURPOSE AND AMENDMENT OF PLAN 1.1 Purpose. The purpose of the Plan is to provide a method whereby eligible Nonemployee Directors of the Company may be awarded additional remuneration for services re

Discovery, Inc. (filed herewith)

Exhibit 21 LIST OF SUBSIDIARIES OF WARNER BROS. DISCOVERY, INC. Entity Place of Formation "Zilpzalp" Vermögensverwaltung GmbH Germany 137 Production Services Inc. Canada 167g Productions LLC United States 17th Floor Productions, LLC United States 2601223 Ontario, Inc. Canada 26th Street Development, LLC United States 300 Pictures, Inc. United States 3253 Production Services Inc. Canada 4423 Produc

Warner Bros. Discovery, Inc. RSU Grant Agreement for Non-Employee Directors (filed herewith)*

Exhibit 10.38 NON-EMPLOYEE DIRECTOR RSU FORM #ParticipantName# Dear #ParticipantName#, Congratulations, you have been awarded a restricted stock unit (“RSU”) in recognition of your contributions to the success of Warner Bros. Discovery, Inc. (the “Company”). We would like you to have an opportunity to share in the continued success of the Company through this RSU under the Warner Bros. Discovery,

Form of Warner Bros. Discovery, Inc. Performance Restricted Stock Unit Agreement for Employees (filed herewith)*

Exhibit 10.25 EMPLOYEE PRSU FORM Dear , Congratulations, you have been awarded a performance restricted stock unit (“PRSU”) in recognition of your contributions to the success of Warner Bros. Discovery, Inc. (the “Company”). A PRSU entitles you to receive a specific number of shares of the Company’s Series A common stock (“Shares”) at a future date, assuming that you satisfy conditions of the Plan

Warner Bros. Discovery, Inc. Incentive Compensation Program (filed herewith)*

a20221231-ex1020incentiv Warner Bros. Discovery INCENTIVE COMPENSATION PROGRAM Adopted effective January 1, 2009, as amended in 2010, 2011, 2012, 2013, 2015, 2016, 2018, 2019, 2020, and 2022 ELIGIBILITY AND TERMS Employees of Warner Bros. Discovery or a Participating Subsidiary (“the Company”) who are classified as regular full-time employees of the Company are eligible to participate in the annua

Warner Bros. Discovery Supplemental Retirement Plan amended and restated effective January 1, 2023 (incorporated by reference to Exhibit 10.21 to the Form 10-K filed on February 24, 2023 (SEC File No. 001-34177))*

a20221231-ex1021suppleme WARNER BROS. DISCOVERY SUPPLEMENTAL RETIREMENT PLAN (Amended and Restated Effective as of January 1, 2023) ARTICLE I ESTABLISHMENT AND PURPOSE Discovery Communications, LLC previously maintained the Discovery Communications, LLC Supplemental Deferred Compensation Plan (the “Plan”). The sponsorship of the Plan was assumed by Warner Bros. Discovery, Inc. (the “Company”), eff

Form of Warner Bros. Discovery, Inc. Enhanced Restricted Stock Unit Grant Agreement for Employees (filed herewith)*

Exhibit 10.26 EMPLOYEE ERSU FORM #ParticipantName# Dear #ParticipantFirstName#, Congratulations, you have been awarded an enhanced restricted stock unit (“ERSU”) by Warner Bros. Discovery, Inc. (the “Company”). An enhanced restricted stock unit entitles you to receive a specific number of shares of the Company’s Common Stock at a future date, assuming that you satisfy conditions of the Plan and th

Letter amendment to Employment Agreement, dated as of August 23, 2022, by and between Gerhard Zeiler and Turner International, Inc. (filed herewith)*

Exhibit 10.54 TURNER INTERNATIONAL, INC. 30 HUDSON YARDS NEW YORK, NY 10001 August 23, 2022 Gerhard Zeiler Dear Gerhard: Reference is made to your existing employment agreement with Turner International, Inc. (the “Company”), made July 13, 2022 (the “Employment Agreement”). You and the Company hereby agree that this letter amendment (this “Amendment”) will modify the Employment Agreement as set fo

Description of Warner Bros. Discovery, Inc.'s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Form 10-K filed on February 24, 2023 (SEC File No. 001-34177))

Exhibit 4.1 DESCRIPTION OF WARNER BROS. DISCOVERY’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of the end of the period covered by this report, the securities of Warner Bros. Discovery, Inc. (“WBD”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are Series A common stock, par value $0.01 per s

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 23, 2023 Warner Bros. Di

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 23, 2023 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdictio

Merger with the WarnerMedia Business of AT&T On April 8, 2022, Discovery, Inc. (“Discovery”) completed its merger (the “Merger”) with the WarnerMedia business of AT&T Inc. (the “WarnerMedia Business”) and changed its name to “Warner Bros. Discovery,

wbd4q22trendingschedulef Merger with the WarnerMedia Business of AT&T On April 8, 2022, Discovery, Inc.

Q4 and Full-Year 2022 Earnings Press Release | February 23, 2023 Q4 Financial Summary & Operational Highlights Warner Bros. Discovery, Inc. Reports Fourth-Quarter 2022 Earnings Results 1 2022 2021 % Change $ in millions Actual Pro Forma Adjustments P

wbd4q22earningsreleasefi Q4 and Full-Year 2022 Earnings Press Release | February 23, 2023 Q4 Financial Summary & Operational Highlights Warner Bros.

WBD / Warner Bros Discovery Inc / SUSQUEHANNA SECURITIES, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm235085d6sc13ga.htm SC 13G/A CUSIP No: 934423104 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.) (Name of Issuer) Series A Common Stock,

WBD / Warner Bros Discovery Inc / Brahman Capital Corp. Passive Investment

SC 13G/A 1 brahman-wbd123122a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* WARNER BROS. DISCOVERY, INC. (Name of Issuer) Series A Common Stock (Title of Class of Securities) 934423104 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate

WBD / Warner Bros Discovery Inc / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 13)* Name of issuer: Warner Bros Discovery Inc. Title of Class of Securities: Common Stock CUSIP Number: 934423104 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is

Financial Statements and Exhibits, Other Events

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 1, 2023 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction

FOR IMMEDIATE RELEASE February 1, 2023 Investor Contacts: Andrew Slabin [email protected] 212-548-5544 Peter Lee [email protected] 212-548-5907 Media Contact: Nathaniel Brown [email protected] 212-548-5959 WARNER BROS. DIS

FOR IMMEDIATE RELEASE February 1, 2023 Investor Contacts: Andrew Slabin andrewslabin@discovery.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 17, 2023 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): January 4, 2023 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdiction

Filing fee table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Warner Bros.

As filed with the Securities and Exchange Commission on December 16, 2022

S-8 As filed with the Securities and Exchange Commission on December 16, 2022 Registration No.

As filed with the Securities and Exchange Commission on December 16, 2022

As filed with the Securities and Exchange Commission on December 16, 2022 Registration Statement No.

Warner Bros. Discovery, Inc. Non-Employee Directors Deferral Plan (incorporated by reference to Exhibit 10.1 to the Form S-8 filed on December 16, 2022 (SEC File No. 001-34177))*

EX-10.1 Exhibit 10.1 Warner Bros. Discovery, Inc. Non-Employee Directors Deferral Plan Effective January 1, 2023 Table of Contents Preamble 1 Article 1—General 1-1 1.1. Plan 1-1 1.2. Effective Dates 1-1 Article 2—Definitions 2-1 2.1. Account 2-1 2.2. Administrator 2-1 2.3. Beneficiary 2-1 2.4. Board or Directors 2-1 2.5. Code 2-1 2.6. Committee 2-1 2.7. Common Stock 2-1 2.8. Company 2-1 2.9. Compe

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2022 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State o

Financial Statements and Exhibits, Other Events

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): November 22, 2022 Warner Bros. Discovery, Inc. (Exact name of registrant as specified in its charter) Commission File Number: 001-34177 Delaware 35-2333914 (State or other jurisdictio