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Warner Bros. Discovery, Inc. filings document operating results, governance and capital-structure disclosures for a global media and entertainment company. Its 8-K reports furnish earnings releases and shareholder letters, report material agreements, describe financing arrangements and record shareholder voting matters.
Proxy materials cover board governance, executive compensation, equity-award disclosures and security-holder votes. The filing record also identifies WBD Series A common stock on the Nasdaq Global Select Market and listed senior notes due 2030 and 2033 on the Nasdaq Global Market.
Warner Bros. Discovery has received the requisite consents from holders of multiple series of senior unsecured notes issued by Discovery Communications, LLC and Discovery Global Holdings, Inc. to adopt proposed amendments to the governing indentures in connection with the planned acquisition of WBD by Paramount Skydance Corporation.
The amendments extend the deadline to commence required junior lien exchange offers to the Merger Agreement’s End Date of March 4, 2027 (with adjustments if the merger terminates) and modify terms of future junior lien exchange notes depending on whether the acquisition closes. Consent participation was very high across series, including 99.18% of DGH’s $4,301,142,000 5.050% notes due 2042 and 95.44% of its $3,012,152,000 4.279% notes due 2032.
All consenting holders will receive a cash consent payment of $2.50 or €2.50 per $1,000/€1,000 principal amount, with the payment date expected on or about May 29, 2026. In line with the Merger Agreement, Paramount intends to fund all consent payments and related fees using cash on hand, regardless of whether the acquisition is ultimately completed.
Warner Bros. Discovery, Inc. is asking holders of multiple Discovery Communications and Discovery Global Holdings senior notes to approve amendments to the indentures governing these debts. The Consent Solicitations relate to WBD’s proposed acquisition by Paramount Skydance Corporation.
The amendments would extend the deadline to launch required junior lien exchange offers to March 4, 2027 (the Merger Agreement “End Date,” subject to extension), and adjust the terms of any future Junior Lien Exchange Notes depending on whether the acquisition closes. They also make technical and clarifying changes to the existing indentures.
Noteholders who consent by 5:00 p.m. New York City time on May 26, 2026, and whose consents are counted toward the required majorities, will receive a $2.50 or €2.50 cash payment per $1,000 or €1,000 principal amount, funded by Paramount. Each indenture and note class has its own majority consent threshold, and each solicitation can be completed, extended, or terminated independently.
Warner Bros. Discovery reported a sharp swing to a first‑quarter net loss of $2.916 billion, mainly driven by a one‑time $2.8 billion Netflix Termination Fee after canceling its planned separation and sale of Streaming and Studios to Netflix.
Revenue was essentially flat at $8.893 billion, as growth in Streaming and Studios helped offset lower Global Linear Networks distribution and advertising, including the loss of NBA rights. Content and depreciation costs fell, but higher marketing, integration spending, restructuring charges and interest on a $15 billion bridge loan weighed on results.
The company agreed to be acquired by Paramount Skydance Corporation (PSKY). If completed, each WBD Series A share would receive $31.00 in cash plus a small daily “ticking” amount after September 30, 2026, funded in part by a $45.72 billion guarantee from Larry Ellison and an affiliated trust. The merger requires regulatory approvals and carries sizable potential termination fees on both sides.
Warner Bros. Discovery reported a sharply wider loss for Q1 2026 despite solid operating metrics in key segments. Total revenues were $8.9 billion, down 1% year over year, as declines in Global Linear Networks offset growth in Streaming and Studios.
Net loss available to Warner Bros. Discovery was $2.9 billion, driven by a $2.8 billion Netflix termination fee plus $1.3 billion of acquisition-related amortization, content fair value step-up and restructuring. Adjusted EBITDA was $2.2 billion, up 5%, reflecting a 29% rise in Streaming Adjusted EBITDA to $438 million and a jump in Studios Adjusted EBITDA to $775 million, partly offset by a 9% decline in Global Linear Networks Adjusted EBITDA.
Free cash flow swung to a $(476) million outflow from $302 million, pressured by higher net content investment, higher taxes and working capital, though management notes Q1 is seasonally weak for cash generation. The company ended the quarter with $33.4 billion of gross debt, $30.1–33.4 billion of net debt depending on definition, and reported net leverage of 3.4x. Streaming subscriber-related revenues grew 8% ex-FX, supported by global HBO Max expansion, while Global Linear Networks continued to face secular pressure despite strong sports and news performance.
Vanguard Capital Management reports beneficial ownership of 181,104,955 shares (7.22%) of Warner Bros Discovery Inc common stock as of 03/31/2026. The filing states Vanguard has sole voting power over 24,196,365 shares and sole dispositive power over 181,104,955 shares. The Schedule 13G explains these holdings include securities held by Vanguard funds and certain affiliates under SEC Release No. 34-39538. The form is signed and dated 04/30/2026.
Warner Bros. Discovery renewed Chief Financial Officer Gunnar Wiedenfels’ employment under a new agreement that takes effect on July 11, 2026, immediately after his current contract expires, and runs through April 28, 2028.
Under the new terms, his annual base salary will be $2,500,000, with a target cash bonus equal to 175% of base salary, subject to preset performance goals. He will be eligible for annual equity awards with a target value of $10,000,000, plus a one-time restricted stock unit grant valued at $2,000,000 expected on August 17, 2026.
If terminated without Cause or he resigns for Good Reason, he may receive up to 24 months of salary continuation, bonus eligibility for the severance period, continued health benefits and repatriation to Germany, with additional equity vesting protections, including full vesting on certain terminations within 12 months after a Change in Control. The agreement includes noncompetition and nonsolicitation covenants lasting 12 and 18 months, respectively, after employment. The contract is permitted under, but not conditioned on, the proposed merger with Paramount Skydance Corporation.
Warner Bros. Discovery is asking stockholders to vote at its virtual 2026 annual meeting on four items: electing 13 directors for one-year terms, ratifying PricewaterhouseCoopers LLP as auditor for 2026, approving 2025 executive compensation on an advisory basis, and considering a stockholder proposal the Board recommends voting against.
The Board highlights a largely independent slate, with 12 of 13 directors independent and an average five-year tenure for independent directors. All key committees are fully independent, and governance practices include an independent chair, annual elections, one-share-one-vote structure, no poison pill, and stockholder rights to call special meetings. Director pay is weighted toward equity, with a $105,000 annual cash retainer and $240,000 in restricted stock units for most members in 2025.
The filing emphasizes 2025 performance: the Studios segment generated $2.55 billion in Adjusted EBITDA, up 54% year over year, while Streaming delivered $1.37 billion in Adjusted EBITDA and added nearly 15 million net subscribers to reach about 132 million. The company notes strategic actions culminating in a merger agreement under which Paramount Skydance Corporation will acquire WBD, providing stockholders $31.00 per share (plus any applicable ticking fee), a 147% premium to WBD’s unaffected closing price of $12.54 on September 10, 2025, and coinciding with a 164% stock price increase from the start of 2025 to signing.
Warner Bros. Discovery, Inc. stockholders approved the Agreement and Plan of Merger with Paramount Skydance Corporation and Prince Sub Inc., under which WBD will become a wholly owned subsidiary of PSKY after the merger closes.
At the special meeting, 1,761,474,343 shares, or about 70.3% of the 2,506,768,389 outstanding shares of Series A common stock as of March 20, 2026, were represented, satisfying quorum. Stockholders strongly backed the merger agreement but did not approve, on an advisory basis, the merger-related compensation for WBD’s named executive officers.
Warner Bros. Discovery, Inc. Chief People & Culture Officer Amy Girdwood reported a tax-withholding share disposition related to equity compensation. She delivered 225,624 shares of Series A Common Stock at $27.20 per share to cover tax obligations. Following this non-market transaction, she directly holds 801,659 shares of Series A Common Stock.