Warner Bros. Discovery (WBD) 10-K risk factor changes: FY2025 vs FY2024

[removed: The] [added: We operate in highly competitive global] media and entertainment industries in which we compete for viewers, [removed: distribution] [added: distribution,] and advertising [removed: are highly competitive.][added: spend.]

We face increased competitive pressure for talent, content, audiences, subscribers, [removed: service providers,] advertising spending and production infrastructure.

We compete with a broad range of companies engaged in media, [removed: entertainment and] [added: entertainment,] communications [added: and technology] services, some of whom have interests in multiple media and entertainment businesses that are often vertically integrated, all vying for consumer time, attention and discretionary spending.

Our ability to compete successfully depends on a number of factors, including our ability to consistently acquire and produce high quality content and our ability to identify and successfully execute strategies and partnerships to distribute our content [added: and attract viewers and subscribers] amidst a rapidly evolving competitive landscape.

In addition, new technology, including generative artificial intelligence (“AI”), is evolving rapidly and [added: becoming more prevalent in business operations and content generation, and] our ability to compete could be adversely affected if our competitors gain an advantage by using such technologies.

In addition, a number of other streaming services with larger subscriber bases and greater household penetration [removed: have recently introduced] [added: offer] ad-supported tiers.

[removed: The ways in which viewers consume content, and technology and distribution models in the media and entertainment industries, continue to evolve, and new] [added: New] distribution platforms, as well as increased competition from new entrants and emerging [removed: technologies,] [added: technologies and the availability of alternative forms of entertainment (including user-generated content),] have added to the complexity of maintaining predictable revenues.

In order to respond to this decline, changing consumer behavior, increasing preferences to consume content on demand, and changes in content distribution models in the media and entertainment industries, we have invested in, developed and launched streaming services including [added: HBO] Max and discovery+.

We have incurred and will likely continue to incur significant costs to develop and market our streaming services, including costs related to international expansion, technological enhancements, [added: production of original content] and subscriber acquisition.

There can be no assurance, however, that consumers and advertisers will embrace our offerings, that subscribers will activate or renew a subscription, particularly given the significant number of streaming services in the marketplace, or that our [removed: DTC] [added: streaming] business or other strategies we implement will be as successful or as profitable as our traditional linear television business.

If we are not able to access our targeted audience with appealing category-specific content and adapt to new technologies, distribution methods, platforms and business models, we may experience a decline in viewership and ultimately a decline in the demand for our [removed: programming,] [added: content,] which could lead to lower [removed: distribution] [added: content licensing, distribution,] and advertising revenues, materially and adversely affecting our business, financial condition and results of operations.

The success of our business depends on the acceptance of our content and brands by our U.S. and international viewers, which may be unpredictable and [removed: volatile.][added: volatile.]

Therefore, the underperformance of a feature film, especially an “event” film, [added: i.e. one produced at higher cost and intended to reach a wider audience,] upon its theatrical release can result in lower-than-expected revenues for our business which could limit our ability to create future content.

Other factors, including the availability of alternative forms of entertainment and leisure time activities, piracy, [removed: and] our ability to develop strong brand awareness [added: and general economic conditions and their effects on consumer spending] may also affect the audience demand for our content.

[removed: Consequently, reduced] [added: Reduced] public acceptance of our television programs, feature films, sports and news content or negative publicity regarding individuals or operations associated with our content or brands may decrease our audience share and customer/viewer reach and adversely affect our business, financial condition and results of operations.

If our [removed: DTC] [added: streaming] products fail to attract and retain subscribers, our business, financial condition and results of operations may be adversely impacted.

Our [added: HBO] Max and discovery+ offerings are subscription-based streaming services and are among many such services in a crowded and highly competitive landscape.

If we are unable to effectively market our [removed: DTC] [added: streaming] products or if consumers do not perceive the pricing and related features of our [removed: DTC] [added: streaming] products to be of value versus our competitors, we may not be able to attract and retain subscribers.

Further, decreases in consumer discretionary spending in the markets where our [removed: DTC] [added: streaming] products are offered may reduce our ability to attract and retain subscribers to our services, which could have a negative impact on our business.

Relatedly, a decrease in viewing subscribers on our advertising-supported [removed: DTC] [added: streaming] products could also have a negative impact on the rates we are able to charge advertisers for advertising-supported services.

If existing subscribers, including those who receive subscriptions through wireless, broadband, or streaming bundling arrangements with third parties or through wholesale arrangements with MVPDs, cancel or discontinue their subscriptions for any reason, including as a result of selecting an alternative wireless or broadband plan that does not bundle our products, canceling or discontinuing their MVPD subscription, or due to the availability of competing offerings that are perceived to offer greater value compared to our [removed: DTC] [added: streaming] products, our business may be adversely affected.

If we are unable to attract and retain subscribers and offset the losses of subscribers who cancel or discontinue their subscriptions to our [removed: DTC] [added: streaming] products, our business, financial condition and results of operations could be adversely affected.

While the number of subscribers associated with our networks impacts our ability to generate advertising revenue (as further described elsewhere in this Item [removed: 1A), subscription-based revenue also represents a significant portion of our revenue.][added: 1A.]

The license fees and other commercial terms that we receive are [removed: dependent,] [added: dependent on,] among other factors, [removed: on] the acceptance and performance of our content with consumers.

We rely on platforms owned by our competitors for digital and linear distribution of our [removed: content.][added: content.]

We invest significant resources to acquire and maintain licenses to produce sports [removed: programming] [added: programming,] and there can be no assurance that we will continue to be successful in our efforts to obtain or maintain licenses to recurring sports events or recoup our investment when the content is distributed.

The impact of these licenses on our results of operations [added: and cash flows] over the term of the licenses depends on a number of factors, including the strength of advertising [removed: markets and] [added: markets,] subscription [removed: levels and] [added: levels,] rates for [removed: programming.][added: programming and the timing and amount of our rights payments.]

For example, the 2023 WGA and SAG-AFTRA strikes caused delays in the production of our television programs and feature films and in the release of certain [removed: programming.][added: programming, which impacted our business even after the strikes were ultimately resolved.]

We have recognized, and could continue to recognize, impairment charges related to goodwill and other intangible [removed: assets.][added: assets.]

For example, continued negative industry or economic trends, including the decline of traditional linear television viewership and linear ad revenues, declining levels of global GDP growth and soft advertising markets in the U.S., disruptions to our business, inability to effectively integrate acquired businesses, execution risk associated with anticipated growth in our [removed: DTC] [added: streaming] products, underperformance of our content, failure to renew content licenses and distribution agreements, including affiliate and sports rights renewals, unexpected significant changes or planned changes in use of the assets, including in connection with restructuring initiatives, divestitures and continued decline in our market capitalization could negatively affect our estimates of the fair value of our reporting units.

For example, in 2024, we determined that our estimate of the fair value of our [added: Global Linear] Networks reporting unit was below its recorded value on our balance sheet and we recorded a $9.1 billion pre-tax, non-cash impairment of goodwill.

Service disruptions or [removed: the failure of] [added: outages affecting] communications satellites or [removed: transmitter facilities] [added: other externally managed critical technology infrastructure, including cloud-based platforms and connectivity services] we rely [removed: upon] [added: upon,] could adversely impact our business, financial condition and results of operations.

We [added: also] rely on communications [removed: satellites and] [added: satellites,] transmitter [removed: facilities] [added: facilities,] and other technical infrastructure, including [removed: fiber,] [added: fiber and other connectivity services,] to transmit programming to affiliates and other distributors.

[removed: Shutdowns of communications satellites and transmitter facilities] [added: Shutdowns, outages,] or [added: other] service disruptions [added: affecting communications satellites, cloud-based platforms, transmitter facilities, or related infrastructure] will pose significant risks to our operations.

Such disruptions [removed: may] [added: could] be caused by power outages, [added: fires,] natural disasters, extreme weather, terrorist attacks, war, failures or impairments of communications satellites or [added: cloud-based platforms, failures of] on-ground uplinks or [removed: downlinks or other technical facilities and services used to transmit programming,] [added: downlinks, connectivity interruptions, employee misconduct, third-party interference,] failure of service providers to meet contractual requirements, or other similar events.

If a communications [removed: satellite] [added: satellite, cloud-based platform,] or other transmission [added: or hosting] means (e.g., [removed: fiber)] [added: fiber or other connectivity services)] is not able to [removed: transmit] [added: support] our [removed: programming,] [added: operations,] or if any material component thereof fails or becomes inoperable, we may not be able to secure [removed: an alternative communications path in] a timely [removed: manner because,] [added: alternative due to,] among other factors, [removed: there are a] [added: the] limited number of [added: available] service providers and [removed: other means available for] the [removed: transmission of programming, and any alternatives may require lead time and] [added: potential need for] additional [added: lead time,] technical [removed: resources and] [added: resources, or] infrastructure to [removed: implement.][added: implement alternatives.]

[removed: If] [added: Any] such [removed: an event were to occur, there could be a] disruption [removed: in] [added: could impair] the delivery of our [removed: programming, which could] [added: programming or services,] harm our [removed: reputation] [added: reputation,] and materially adversely affect our business, financial [removed: condition] [added: condition,] and results of operations.

Our consolidated indebtedness as of December 31, [removed: 2024] [added: 2025] was [removed: $39,505] [added: $32,567] million, of which [removed: $2,748] [added: $139] million is current.

In addition, we have the ability to draw down on a [removed: $6.0 billion] [added: $4,000 million] revolving credit facility in the ordinary course, which would have the effect of further increasing our debt to the extent drawn.

- requiring the dedication of a substantial portion of our cash flow from operations to service our debt, thereby reducing the amount of cash flow available for other purposes such as capital expenditures, investments, share repurchases, [removed: and] mergers and [removed: acquisitions;][added: acquisitions, other business opportunities, and other purposes;]

Risks Related to the PSKY Merger

The completion of the PSKY Merger is subject to a number of conditions, many of which are largely outside the parties’ control, and, if these conditions are not satisfied or waived, the PSKY Merger may not be completed within the expected timeframe or at all.

On February 27, 2026, WBD entered into the PSKY Merger Agreement, pursuant to which, at the effective time of the PSKY Merger, a wholly owned subsidiary of PSKY will merge with and into WBD, with WBD surviving as a wholly owned subsidiary of PSKY.

The completion of the PSKY Merger is subject to the satisfaction or waiver of certain customary conditions, including, among others, (i) the adoption of the PSKY Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote on such matter, (ii) the expiration or receipt of any applicable mandatory waiting period, clearance or affirmative approval of any governmental body, agency or authority contemplated by the PSKY Merger Agreement, (iii) the absence of any enacted, issued or promulgated law or governmental order that is in effect and that restrains, enjoins or otherwise prohibits the consummation of the PSKY Merger, (iv) the absence of a Company Material Adverse Effect as defined in the PSKY Merger Agreement and (v) WBD not having completed the separation of its Streaming & Studios business from its Global Linear Networks business nor having declared or made any dividend to WBD’s stockholders to effectuate such separation.

There can be no assurance that the conditions to completion of the PSKY Merger, including the receipt of required regulatory approvals, will be satisfied or waived on a timely basis or at all.

Further, there can be no assurance that governmental authorities will not impose conditions, terms, obligations or restrictions and that such conditions, terms, obligations or restrictions will not have the effect of delaying or preventing consummation of the PSKY Merger.

If WBD is required to divest assets or businesses, there can be no assurance that we will be able to negotiate such divestitures expeditiously or on favorable terms or that the governmental authorities will approve the terms of such divestitures.

In addition, we can provide no assurance that these conditions, terms, obligations or restrictions will not result in the abandonment of the PSKY Merger.

If the conditions to completion of the PSKY Merger are not satisfied or waived, we may be unable to complete the PSKY Merger in the timeframe or manner currently anticipated or at all.

Failure to complete the PSKY Merger could adversely affect our business, results of operations and financial condition, including in the event WBD is required to pay the Company Termination Fee and reimburse PSKY for certain payments.

Either WBD or PSKY may terminate the PSKY Merger Agreement if the PSKY Merger has not been consummated by March 4, 2027, subject to an extension to June 4, 2027 specified in the PSKY Merger Agreement.

If the PSKY Merger is not completed within the expected timeframe or at all, the ongoing business of WBD could be adversely affected and will be subject to certain risks, including, among others, the following: (i) the market price of our common stock (which may reflect a market assumption that the PSKY Merger will be completed) may decline, (ii) WBD will have incurred, and may continue to incur, significant expenses for professional services and other transaction costs in connection with the PSKY Merger for which we will have received little or no benefit if the PSKY Merger is not completed and (iii) failure to complete the PSKY Merger may result in negative publicity or result in a negative impression of WBD in the investment community and with customers and other stakeholders.

Further, pursuant to the PSKY Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to the closing of the PSKY Merger that restrict us from taking certain or omitting to take certain actions without PSKY’s prior written consent (not to be unreasonably withheld, conditioned or delayed), which may adversely affect our ability to execute certain of our business strategies.

If the PSKY Merger is not completed, these risks could materially affect the business and financial results of WBD and the price of our common stock, including to the extent that the current market price of our common stock is positively affected by a market assumption that the PSKY Merger will be completed.

In addition, if the PSKY Merger is terminated, in certain circumstances, we could be required to pay to PSKY a termination fee of $3.0 billion (the “Company Termination Fee”) and reimburse PSKY for (i) any payment made by PSKY, which will in no event be more than $1,528 million, in connection with WBD’s obligation to complete the Junior Lien Exchange Offer by December 30, 2026 and (ii) the Netflix Termination Fee (the “PSKY Reimbursements”).

In such circumstances, we may be required to use available cash that would have otherwise been available for general corporate purposes or other uses, which may materially and adversely affect our business, results of operations and financial condition.

While the PSKY Merger is pending, we will be subject to business uncertainties and certain contractual restrictions that could adversely affect our business, results of operations and financial condition.

We have expended, and continue to expend, significant management time and resources in an effort to complete a strategic transaction, including the PSKY Merger, which may have a negative impact on our ongoing business and operations.

Uncertainty regarding the outcome of the PSKY Merger and our future could disrupt our business relationships with our existing and potential customers, suppliers, distributors, advertisers, content providers, vendors and other business partners, who may attempt to negotiate changes to existing business relationships or consider entering into business relationships with parties other than us.

Uncertainty regarding the outcome of the PSKY Merger and related transactions could also adversely affect our ability to recruit and retain key personnel and other employees.

In addition, due to certain restrictions in the PSKY Merger Agreement on the conduct of our business prior to completing the PSKY Merger, we may be unable (without PSKY’s prior written consent, not to be unreasonably withheld, conditioned or delayed), during the pendency of the PSKY Merger, to pursue strategic transactions, undertake certain significant financing transactions and otherwise pursue other actions, even if such actions would prove beneficial, and such restrictions may cause WBD to forego certain opportunities we might otherwise pursue.

Further, the PSKY Merger Agreement contains provisions, including the “no shop” provisions, the Company Termination Fee and the PSKY Reimbursements, that could discourage a potential competing acquiror of WBD from making a competing proposal more favorable to us than the PSKY Merger.

Further, litigation may be filed against the board of directors in connection with the PSKY Merger, including putative stockholder complaints or stockholder class action complaints.

Such litigation, the outcome of which is uncertain, could divert the attention of WBD management and employees from its day-to-day business, otherwise adversely affect WBD’s business, results of operations and financial condition, result in material adverse judgments or settlements and delay or prevent the completion of the PSKY Merger.

These increased competitive pressures have resulted in, and could continue to result in, increased costs, including with respect to talent and intellectual property rights.

The advertising market is also evolving and sensitive to general economic conditions, consumer buying patterns, advertising agency influences (such as how those advertising agencies manage their clients’ marketing budgets and negotiate for our advertising inventory), and developments in AI technology.

The use of AI tools in advertising technology is also becoming more prevalent.

If our competitors are able to adopt the use of these tools more rapidly than us, potential advertisers may prefer to advertise with them, which could lead to declines in our advertising revenue.

The ways in which viewers consume content, and technology and distribution models in the media and entertainment industries, continue to evolve.

Technology such as AI may be used in ways that increase access to publicly available free or relatively inexpensive content that could reduce demand for our content, products and streaming services.

Regulations governing new technological developments, such as AI, remain unsettled, and these developments could affect aspects of our business model, including revenue streams for the use of our intellectual property and how we create and distribute our content.

In addition, to the extent our content is perceived as low quality, offensive or otherwise not compelling to viewers, our business could be adversely affected.

We could also face boycotts by viewers, which could adversely affect our business, financial condition and results of operations.

Furthermore, to the extent our marketing, customer service and public relations efforts are not effective or result in negative reaction, the acceptance of our content could likewise be adversely affected.

Risk Factors), subscription-based revenue also represents a significant portion of our revenue.

The value of programming licenses may be negatively affected by factors outside of our control, such as league agreements and decisions to alter the number, frequency and timing of regular and post-season games played during a season, which could affect the value of our sports rights.

We rely on communications satellites, cloud service providers, and other third-party infrastructure and service providers to support the transmission, storage, processing, and delivery of our content and to operate key aspects of our business.

The terms of the Bridge Loan Facility may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

In June 2025, we and DGH, a wholly-owned subsidiary of the Company, entered into the Bridge Loan Facility with respect to an 18-month $17 billion term loan, and in February 2026, the Bridge Loan Facility was extended.

The Bridge Loan Facility contains a number of restrictive covenants that impose operating restrictions on us and may limit our ability to engage in acts that may be in our long-term best interest, including the right to engage in mergers, consolidations and asset sales, incur debt and liens, enter into transactions with affiliates, pay dividends and certain other restricted payments and make certain restricted investments.

The advertising market is also sensitive to general economic conditions and consumer buying patterns.

The impact of these strike-related delays and other consequences of these strikes have continued to impact our business even after the strikes were ultimately resolved.

In 2024, S&P and Moody’s revised our ratings outlook from stable to negative in part due to declines in our linear business, including as a result of the weak operating environment for linear networks, and our leverage ratio.

From time to time we may enter into strategic transactions, make investments or make acquisitions.

Our success may depend on opportunities to buy other businesses or technologies that could complement, enhance or expand our current business or products or that might otherwise offer us growth opportunities.

Such transactions may result in dilutive issuances of our equity securities, use of our cash resources, and incurrence of significant debt and amortization expenses related to intangible assets.

We may also incur unanticipated expenses, fail to realize anticipated benefits, have difficulty integrating the acquired businesses, disrupt relationships with current and new employees, subscribers, affiliates and vendors, or have to delay or not proceed with announced transactions.

Additionally, regulatory agencies, such as the FCC or U.S. Department of Justice, may impose additional restrictions on the operation of our business as a result of our seeking regulatory approvals for any strategic transactions and significant acquisitions.

We have directors who also serve as directors of Liberty Media Corporation (“Liberty Media”), Liberty Global Ltd. (“Liberty Global”), Qurate Retail, Inc. f/k/a Liberty Interactive Corporation (“Qurate Retail”), Liberty Broadband Corporation (“Liberty Broadband”), and Liberty Latin America Ltd. (“LLA”), which may lead to conflicting interests for those directors or result in the diversion of business opportunities or other potential conflicts.

Dr. John C.

Malone, chairman of Liberty Media, Liberty Global and Liberty Broadband and member of the board of directors of Qurate Retail, serves on our board of directors.

Our board of directors also currently includes two other persons who serve on the board of directors of Liberty Global and the board of directors of LLA.

Liberty Media, Liberty Global, Qurate Retail, and Liberty Broadband, LLA (together, the “Liberty Entities”) own interests in various U.S. and international media, communications and entertainment companies, such as Charter Communications, Inc., that directly or indirectly own or operate domestic or foreign content services that may compete with the content services we offer.

We have no rights in respect of U.S. or international content opportunities developed by or presented to any of the Liberty Entities or their respective subsidiaries, and the pursuit of these opportunities by any of the Liberty Entities or their respective subsidiaries may adversely affect our interests and those of our stockholders.

None of the Liberty Entities own any interest in us.

Dr. Malone beneficially owns: shares of Liberty Media representing approximately 48% of the aggregate voting power of its outstanding stock, shares representing approximately 30% of the aggregate voting power of Liberty Global, shares representing approximately 6% of the aggregate voting power of Qurate Retail, shares representing approximately 48% of the aggregate voting power of Liberty Broadband and shares representing less than 1% of our outstanding common stock.

Our other directors who are also directors of the Liberty Entities hold stock and stock-based compensation in the Liberty Entities and hold our stock and stock-based compensation.

These ownership interests and/or business positions could create conflicts of interest or the appearance of conflicts of interest when these individuals are faced with decisions that could have different implications for us and/or one or more of the Liberty Entities.

For example, there may be the potential for a conflict of interest when we, on the one hand, or one or more of the Liberty Entities, on the other hand, consider acquisitions and other corporate opportunities that may be suitable for the other.

The members of our board of directors have fiduciary duties to us and our stockholders.

Likewise, those persons who serve in similar capacities at a Liberty Entity have fiduciary duties to those companies.

Therefore, such persons may have conflicts of interest or the appearance of conflicts of interest with respect to matters involving or affecting both respective companies, and there can be no assurance that the terms of any transactions will be as favorable to us or our subsidiaries as would be the case in the absence of a conflict of interest.

- classifying our board of directors with staggered three-year terms until the election of directors at our 2025 annual meeting of stockholders, which may lengthen the time required to gain control of our board of directors;

- limiting who may call special meetings of stockholders;

See the discussion above in “Business – Regulatory Matters”.

They may also result in increased costs relating to tracking, reporting and compliance.

Risks Related to Our Acquisition and Integration of the WarnerMedia Business

Our efforts to operate as Warner Bros.

Discovery following the integration of the legacy Discovery business and the WarnerMedia Business, continue to evolve due to the complicated nature of a business such as ours and the highly competitive, rapidly changing media industry.

We may incur incremental, unforeseen costs, execution risks, and operational challenges, including those related to new operational systems and shifting priorities across business units, and the amount and timing of any such costs or challenges could materially adversely affect our business, financial condition, and results of operations.

On April 8, 2022, we completed the Merger in which we acquired the business, operations and activities that constituted the WarnerMedia Business of AT&T.

Following the Merger, the size and complexity of the business of the combined Company increased significantly and we have undertaken considerable integration activities since that time.

We have incurred significant costs following the closing of the Merger, including costs relating to organization restructuring, facility consolidation activities and other contract termination costs, which costs we believe were necessary to realize the anticipated cost synergies from the Merger.

Our success depends, in part, upon our ability to continue to manage the expanded business of the combined Company following the Merger, in a highly competitive, rapidly changing industry, which could pose substantial challenges for management, including challenges related to the management and monitoring of diverse, complex operations and associated increased costs.

To support the complex operations of the combined Company, we continue to implement integration initiatives, including integrating and enhancing the businesses’ administrative, accounting and information technology infrastructure and continuing to align and expand the geographic footprint of the DTC products for global customers.

We have also announced plans to implement a reorganization of our corporate structure during 2025 to better align the combined Company with our strategic and operational objectives.

Such integration and reorganization activities could result in business disruption or unexpected issues, higher than expected costs and an overall process that takes longer than originally anticipated.

Even if the integration and reorganization are completed successfully, the full benefits of the Merger may not be achieved or sustained by the combined Company.

All of these factors could materially adversely affect our stock price, business, financial condition, results of operations or cash flows.

We have been engaged in legal proceedings and disputes related to the Merger and could be subject to additional legal proceedings and disputes related to the Merger, the outcomes of which are uncertain and could negatively impact our business, financial condition and results of operations.

This section provides an analysis of our financial results for the fiscal year ended December 31, [removed: 2024] [added: 2025] compared to the fiscal year ended December 31, [removed: 2023.][added: 2024.]

A discussion of our results of operations and liquidity for the fiscal year ended December 31, [removed: 2023] [added: 2024] compared to the fiscal year ended December 31, [removed: 2022] [added: 2023] can be found under Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, [removed: 2023,] [added: 2024,] filed on February [removed: 23, 2024,] [added: 27, 2025,] which is available free of charge on the SEC’s website at www.sec.gov and our Investor Relations website at ir.wbd.com.

(See Note [removed: 3] [added: 5] and Note [removed: 4] [added: 12] to the accompanying consolidated financial statements.)

Discovery is a leading global media and entertainment company that creates and distributes a differentiated and comprehensive portfolio of content and products across television, film, streaming, interactive gaming, publishing, themed experiences, and consumer products through brands including: Discovery Channel, [added: HBO] Max, CNN, DC Studios, TNT Sports, HBO, Food Network, TLC, TBS, Warner Bros.

In connection with the [added: WarnerMedia] Merger, we have announced and taken actions to implement projects to achieve cost synergies for the Company.

At that time, we expected to incur approximately [removed: $4.1] [added: $4,100] - [removed: $5.3 billion] [added: $5,300 million] in pre-tax restructuring charges, of which we [removed: have] incurred [removed: $4.7 billion] [added: $4,662 million] as of December 31, 2024.

While our restructuring efforts are ongoing, the [added: WarnerMedia] Merger-related restructuring program was substantially completed at the end of 2024.

[removed: Pictures Animation group and during] [added: During] 2024, we initiated two additional restructuring [removed: initiatives;] [added: initiatives -] an organizational and personnel restructuring plan and a restructuring initiative associated with our Warner Bros.

As of December 31, [removed: 2024,] [added: 2025,] we classified our operations in three reportable segments:

- Studios - Our Studios segment primarily consists of the production and release of feature films for initial exhibition in theaters, production and initial licensing of television programs to [removed: our networks/DTC services as well as] third [removed: parties,] [added: parties and our networks/streaming services,] distribution of our films and television programs to various third party and internal television and streaming services, distribution through the home entertainment market (physical and digital), related consumer products and themed experience licensing, and interactive gaming.

- [added: Global Linear] Networks - Our [added: Global Linear] Networks segment primarily consists of our domestic and international television networks.

- [removed: DTC] [added: Streaming] \- Our [removed: DTC] [added: Streaming] segment primarily consists of our premium pay-TV and streaming services.

The ex-FX change is calculated as the difference between the current year amounts translated at a baseline rate, which is a spot rate for each of our currencies determined early in the fiscal year as part of our forecasting process (the [removed: “2024] [added: “2025] Baseline Rate”), and the prior year amounts translated at the same [removed: 2024] [added: 2025] Baseline Rate.

Consolidated Results of Operations – [removed: 2024] [added: 2025] vs. [removed: 2023][added: 2024]

Our consolidated results of operations for [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] were as follows (in millions).

| | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | % Change | | | | | | % Change (ex-FX) | | | | | | | | | | | | | | | | | | | | |

| Distribution | | | | | | $ | [removed: 19,701] [added: 19,262] | | | | | | | | | | | $ | [removed: 20,237] [added: 19,701] | | | | | | | | | | | | | | [removed: (3)] [added: (2)] | | % | | | | [removed: (1)] [added: (2)] | | % | | | | | | |

| Advertising | | | | | | [removed: 8,090] [added: 7,306] | | | | | | | | | | | | [removed: 8,700] [added: 8,090] | | | | | | | | | | | | | | | [removed: (7)] [added: (10)] | | % | | | | [removed: (7)] [added: (11)] | | % | | | | | | |

| Content | | | | | | [removed: 10,297] [added: 9,647] | | | | | | | | | | | | [removed: 11,203] [added: 10,297] | | | | | | | | | | | | | | | [removed: (8)] [added: (6)] | | % | | | | [removed: (8)] [added: (7)] | | % | | | | | | |

| Other | | | | | | [removed: 1,233] [added: 1,081] | | | | | | | | | | | | [removed: 1,181] [added: 1,233] | | | | | | | | | | | | | | | [removed: 4] [added: (12)] | | % | | | | [removed: 4] [added: (15)] | | % | | | | | | |

| Total revenues | | | | | | [removed: 39,321] [added: 37,296] | | | | | | | | | | | | [removed: 41,321] [added: 39,321] | | | | | | | | | | | | | | | (5) | | % | | | | [removed: (4)] [added: (5)] | | % | | | | | | |

| Costs of revenues, excluding depreciation and amortization | | | | | | [removed: 22,970] [added: 20,885] | | | | | | | | | | | | [removed: 24,526] [added: 22,970] | | | | | | | | | | | | | | | [removed: (6)] [added: (9)] | | % | | | | [removed: (6)] [added: (9)] | | % | | | | | | |

| Selling, general and administrative | | | | | | [removed: 9,296] [added: 9,418] | | | | | | | | | | | | [removed: 9,696] [added: 9,296] | | | | | | | | | | | | | | | [removed: (4)] [added: 1] | | % | | | | [removed: (3)] [added: 1] | | % | | | | | | |

| Depreciation and amortization | | | | | | [removed: 7,037] [added: 5,684] | | | | | | | | | | | | [removed: 7,985] [added: 7,037] | | | | | | | | | | | | | | | [removed: (12)] [added: (19)] | | % | | | | [removed: (12)] [added: (19)] | | % | | | | | | |

| Restructuring and other charges | | | | | | [removed: 447] [added: 399] | | | | | | | | | | | | [removed: 585] [added: 447] | | | | | | | | | | | | | | | [removed: (24)] [added: (11)] | | % | | | | [removed: (23)] [added: (11)] | | % | | | | | | |

| Impairments and loss on dispositions | | | | | | [removed: 9,603] [added: 172] | | | | | | | | | | | | [removed: 77] [added: 9,603] | | | | | | | | | | | | | | | [removed: NM] [added: (98)] | | [added: %] | | | | [removed: NM] [added: (98)] | | [added: %] | | | | | | |

| Total costs and expenses | | | | | | [removed: 49,353] [added: 36,558] | | | | | | | | | | | | [removed: 42,869] [added: 49,353] | | | | | | | | | | | | | | | [removed: 15] [added: (26)] | | % | | | | [removed: 16] [added: (26)] | | % | | | | | | |

| Operating [removed: loss] [added: income (loss)] | | | | | | [removed: (10,032)] [added: 738] | | | | | | | | | | | | [removed: (1,548)] [added: (10,032)] | | | | | | | | | | | | | | | NM | | | | | | NM | | | | | | | | |

| Interest expense, net | | | | | | [removed: (2,017)] [added: (2,085)] | | | | | | | | | | | | [removed: (2,221)] [added: (2,017)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Gain on extinguishment of debt | | | | | | [removed: 632] [added: 2,945] | | | | | | | | | | | | [removed: 17] [added: 632] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Loss from equity investees, net | | | | | | [removed: (121)] [added: (24)] | | | | | | | | | | | | [removed: (82)] [added: (121)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other [removed: income (expense),] [added: income,] net | | | | | | [removed: 150] [added: 65] | | | | | | | | | | | | [removed: (29)] [added: 150] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [removed: Loss] [added: Income (loss)] before income taxes | | | | | | [removed: (11,388)] [added: 1,639] | | | | | | | | | | | | [removed: (3,863)] [added: (11,388)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

[removed: | Income tax (expense) benefit | | | | | | (94) | | | | | | | | | | | | 784 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |][added: *Income Tax Expense*]

| Net [removed: loss] [added: income (loss)] | | | | | | [removed: (11,482)] [added: 749] | | | | | | | | | | | | [removed: (3,079)] [added: (11,482)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net [removed: loss] (income) [added: loss] attributable to noncontrolling interests | | | | | | [removed: 129] [added: (24)] | | | | | | | | | | | | [removed: (38)] [added: 129] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net loss [removed: (income)] attributable to redeemable noncontrolling interests | | | | | | [removed: 42] [added: 2] | | | | | | | | | | | | [removed: (9)] [added: 42] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net [removed: loss] [added: income (loss)] available to Warner Bros. Discovery, Inc. | | | | | | $ | [removed: (11,311)] [added: 727] | | | | | | | | | | | $ | [removed: (3,126)] [added: (11,311)] | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Distribution revenues are generated from fees charged to network distributors, which include cable, DTH satellite, telecommunications and digital service providers, and [removed: DTC] [added: streaming] subscribers.

Advertising revenues are principally generated from the sale of commercial time on linear (television networks and authenticated TVE applications) and digital platforms [removed: (DTC] [added: (streaming] subscription services and websites), and sold primarily on a national basis in the U.S. and on a pan-regional or local-language feed basis outside the U.S. Advertising contracts generally have a term of one year or less.

Pictures Animation group.

During 2025, we initiated restructuring plans related to the previously proposed Separation Transaction.

Distribution revenue decreased 2% in 2025, primarily attributable to an 9% decline in Networks domestic linear subscribers and the impact of the previously disclosed domestic wholesale deal renewal that occurred in the second quarter of 2025, partially offset by a 13% increase in streaming subscribers as a result of continued growth and global expansion of HBO Max and a 3% increase in domestic contractual affiliate rates.

Impairments in 2025 were primarily attributable to an additional $112 million ROU asset impairment charge related to the Hudson Yards, New York office lease.

Actual interest expense, net increased $68 million in 2025, primarily attributable by higher interest costs associated with the Bridge Loan Facility, partially offset by lower debt during the year.

During 2025, the Company commenced and completed the Tender Offers (as defined herein) by purchasing senior notes and debentures in the aggregate principal amount of $17,665 million and recorded a gain on extinguishment of debt of approximately $2,959 million.

The increase in income tax expense in 2025 was primarily attributable to an increase in pre-tax book income, including a $2,959 million gain recognized in connection with the Tender Offers in 2025, as well as the absence of a non-cash goodwill impairment charge of $9,147 million recorded in 2024, the majority of which was not deductible for tax purposes (See Note 5 and Note 11).

| Streaming | | | | | | $ | 1,370 | | | | | $ | 677 | | | | | NM | | | | | | | | |

| Global Linear Networks | | | | | | 6,412 | | | | | | 8,149 | | | | | | (21) | | % | | | | | | |

Supplemental Streaming & Studios and Global Linear Networks Division Information

The following tables present, for our Streaming & Studios and Global Linear Networks divisions, supplemental information about revenues and Adjusted EBITDA (in millions).

| Streaming | | | | | | $ | 10,876 | | | | | $ | 10,313 | | | | | 5 | | % | | | | 5 | | % |

| Studios | | | | | | 12,619 | | | | | | 11,607 | | | | | | 9 | | % | | | | 8 | | % |

| Streaming & Studios eliminations | | | | | | (3,124) | | | | | | (2,129) | | | | | | (47) | | % | | | | (47) | | % |

| Streaming & Studios | | | | | | 20,371 | | | | | | 19,791 | | | | | | 3 | | % | | | | 3 | | % |

| Global Linear Networks | | | | | | 17,656 | | | | | | 20,175 | | | | | | (12) | | % | | | | (13) | | % |

| Corporate | | | | | | 2 | | | | | | 8 | | | | | | (75) | | % | | | | (75) | | % |

| Total revenues | | | | | | $ | 37,296 | | | | | $ | 39,321 | | | | | (5) | | % | | | | (5) | | % |

| | | | | | | 2025 | | | | | | 2024 | | | | | | % Change | | | | | | % Change (ex-FX) | | |

| Streaming | | | | | | $ | 1,370 | | | | | $ | 677 | | | | | NM | | | | | | NM | | |

| Studios | | | | | | 2,545 | | | | | | 1,652 | | | | | | 54 | | % | | | | 52 | | % |

| Streaming & Studios eliminations | | | | | | (419) | | | | | | (202) | | | | | | NM | | | | | | NM | | |

| Streaming & Studios | | | | | | 3,496 | | | | | | 2,127 | | | | | | 64 | | % | | | | 66 | | % |

| Global Linear Networks | | | | | | 6,412 | | | | | | 8,149 | | | | | | (21) | | % | | | | (21) | | % |

| Corporate | | | | | | (1,096) | | | | | | (1,260) | | | | | | 13 | | % | | | | 15 | | % |

| Adjusted EBITDA | | | | | | $ | 8,744 | | | | | $ | 9,032 | | | | | (3) | | % | | | | (3) | | % |

Streaming Segment

| | | | | | | 2025 | | | | | | 2024 | | | | | | | | | % Change | | | | | | % Change (ex-FX) | | | | | | | | | | | | | | | | | | | | |

Distribution revenue increased 5% in 2025, primarily attributable to a 13% increase year-over-year in subscribers as a result of continued growth and global expansion of HBO Max, including new distribution deals, partially offset by the impact of the previously disclosed domestic wholesale deal renewal that occurred in the second quarter of 2025.

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Year Ended December 31, | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | % Change (ex-FX) | | | | | | | | |

Global ARPU decreased 11% in 2025, primarily attributable to broader wholesale distribution of HBO Max Basic with Ads, the impact of the previously disclosed domestic wholesale deal renewal that occurred in the second quarter of 2025, and growth in lower ARPU international markets.

Content revenue decreased 10% in 2025, primarily attributable to lower third-party licensing as a result of launching HBO Max in new international markets.

Cost of revenues decreased 1% in 2025, primarily attributable to lower content costs due to lower sports costs and the timing of releases, partially offset by higher international content costs to support HBO Max launches.

| | | | | | | 2025 | | | | | | 2024 | | | | | | | | | % Change | | | | | | % Change (ex-FX) | | | | | | | | | | | | | | | | | | | | |

| Adjusted EBITDA - Studios segment | | | | | | 2,545 | | | | | | | | | | | | 1,652 | | | | | | | | | | | | | | | 54 | | % | | | | 52 | | % | | | | | | |

| Employee share-based compensation | | | | | | — | | | | | | | | | | | | (1) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

The increase in film rental revenue was primarily due to the strong current year performance of *A Minecraft Movie, Superman, F1, Conjuring: Last Rites, Sinners, Final Destination Bloodlines,* and *Weapons*.

- The decrease in games revenue was attributable to lower carryover and fewer releases in 2025.

On April 8, 2022, Discovery, a global media company that provides content across multiple distribution platforms, including linear, free-to-air, and broadcast television, authenticated GO applications, digital distribution arrangements, content licensing arrangements, and DTC subscription products, completed its Merger with the WarnerMedia Business of AT&T and changed its name from “Discovery, Inc.” to “Warner Bros.

Discovery, Inc.” On April 11, 2022, our shares started trading on Nasdaq under the trading symbol WBD.

Of the total expected pre-tax restructuring charges, we expected total cash expenditures to be $1.0 - $1.5 billion.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Distribution revenue decreased 1% in 2024, primarily attributable to an 8% decline in Networks domestic linear subscribers and our exit from our regional sports business (“AT&T SportsNets”) in the U.S., which had an unfavorable impact of $225 million for the year, partially offset by a 5% increase in domestic contractual affiliate rates, a 20% increase in DTC subscribers, and an increase in pricing following the launch of Max in Europe in 2024.

Other revenue increased 4% in 2024, primarily attributable to the opening of Warner Bros.

Studio Tour Tokyo in June 2023, partially offset by the timing of services provided to the unconsolidated TNT Sports UK joint venture.

The exit from the AT&T SportsNet business had a favorable impact to costs of revenues of $277 million for the year.

(See Note 12 to the accompanying consolidated financial statements.) The loss in 2023 was primarily attributable to lease ROU asset impairments and costs associated with our exit from AT&T SportsNets.

Actual interest expense, net decreased $204 million in 2024, primarily attributable to lower debt during the period.

During 2024, we repaid in full at maturity $40 million of aggregate principal amount outstanding of our floating rate notes due March 2024 and we repurchased or repaid $5,923 million of aggregate principal amount outstanding of our senior notes.

The increase was primarily attributable to our gain on sale of equity method investments and an increase to the Merger related tax indemnification receivable accrual, partially offset by foreign currency losses.

In 2024, the Company recorded a non-cash goodwill impairment charge of $9.1 billion, the majority of which was not deductible for tax purposes.

(See Note 5 to the accompanying consolidated financial statements.) For the year ended December 31, 2024, the increase in income tax expense compared to the same period in 2023 was primarily attributable to a decrease in pre-tax book loss (excluding the non-cash goodwill impairment charge), an increase in state and local income taxes (including a state deferred tax adjustment recorded in the year ended December 31, 2024 and a one-time favorable release of an unrecognized state tax benefit in 2023 that did not recur in 2024), and a one-time favorable release of an unrecognized U.S. tax benefit in 2023 that did not recur in 2024.

| Networks | | | | | | 8,149 | | | | | | 9,063 | | | | | | (10) | | % | | | | | | |

| DTC | | | | | | 677 | | | | | | 103 | | | | | | NM | | | | | | | | |

- The decrease in games revenue was primarily attributable to the strong performance of the 2023 slate, including *Hogwarts Legacy*, compared to the 2024 slate.

Film rental revenue decreased due to the strong prior year performance of *Barbie*, which was released in 2023, partially offset by higher carryover releases from 2023 compared to 2022.

Home entertainment revenue increased due to the performance of *Dune: Part Two,* *Godzilla x Kong: The New Empire, Wonka, Aquaman 2,* and *Beetlejuice Beetlejuice* and higher catalog sales.

Other revenue increased 9% in 2024, primarily attributable to the opening of Warner Bros.

Studio Tour Tokyo in June 2023.

Costs of revenues increased 3% in 2024, primarily attributable to a 4% increase in theatrical product content expense due to product mix and higher development costs, and a 1% increase in games content expense due to impairments of $384 million, partially offset by lower intra-segment licensing costs.

Television product content expense was flat in 2024, as higher content expense commensurate with higher revenues was offset by favorable product mix and lower development costs.

| Adjusted EBITDA | | | | | | 8,149 | | | | | | | | | | | | 9,063 | | | | | | | | | | | | | | | (10) | | % | | | | (10) | | % | | | | | | |

In addition, the exit from the AT&T SportsNet business had an unfavorable impact of $225 million for the year.

Other revenue decreased 10% in 2024, primarily attributable to the timing of services provided to the unconsolidated TNT Sports UK joint venture.

Costs of revenues was flat in 2024.

Sports-related content expense increased in 2024 primarily due to the broadcast of the Olympics in Europe in the current year and the acquisition of new sports rights, partially offset by our exit from the AT&T SportsNet business and the allocation of U.S. sports costs to DTC.

The increase in sports-related content expense was further offset by lower entertainment content expense in 2024.

Our exit from the AT&T SportsNet business had a favorable impact to costs of revenues of $277 million and the broadcast of the Olympics in Europe had an unfavorable impact to costs of revenues of $664 million in the current year.

Adjusted EBITDA decreased 10% in 2024.

DTC Segment

| Selling, general and administrative | | | | | | 2,177 | | | | | | | | | | | | 2,428 | | | | | | | | | | | | | | | (10) | | % | | | | (9) | | % | | | | | | |

Distribution revenue increased 5% in 2024, primarily attributable to a 20% increase in subscribers and an increase in pricing following the launch of Max in Europe and Latin America in 2024, partially offset by continued domestic linear wholesale subscriber declines.

Global ARPU increased 1% in 2024, primarily attributable to subscriber growth of the ad-lite tier domestically, higher pricing, and a continuing subscriber mix shift from linear wholesale, partially offset by growth in lower ARPU international markets.

Content revenue decreased 51% in 2024, primarily attributable to fewer third-party licensing deals.

Cost of revenues decreased 2% in 2024, primarily attributable to lower content expense commensurate with lower content revenue, partially offset by the allocation of U.S. sports from the Networks segment.

The broadcast of the Olympics in Europe negatively impacted Adjusted EBITDA by $33 million.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 2024 | | | | | | 2023 | | | | | | | | | | | | | | | | | |

We also have access to a commercial paper program, which had no outstanding borrowings as of December 31, [removed: 2024.][added: 2025.]

As of December 31, [removed: 2024,] [added: 2025,] the fair value of our outstanding senior notes, including accrued interest, was [removed: $34.9 billion.][added: $15,205 million.]

The potential change in fair value of these senior notes from a 100 basis-point increase in quoted interest rates across all maturities, often referred to as a parallel shift in the yield curve, would be a decrease in fair value of approximately [removed: $2.1 billion] [added: $819 million] as of December 31, [removed: 2024.][added: 2025.]

Most of our non-functional currency risks related to our revenue, operating expenses, and capital expenditures were not hedged as of December 31, [removed: 2024.][added: 2025.]

We also have liabilities, such as deferred [removed: compensation,] [added: compensation liabilities,] that are accounted for at fair value (See Note 10 and Note 14 to the accompanying consolidated financial statements).

We have a $4,000 million revolving credit facility, which had no outstanding borrowings as of December 31, 2025.

Borrowings under the Bridge Loan Facility will bear interest at the Secured Overnight Financing Rate (“SOFR”) plus (i) until March 30, 2026, 3.50% per annum and (ii) from March 31, 2026 until the termination date of the Bridge Loan Facility, 4.00%.

In addition, the Company will pay a duration fee equal to the applicable percentage of the aggregate principal amount of the loan outstanding on the following dates: on each of March 31, 2026 and June 30, 2026, a fee rate of 0.50%; and on each of September 30, 2026, December 31, 2026 and March 31, 2027, a fee rate of 1.00%.

As of December 31, 2025, we had $17,845 million of fixed-rate senior notes, at par value, and a bridge loan of $15,000 million.

During the year ended December 31, 2024, we entered into a new $6.0 billion multicurrency revolving credit agreement, replacing the existing $6.0 billion multicurrency revolving credit agreement.

We had no outstanding borrowings as of December 31, 2024.

As of December 31, 2024, we had $39.5 billion of fixed-rate senior notes, at par value.

[removed: Other headwinds] [added: Headwinds] in the industry, such as continued pressures on linear distribution and [added: declines in linear subscribers and] continued softness in the U.S. linear advertising market, have had, and are expected to continue to have, a material impact on the operations and results of the Company, including a negative impact on the results of operations attributed to declines in linear advertising revenue.

The increase of digital advertising [added: inventory] available in the marketplace has also resulted in, and is expected to continue to result in, increased competition for advertising expenditures for both traditional linear networks and ad-supported tiers in streaming services.

Discovery is a leading global media and entertainment company that creates and distributes a differentiated and comprehensive portfolio of content and products across television, film, streaming, interactive gaming, publishing, themed experiences, and consumer products through brands including: Discovery Channel, [added: HBO] Max, CNN, DC Studios, TNT Sports, HBO, Food Network, TLC, TBS, Warner Bros.

Our asset mix strongly positions us to execute our key strategies: grow our [removed: direct-to-consumer (“DTC”)] [added: streaming] business globally, enhance our Studios segment, and manage our linear networks for the best possible success in order to create long-term value for our shareholders.

We generate revenue from fees charged to distributors that carry our network brands and programming, including cable, direct-to-home (“DTH”) satellite, telecommunication and digital service providers, as well as through [removed: DTC] [added: direct-to-consumer (“DTC”)] subscription services (distribution revenue); the sale of advertising on our networks and digital platforms (advertising revenue); the release of feature films for initial exhibition in theaters, the licensing of feature films and television programs to various television, subscription video on demand (“SVOD”) and other digital markets, distribution of feature films and television programs in the physical and digital home entertainment markets, sales of console games and mobile in-game content, sublicensing of sports rights, and licensing of intellectual property such as characters and brands (content revenue); and other sources such as studio tours and production services (other revenue).

[removed: Segments][added: Reportable Segments]

As of December 31, [removed: 2024,] [added: 2025,] we classified our operations in three reportable segments:

- Studios - Our Studios segment primarily consists of the production and release of feature films for initial exhibition in theaters, production and initial licensing of television programs to [removed: our networks/DTC services as well as] third [removed: parties,] [added: parties and our networks/streaming services,] distribution of our films and television programs to various third party and internal television and streaming services, distribution through the home entertainment market (physical and digital), related consumer products and themed experience licensing, and interactive gaming.

- [added: Global Linear] Networks - Our [added: Global Linear] Networks segment primarily consists of our domestic and international television networks.

- [removed: DTC] [added: Streaming] \- Our [removed: DTC] [added: Streaming] segment primarily consists of our premium pay-TV and streaming services.

WBD’s Studios [removed: business] [added: segment] includes the Warner Bros.

[removed: In September 2024, WBD announced a new global structure for] [added: WBD Global Experiences consists of] the Company’s worldwide studio tours, retail destinations, touring exhibitions, and all location-based [removed: experiences.][added: experiences inspired by *Harry Potter*, DC, *Looney Tunes*, *Scooby-Doo*, *Game of Thrones*, *Friends*, and more.]

For the year ended December 31, [removed: 2024,] [added: 2025,] content and other revenues were [removed: 92%] [added: 93%] and [removed: 8%,] [added: 7%,] respectively, of total revenues for this segment.

WBD’s [removed: linear network operations include] [added: Global Linear Networks segment includes] general entertainment, lifestyle, and news networks in the U.S., as well as a host of international media networks and global sports networks.

[removed: In 2024,] CNN, [removed: our] [added: a leading] global news brand, launched CNN [removed: International] [added: All Access] in [removed: Europe on Max,] [added: October 2025,] giving audiences the ability to access a combination of on-air CNN [removed: content] [added: content, news coverage,] and exclusive programming [added: directly] on [removed: WBD’s streaming service in Spain, Nordics, Belgium, Netherlands, and Central] [added: CNN’s apps] and [removed: Eastern Europe.][added: websites.]

The TNT Sports U.S. portfolio includes expansive, multi-platform partnerships with the [removed: National Basketball Association (“NBA”), Major League Baseball, the] [added: College Football Playoff, The] National Collegiate Athletic Association [removed: (“NCAA”)] [added: (the “NCAA”)] Division I Men’s Basketball Championship, [added: Big 12 Football and Men’s Basketball, BIG EAST Men’s and Women’s Basketball, Major League Baseball,] National Hockey League, [removed: United States Soccer Federation, Unrivaled,] National Association for Stock Car Auto [removed: Racing,] [added: Racing (“NASCAR”),] Roland-Garros, [removed: NCAA Big 12 Football and Men’s Basketball, and NCAA Big East Men’s] [added: Unrivaled] and [removed: Women’s Basketball.][added: the United States Soccer Federation.]

Additionally, TNT Sports co-manages NCAA.com and NCAA March Madness [removed: Live, along with NBA Digital including NBA TV, the NBA App and NBA.com.][added: Live.]

[removed: TNT Sports in the United Kingdom] [added: WBD’s channels] and [removed: Ireland includes live coverage of] [added: platforms are home to several major sporting events, including the 2026-2032 Olympic Games in Europe;] Australian Open and [removed: Roland-Garros tennis;] [added: Roland-Garros; tennis’] Grand [added: Slams; Grand] Tour cycling; the Union Cycliste Internationale Mountain Bike World Series; [added: British and] World [added: Superbikes; the Professional Golfers’ Association Tour year-round in some markets; the Federation Internationale de Motocyclisme (“FIM”) Enduro World Championship; The Ocean Race; the Snooker World Tour; the FIM Speedway Grand Prix, Speedway of Nations and Speedway World Cup; major World] Championship and World Cup winter sports events; [removed: British and World Superbikes; snooker; Olympic Games 2026-2032;] Premier League; [added: the Emirates FA Cup; Adobe Women’s FA Cup;] Union of European Football Associations [removed: club football; Premiership men’s] [added: (“UEFA”) Champions League, Europa League] and [removed: women’s rugby;] [added: Conference League; Gallagher PREM Rugby; Premiership Women’s Rugby;] MotoGP; international cricket; [added: and] Ultimate Fighting [removed: Championship and boxing, which are all available on TNT Sports and its streaming home, discovery+.][added: Championship.]

For the year ended December 31, [removed: 2024,] [added: 2025,] distribution, advertising, content, and other revenues were [removed: 53%,] [added: 55%,] 36%, [removed: 9%,] [added: 7%,] and 2%, respectively, of total revenues for this segment.

[removed: WBD’s DTC business includes our streaming services, such as Max and discovery+, and premium pay-TV services, such as HBO.] Our streaming services are available on most mobile and connected TV devices.

As of December 31, [removed: 2024,] [added: 2025,] we had [removed: 116.9] [added: 131.6] million [removed: DTC] [added: Streaming] subscribers1.

Our strong subscriber growth this year has driven increased revenue and profitability for the [removed: DTC] [added: Streaming] segment.

HBO is one of the most respected and innovative entertainment brands in the world, serving iconic, award-winning programming through the HBO linear channels and our DTC streaming service, [added: HBO] Max.

[added: In 2025, HBO’s crime drama] *The Penguin* [removed: also] earned Colin Farrell a Golden Globe Award in the category for Best Performance by a Male Actor in a Limited Series, Anthology Series, or a Motion Picture Made for [removed: Television.][added: Television, and the series garnered nine wins at the 77th Emmy Awards.]

[removed: Max] [added: HBO Max] is a streaming destination for a variety of programming including HBO Originals, Warner Bros.

films, [added: HBO] Max Originals, the DC universe, the Wizarding World of Harry Potter, CNN, and programming across food, home, reality, lifestyle, and documentaries from leading brands like HGTV, Food Network, Discovery Channel, and more.

Our strategy to grow our [removed: DTC] [added: Streaming] business globally delivered success in [removed: 2024] [added: 2025] with [removed: the launch of Max in 73 new] [added: HBO Max’s expansion hitting over 100] markets [removed: across] [added: including] Latin America, the Caribbean, Europe, [added: Australia,] and Asia and the addition of [removed: 19.3] [added: 14.7] million global subscribers to our [removed: DTC] [added: Streaming] products.

In 2025, our content pipeline for HBO and [added: HBO] Max [removed: includes] [added: included] the highly anticipated returns of *The White Lotus*, *The Last of Us*, *Hacks*, *...And Just Like That*, *Peacemaker*, and *The Gilded Age,* as well as the series premieres of *It: Welcome to Derry* and [removed: *The Eastern Gate*.][added: *Task*.]

[added: HBO] Max and discovery+ currently feature both ad-free and ad-lite versions in most markets.

For the year ended December 31, [removed: 2024,] [added: 2025,] distribution, advertising, and content revenues were 87%, [removed: 8%,] [added: 9%,] and 4%, respectively, of total revenues for this segment.

1 [removed: Direct-to-Consumer] [added: Streaming] subscriber \- We define a “Core [removed: DTC] [added: Streaming] Subscription” as:

[removed: (i) a retail subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product (defined below) for which we have recognized subscription revenue, whether directly or through a third party, from a direct-to-consumer platform; (ii) a wholesale subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue from a fixed-fee arrangement with a third party and where the individual user has activated their subscription; (iii) a wholesale subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue on a per subscriber basis; (iv) a] [added: iv.a] retail or wholesale subscription to an independently-branded, regional product sold on a stand-alone basis that includes discovery+, HBO, HBO Max, Max, and/or a Premium Sports Product, for which we have recognized subscription revenue (as per [removed: (i)-(iii)] [added: (i) –(iii)] above); and [removed: (v)] users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month immediately following the month in which their free trial expires.

The current “independently-branded, regional [removed: products”] [added: product”] referred to in (iv) above consist of [removed: TVN/Player and BluTV.][added: TVN/Player.]

Subscribers to multiple WBD [removed: DTC] [added: Streaming] products (listed above) are counted as a paid subscriber for each individual WBD [removed: DTC] [added: streaming] product subscription.

We may refer to the aggregate number of [removed: DTC] [added: Core Streaming] Subscriptions as “subscribers”.

We experience competition for the development and acquisition of content, distribution and sale of our content, sale of [removed: commercial] [added: advertising] time on our [removed: networks] [added: services,] and viewership.

There is competition from other [added: content providers, including] production studios, [removed: other] television networks, and online-based content providers for [removed: the acquisition of content and] creative talent such as writers, producers and [removed: directors.][added: directors, as well as for the acquisition of content.]

[removed: In addition, the] [added: The] composition of our competitors has evolved with the entrance of new market participants, including companies in adjacent sectors with significant financial, marketing, and other resources, greater efficiencies of scale, [added: and] fewer regulatory [removed: burdens and more competitive pricing.][added: burdens.]

Our ability to produce and acquire popular content is an important competitive factor for the distribution [added: and monetization] of our content, attracting viewers and the sale of advertising.

Our [removed: networks] [added: services] compete with other television networks, including broadcast, cable and local, [added: other streaming services] and with other studios and production companies for the distribution of our content and fees charged to cable television operators, DTH satellite service providers, and other distributors that carry our content.

In addition, the imposition of tariffs by the U.S. government and any retaliatory tariffs from foreign governments, including tariffs directly or indirectly applicable to our industry, may negatively impact our operations and results, including by leading to higher productions costs or decreased spending by advertisers whose expenditures are sensitive to such actions or to general economic conditions.

In the first quarter of 2025, the Company renamed its DTC reportable segment to Streaming and its Networks reportable segment to Global Linear Networks.

In June 2025, the Company announced its plans to separate the Company into two publicly traded companies, Warner Bros.

and Discovery Global, and in October 2025, the Company announced that the board of directors would evaluate a broad range of strategic options, including continuing to advance the separation of the Company, a transaction for the entire company or separate transactions for Warner Bros.

and/or Discovery Global, as well as an alternative separation structure that would enable a merger of Warner Bros.

and spin-off of Discovery Global.

Termination of Netflix Merger

In January 2026, the Company entered into an amended and restated agreement and plan of merger, by and among the Company, Netflix, Inc. (“Netflix”), Nightingale Sub, Inc., a wholly owned subsidiary of Netflix, and New Topco 25, Inc., a wholly owned subsidiary of WBD (the “Netflix Merger Agreement”), under which Netflix would have acquired the Streaming and Studios segments (subject to certain deviations) and certain other assets and liabilities, including the Company’s film and television studios, HBO Max, and HBO, following the separation and distribution of Discovery Global to the Company’s stockholders (the “Separation Transaction”).

Following the board of directors’ determination that it had received a “Company Superior Proposal,” as defined in the Netflix Merger Agreement, from PSKY and Netflix’s waiver of its right to propose revisions to the Netflix Merger Agreement, on February 27, 2026, in accordance with the terms of the Netflix Merger Agreement, the Company terminated the Netflix Merger Agreement in connection with entering into the PSKY Merger Agreement (as defined below).

In connection with the termination of the Netflix Merger Agreement, PSKY, on behalf of the Company, paid Netflix a termination fee of $2.8 billion in cash (the “Netflix Termination Fee”) as required by the terms of the Netflix Merger Agreement.

PSKY Merger

On February 27, 2026, the Company entered into an agreement and plan of merger, by and among the Company, PSKY and Prince Sub Inc., a wholly owned subsidiary of PSKY (“Merger Sub”) (as may be amended from time to time, the “PSKY Merger Agreement”), pursuant to which and subject to the terms and conditions therein, at the effective time, Merger Sub will merge with and into WBD, with WBD surviving as a wholly owned subsidiary of PSKY.

Upon completion of the PSKY Merger, each issued and outstanding share of WBD common stock (subject to certain exceptions) will be converted into the right to receive an amount in cash equal to $31.00, without interest, plus, if the closing date of the PSKY Merger occurs after September 30, 2026, the Ticking Consideration (the “Merger Consideration”).

The “Ticking Consideration” will be an amount in cash equal to $0.00277778 multiplied by the number of calendar days elapsed after September 30, 2026 to and including the closing date (which, for the avoidance of doubt, will not exceed $0.25 per 90 calendar day period).

Concurrently with the execution of the PSKY Merger Agreement, Larry J.

Ellison and an associated trust entered into a guarantee in favor of WBD to, among other things, jointly and severally guarantee certain payments by PSKY under the PSKY Merger Agreement, including $45.72 billion of the Merger Consideration, and assist WBD with the consummation of the PSKY Merger.

The completion of the PSKY Merger is subject to the receipt of required regulatory approvals, the approval of WBD shareholders and other customary closing conditions.

In addition, PSKY’s obligation to consummate the PSKY Merger is subject to WBD not having completed the separation of its Streaming & Studios business from its Global Linear Networks business nor having declared or made any dividend to WBD’s stockholders to effectuate the separation.

There can be no assurance that the PSKY Merger will occur in accordance with the expected plans or anticipated timeline, or at all.

The PSKY Merger Agreement contains certain customary termination rights for WBD and PSKY, including, without limitation, a right for either party to terminate if the PSKY Merger is not completed on or before March 4, 2027, subject to an extension to June 4, 2027 specified in the PSKY Merger Agreement.

Termination under specified circumstances will require WBD to pay PSKY a termination fee of $3.0 billion and reimburse PSKY for (i) any payment made by PSKY, which will in no event be more than $1,528 million, in connection with WBD’s obligation to complete the Junior Lien Exchange Offer (as defined herein) by December 30, 2026 and (ii) the Netflix Termination Fee, or PSKY to pay WBD a termination fee of $7.0 billion.

There have been no changes to the Company’s reportable segments or the composition of the Company’s reportable segments as a result of these actions.

Any differences in the composition of our reportable segments as a result of the previously proposed Separation Transaction have not been reflected as our chief operating decision maker (“CODM”), the Chief Executive Officer (“CEO”), has not implemented any corresponding changes to the way our business was managed through December 31, 2025.

We have included supplemental Streaming & Studios and Global Linear Networks division information and supplemental consolidating data in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.

Streaming

WBD’s Streaming segment includes our streaming services, such as HBO Max and discovery+, premium pay-TV services, such as HBO, and certain premium sports streaming products.

In January 2026, HBO Max was launched in Germany and Italy, and we anticipate launching in the UK in March 2026.

Other Emmy standouts were *Hacks* and the new HBO Max series *The Pitt*.

*The Pitt* concluded its freshman season with a 13-week streak of week-over-week growth – with every episode since its two-part premiere on January 9, 2025 outperforming the last.

The medical drama, produced by Warner Bros.

Television, received five Emmy Awards including Outstanding Drama series and is renewed for a third season.

Other hit HBO series that returned to critical acclaim in 2025 included *The White Lotus*, *The Gilded Age,* and *The Last of Us*.

Notable new series slated for 2026 include the *Game of Thrones* prequel, *A Knight of the Seven Kingdoms*, the dark comedy miniseries *DTF St. Louis* starring David Harbour and Jason Bateman, and the HBO Original comedy series *Rooster*, from co-showrunners and executive producers Bill Lawrence and Matt Tarses and stars Steve Carell, who also serves as executive producer.

Hit series returning in 2026 include *House of the Dragon*, *Euphoria*, *The Pitt,* and *Hacks*.

i.a retail subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product (defined below) for which we have recognized subscription revenue, whether directly or through a third party, from a Streaming platform;

ii.a wholesale subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue from a fixed-fee arrangement with a third party and where the individual user has activated their subscription;

iii.a wholesale subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue on a per subscriber basis, including third-party services that host a branded environment of discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue on a per subscriber basis;

The reported number of “subscribers” included herein and the definition of “Streaming Subscription” as used herein excludes:

i.individuals who subscribe to Streaming products, other than discovery+, HBO, HBO Max, Max, a Premium Sports Product, and independently-brand, regional products (currently consisting of TVN/Player), that may be offered by us or by certain joint venture partners or affiliated parties from time to time;

ii.a limited number of international discovery+ subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time;

The WGA and SAG-AFTRA went on strike in May and July 2023, respectively, following the expiration of their respective collective bargaining agreements with the Alliance of Motion Picture and Television Producers (“AMPTP”).

The WGA strike ended on September 27, 2023, and a new collective bargaining agreement was ratified on October 9, 2023.

The SAG-AFTRA strike ended on November 9, 2023, and a new collective bargaining agreement was ratified on December 5, 2023.

The strikes had a material impact on the operations and results of the Company in 2023, including a pause on certain theatrical and television productions.

Effects included a positive impact on cash flow from operations attributed to delayed production spend, and a negative impact on the results of operations attributed to timing and performance of the 2023 film slate, as well as the Company’s ability to produce, license, and deliver content.

The Company experienced content completion and delivery delays in the first quarter of 2024 due to the pause in television and theatrical productions in 2023, but did not experience any material impacts for the remainder of 2024.

In addition, declines in linear subscribers are expected to continue.

Corporate Reorganization

On December 12, 2024, the Company announced that its board of directors had authorized the Company to implement a new corporate structure designed to enhance the Company’s strategic flexibility and create potential opportunities to unlock shareholder value.

Under the new corporate structure, the Company will serve as the parent company for two distinct operating divisions: Global Linear Networks and Streaming & Studios.

To facilitate the implementation of this new structure and the movement of entities and assets to align with the new operating divisions, on January 1, 2025, the Company completed certain transactions, including (1) a merger of Discovery Holding Company with and into a newly formed subsidiary of WarnerMedia Holdings, Inc. (the “DHC Merger”) and (2) a merger of a second newly formed subsidiary of WarnerMedia Holdings, Inc. with and into Scripps Networks Interactive, Inc. (the “Scripps Merger”).

As a result of the DHC Merger, Discovery Communications, LLC became an indirect subsidiary of WarnerMedia Holdings, Inc. As a result of the Scripps Merger, Scripps Networks Interactive, Inc. became a direct subsidiary of WarnerMedia Holdings, Inc.

Among the Studios segment’s content highlights for 2024 were *Dune: Part Two, Beetlejuice, Beetlejuice* and *Godzilla x Kong: The New Empire* on the film side, with Warner Bros.

Discovery becoming the first studio to cross the $1 billion mark at the worldwide box office that year.

Award-winning TV titles for 2024 include *Abbott Elementary*, *Shrinking,* and *The Voice.* As of December 31, 2024, the new series *The Penguin* remains one of the most-watched debut seasons globally of any current HBO or Max show, behind only *House of the Dragon* and *The Last of Us*.

Global Consumer Products, Themed Entertainment and Brand Licensing, and world-renowned comic and publishing powerhouse DC Comics, all drive opportunities for consumers to engage with WBD’s leading entertainment brands and franchises.

WBD Global Experiences brings together the previous Global Themed Entertainment licensing group and the Studio Tours & Retail owned and operated group into a single worldwide division to develop and execute on global strategies that offer partners a mix of both group models, putting WBD in a position to drive growth and become a worldwide leader in the creation, development, licensing, and operation of location-based entertainment inspired by *Harry Potter*, DC, Looney Tunes, *Scooby-Doo*, *Game of Thrones*, *Friends*, Discovery and more.

Networks

Bleacher Report and House of Highlights, digital destinations for young adult sports fans, are owned and operated by TNT Sports.

In March 2024, TNT Sports also premiered a primetime sports programming block on truTV consisting of live sports, original sports shows, and ancillary sports content.

DTC

In 2025 and 2026, we anticipate additional launches of our streaming services in major markets.

In 2024, HBO’s crime drama *The Penguin* earned positive reviews and grew its premiere-night audience by 54% from debut to finale.

Another standout was *True Detective: Night Country*, which became the series’ most watched season, receiving 19 Emmy nominations and one win for Jodie Foster’s performance.

New HBO series highlights include *Dune: Prophecy* and *Like Water for Chocolate*, both of which have already been renewed for a second season.

Other hit HBO series that returned to critical acclaim in 2024 included *House of the Dragon* and *Hacks*, a Golden Globe winner for Best Television Series - Musical or Comedy.

discovery+ highlights for 2024 included the premiere of *Quiet on Set* and the return of the *Curious Case of Natalia Grace*.

The reported number of “subscribers” included herein and the definition of “DTC Subscription” as used herein excludes: (i) individuals who subscribe to DTC products, other than discovery+, HBO, HBO Max, Max, a Premium Sports Product, and independently-branded, regional products (currently consisting of TVN/Player and BluTV) that may be offered by us or by certain joint venture partners or affiliated parties from time to time; (ii) a limited number of international discovery+ subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time; (iii) domestic and international Cinemax subscribers, and international basic HBO subscribers; and (iv) users on free trials except for those users on free trial that convert to a DTC Subscription within the first seven days of the next month as noted above.

Our digital products and services are subject to federal and state laws in the U.S. relating to the privacy and security of personal information collected from our users, including laws pertaining to the acquisition of personal information from children.

Some examples of these laws include the federal Children’s Online Privacy Protection Act (COPPA), the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN SPAM), the Video Privacy Protection Act (VPPA), and the California Consumer Privacy Act (CCPA).

Additional U.S. state and federal laws addressing data security and data breach notification obligations also may apply to the Company in some instances.

These laws and their public and private enforcement are continually evolving.

More than a dozen comprehensive U.S. state privacy laws have taken effect in the last few years, and a number of others have been introduced and may pass in the future.

In addition, the FCC from time to time considers whether some or all digital services should be considered MVPDs and regulated as such, or otherwise subjected to rules that apply to traditional communications providers.

Such determination would increase our regulatory burdens substantially.

From time to time, in the normal course of its operations, the Company is subject to various litigation matters and claims, including claims related to employees, stockholders, vendors, other business partners, government regulations, or intellectual property, as well as disputes and matters involving counterparties to contractual [removed: agreements, such as disputes arising out of definitive agreements entered into in connection with the Merger.][added: agreements.]

In the absence of sufficient information to support an assessment of the reasonably possible loss or range of loss, no accrual for such contingencies is made and no loss or range of loss is [removed: disclosed.][added: disclosed, including with respect to the matters noted below.]

[removed: The complaints named] Warner Bros.

PSKY Complaint. On January 12, 2026, PSKY filed a complaint in the Delaware Court of Chancery against our board of directors (and our Chair Emeritus, Dr. Malone) and the Company.

The suit asserts a claim for breach of fiduciary duty against the directors, alleging that our board of directors failed to disclose material information in both the Solicitation/Recommendation Statement on Schedule 14D-9, filed on December 17, 2025, and the amendment to that Schedule 14D-9, filed on January 7, 2026.

PSKY also requested that the court expedite the case in light of the then-current expiration date of PSKY’s tender offer on January 21, 2026.

On January 15, 2026, the Delaware Court of Chancery denied PSKY’s request for expedition, stating that PSKY failed to demonstrate that it would suffer any irreparable harm in its capacity as a stockholder of the Company if the litigation was not expedited, among other reasons.

On February 2, 2026, the Company moved to dismiss the complaint.

Pursuant to the PSKY Merger Agreement, PSKY will file a voluntary notice of dismissal with prejudice with respect to the complaint, within one business day of the execution of the PSKY Merger Agreement, and promptly take any further actions required to dismiss with prejudice the complaint.

Securities Class Action. On November 25, 2024, a securities class action complaint was filed in the United States District Court for the Southern District of New York (*Collura v.

Discovery, Inc.*, No. 1:24-cv-09027-KPF).

The complaint named WBD, Gunnar Wiedenfels, and David M.

Zaslav as defendants and asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder.

On February 21, 2025, the court appointed co-lead plaintiffs (Anthony Yuson and Michael Steinberg) and co-lead counsel (Pomerantz LLP and The Rosen Law Firm, P.A.) to represent the putative class.

On May 7, 2025, the lead plaintiffs filed a First Amended Complaint against WBD, Gunnar Wiedenfels, and David M.

Zaslav.

The First Amended Complaint generally alleges that, between February 23, 2024 and August 7, 2024, defendants made false and misleading statements in SEC filings and other public disclosures relating to WBD’s negotiations with the National Basketball Association (“NBA”) concerning its contractual rights to broadcast the NBA’s content and the potential impact of a failure to renew the contract on its business, in violation of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5, and seeks damages and other relief.

The defendants moved to dismiss on July 11, 2025.

As of September 24, 2025, the motion has been fully briefed and is pending before the court.

Consolidated Derivative Action. Between December 20, 2024 and January 14, 2025, four shareholder derivative complaints were filed in the United States District Court for the Southern District of New York (*Roy v.

Zaslav et al.,* No. 1:24-cv-09856-AT, *Hollin v.

Zaslav et al.,* No. 1:24-cv-09885-AT, *KO v.

Zaslav et al.,* No. 1:25-cv-00114-AT, and *Herman, III v.

Chen et al.,* No. 1:25-cv-00352-AT).

Each complaint names certain current and former directors and officers of WBD as defendants and WBD as nominal defendant, and each complaint seeks damages and other relief.

The complaints generally assert claims against the defendants, derivatively on behalf of WBD, for alleged breaches of fiduciary duty based on the same facts alleged in the *Collura* securities case described above.

The complaints assert various common law causes of action, including breach of fiduciary duties, aiding and abetting breach of fiduciary duties, abuse of control, unjust enrichment, gross mismanagement, and waste of corporate assets, as well claims for violations of Sections 14(a), 10(b), and 21D of the Exchange Act.

On January 21, 2025, the court consolidated the four actions for all purposes under Case No. 1:24-cv-09856-AT, captioned as *In re Warner Bros.

Discovery, Inc. Derivative Litigation* (the “Consolidated Derivative Action”).

On February 19, 2025, the Court stayed the Consolidated Derivative Action pending resolution of a final decision on all motions to dismiss the operative complaint in the *Collura* securities action.

Between September 23, 2022 and October 24, 2022, two purported class action lawsuits (Collinsville Police Pension Board v.

Discovery, Inc., et al., Case No. 1:22-cv-08171; Todorovski v.

Discovery, Inc., et al., Case No. 1:22-cv-09125) were filed in the United States District Court for the Southern District of New York.

Discovery, Inc., Discovery, Inc., David Zaslav, and Gunnar Wiedenfels as defendants.

The complaints generally alleged that the defendants made false and misleading statements in SEC filings and in certain public statements relating to the Merger, in violation of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended, and sought damages and other relief.

On November 4, 2022, the court consolidated the Collinsville and Todorovski complaints under case number 1:22-CV-8171, and on December 12, 2022, the court appointed lead plaintiffs and lead counsel.

On February 15, 2023, the lead plaintiffs filed an amended complaint adding Advance/Newhouse Partnership, Advance/Newhouse Programming Partnership, Steven A.

Miron, Robert J.

Miron, and Steven O.

Newhouse as defendants.

The amended complaint asserted violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended, and sought damages and other relief.

On February 5, 2024, the court dismissed the amended complaint with prejudice.

On March 4, 2024, plaintiffs filed an appeal.

On November 1, 2024, the United States Court of Appeals for the Second Circuit affirmed the February 5, 2024 judgment.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

[removed: ][added: ]

The aggregate market value of voting and non-voting common stock held by non-affiliates of the Registrant computed by reference to the last sales price of such stock, as of the last business day of the Registrant’s most recently completed second fiscal quarter, which was June 30, [removed: 2024,] [added: 2025,] was approximately [removed: $18] [added: $28] billion.

Total number of shares outstanding of each class of the Registrant’s common stock as of February [removed: 13, 2025] [added: 12, 2026] was:

| Series A Common Stock, par value $0.01 per share | | | [removed: 2,454,764,337] [added: 2,479,929,515] | | |

Certain information required in Item 10 through Item 14 of Part III of this Annual Report on Form 10-K is incorporated herein by reference to the Registrant’s definitive Proxy Statement for its [removed: 2025] [added: 2026] Annual Meeting of Stockholders, which shall be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended.

| [ITEM 1. [removed: Business.](#i4e47735bf0e846a1b4d4b1bde7195ba7_16)] [added: Business.](#i392dd0a929fc4ea0b24d7846b6a1de04_16)] | | | [removed: [5](#i4e47735bf0e846a1b4d4b1bde7195ba7_16)] [added: [6](#i392dd0a929fc4ea0b24d7846b6a1de04_16)] | | |

| [ITEM 1A. Risk [removed: Factors.](#i4e47735bf0e846a1b4d4b1bde7195ba7_22)] [added: Factors.](#i392dd0a929fc4ea0b24d7846b6a1de04_22)] | | | [removed: [13](#i4e47735bf0e846a1b4d4b1bde7195ba7_22)] [added: [15](#i392dd0a929fc4ea0b24d7846b6a1de04_22)] | | |

| [ITEM 1B. Unresolved Staff [removed: Comments.](#i4e47735bf0e846a1b4d4b1bde7195ba7_25)] [added: Comments.](#i392dd0a929fc4ea0b24d7846b6a1de04_25)] | | | [removed: [27](#i4e47735bf0e846a1b4d4b1bde7195ba7_25)] [added: [32](#i392dd0a929fc4ea0b24d7846b6a1de04_25)] | | |

| [ITEM 1C. [removed: Cybersecurity.](#i4e47735bf0e846a1b4d4b1bde7195ba7_28)] [added: Cybersecurity.](#i392dd0a929fc4ea0b24d7846b6a1de04_28)] | | | [removed: [27](#i4e47735bf0e846a1b4d4b1bde7195ba7_28)] [added: [32](#i392dd0a929fc4ea0b24d7846b6a1de04_28)] | | |

| [ITEM 2. [removed: Properties.](#i4e47735bf0e846a1b4d4b1bde7195ba7_31)] [added: Properties.](#i392dd0a929fc4ea0b24d7846b6a1de04_31)] | | | [removed: [28](#i4e47735bf0e846a1b4d4b1bde7195ba7_31)] [added: [33](#i392dd0a929fc4ea0b24d7846b6a1de04_31)] | | |

| [ITEM 3. Legal [removed: Proceedings.](#i4e47735bf0e846a1b4d4b1bde7195ba7_34)] [added: Proceedings.](#i392dd0a929fc4ea0b24d7846b6a1de04_34)] | | | [removed: [30](#i4e47735bf0e846a1b4d4b1bde7195ba7_34)] [added: [35](#i392dd0a929fc4ea0b24d7846b6a1de04_34)] | | |

| [ITEM 4. Mine Safety [removed: Disclosures.](#i4e47735bf0e846a1b4d4b1bde7195ba7_40)] [added: Disclosures.](#i392dd0a929fc4ea0b24d7846b6a1de04_37)] | | | [removed: [30](#i4e47735bf0e846a1b4d4b1bde7195ba7_40)] [added: [36](#i392dd0a929fc4ea0b24d7846b6a1de04_37)] | | |

| [ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities.](#i4e47735bf0e846a1b4d4b1bde7195ba7_46)] [added: Securities.](#i392dd0a929fc4ea0b24d7846b6a1de04_43)] | | | [removed: [32](#i4e47735bf0e846a1b4d4b1bde7195ba7_46)] [added: [37](#i392dd0a929fc4ea0b24d7846b6a1de04_43)] | | |

| [ITEM 6. [removed: \[Reserved.\]](#i4e47735bf0e846a1b4d4b1bde7195ba7_52)] [added: \[Reserved.\]](#i392dd0a929fc4ea0b24d7846b6a1de04_49)] | | | [removed: [33](#i4e47735bf0e846a1b4d4b1bde7195ba7_52)] [added: [38](#i392dd0a929fc4ea0b24d7846b6a1de04_49)] | | |

| [ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations.](#i4e47735bf0e846a1b4d4b1bde7195ba7_55)] [added: Operations.](#i392dd0a929fc4ea0b24d7846b6a1de04_52)] | | | [removed: [33](#i4e47735bf0e846a1b4d4b1bde7195ba7_55)] [added: [39](#i392dd0a929fc4ea0b24d7846b6a1de04_52)] | | |

| [ITEM 7A. Quantitative and Qualitative Disclosures about Market [removed: Risk.](#i4e47735bf0e846a1b4d4b1bde7195ba7_100)] [added: Risk.](#i392dd0a929fc4ea0b24d7846b6a1de04_94)] | | | [removed: [53](#i4e47735bf0e846a1b4d4b1bde7195ba7_100)] [added: [59](#i392dd0a929fc4ea0b24d7846b6a1de04_94)] | | |

| [ITEM 8. Financial Statements and Supplementary [removed: Data.](#i4e47735bf0e846a1b4d4b1bde7195ba7_103)] [added: Data.](#i392dd0a929fc4ea0b24d7846b6a1de04_97)] | | | [removed: [55](#i4e47735bf0e846a1b4d4b1bde7195ba7_103)] [added: [61](#i392dd0a929fc4ea0b24d7846b6a1de04_97)] | | |

| [ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure.](#i4e47735bf0e846a1b4d4b1bde7195ba7_238)] [added: Disclosure.](#i392dd0a929fc4ea0b24d7846b6a1de04_241)] | | | [removed: [118](#i4e47735bf0e846a1b4d4b1bde7195ba7_238)] [added: [126](#i392dd0a929fc4ea0b24d7846b6a1de04_241)] | | |

| [ITEM 9A. Controls and [removed: Procedures.](#i4e47735bf0e846a1b4d4b1bde7195ba7_241)] [added: Procedures.](#i392dd0a929fc4ea0b24d7846b6a1de04_244)] | | | [removed: [118](#i4e47735bf0e846a1b4d4b1bde7195ba7_241)] [added: [126](#i392dd0a929fc4ea0b24d7846b6a1de04_244)] | | |

| [ITEM 9B. Other [removed: Information.](#i4e47735bf0e846a1b4d4b1bde7195ba7_244)] [added: Information.](#i392dd0a929fc4ea0b24d7846b6a1de04_247)] | | | [removed: [118](#i4e47735bf0e846a1b4d4b1bde7195ba7_244)] [added: [126](#i392dd0a929fc4ea0b24d7846b6a1de04_247)] | | |

| [ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections.](#i4e47735bf0e846a1b4d4b1bde7195ba7_247)] [added: Inspections.](#i392dd0a929fc4ea0b24d7846b6a1de04_250)] | | | [removed: [118](#i4e47735bf0e846a1b4d4b1bde7195ba7_247)] [added: [126](#i392dd0a929fc4ea0b24d7846b6a1de04_250)] | | |

| [ITEM 10. Directors, Executive Officers and Corporate [removed: Governance.](#i4e47735bf0e846a1b4d4b1bde7195ba7_253)] [added: Governance.](#i392dd0a929fc4ea0b24d7846b6a1de04_256)] | | | [removed: [119](#i4e47735bf0e846a1b4d4b1bde7195ba7_253)] [added: [127](#i392dd0a929fc4ea0b24d7846b6a1de04_256)] | | |

| [ITEM 11. Executive [removed: Compensation.](#i4e47735bf0e846a1b4d4b1bde7195ba7_256)] [added: Compensation.](#i392dd0a929fc4ea0b24d7846b6a1de04_259)] | | | [removed: [119](#i4e47735bf0e846a1b4d4b1bde7195ba7_256)] [added: [127](#i392dd0a929fc4ea0b24d7846b6a1de04_259)] | | |

| [ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters.](#i4e47735bf0e846a1b4d4b1bde7195ba7_259)] [added: Matters.](#i392dd0a929fc4ea0b24d7846b6a1de04_262)] | | | [removed: [119](#i4e47735bf0e846a1b4d4b1bde7195ba7_259)] [added: [127](#i392dd0a929fc4ea0b24d7846b6a1de04_262)] | | |

| [ITEM 13. Certain Relationships and Related Transactions, and Director [removed: Independence.](#i4e47735bf0e846a1b4d4b1bde7195ba7_262)] [added: Independence.](#i392dd0a929fc4ea0b24d7846b6a1de04_265)] | | | [removed: [119](#i4e47735bf0e846a1b4d4b1bde7195ba7_262)] [added: [127](#i392dd0a929fc4ea0b24d7846b6a1de04_265)] | | |

| [ITEM 14. Principal Accountant Fees and [removed: Services.](#i4e47735bf0e846a1b4d4b1bde7195ba7_265)] [added: Services.](#i392dd0a929fc4ea0b24d7846b6a1de04_268)] | | | [removed: [120](#i4e47735bf0e846a1b4d4b1bde7195ba7_265)] [added: [128](#i392dd0a929fc4ea0b24d7846b6a1de04_268)] | | |

| [ITEM 15. Exhibits and Financial Statement [removed: Schedules.](#i4e47735bf0e846a1b4d4b1bde7195ba7_271)] [added: Schedules.](#i392dd0a929fc4ea0b24d7846b6a1de04_274)] | | | [removed: [121](#i4e47735bf0e846a1b4d4b1bde7195ba7_271)] [added: [129](#i392dd0a929fc4ea0b24d7846b6a1de04_274)] | | |

| [ITEM 16. Form 10-K [removed: Summary.](#i4e47735bf0e846a1b4d4b1bde7195ba7_277)] [added: Summary.](#i392dd0a929fc4ea0b24d7846b6a1de04_280)] | | | [removed: [130](#i4e47735bf0e846a1b4d4b1bde7195ba7_277)] [added: [141](#i392dd0a929fc4ea0b24d7846b6a1de04_280)] | | |

- reduced spending on domestic and foreign television advertising, due to [removed: macroeconomic,] [added: macroeconomic conditions,] industry or consumer behavior trends or unexpected reductions in our number of subscribers;

- realizing [removed: direct-to-consumer] [added: streaming] subscriber goals;

- unforeseen costs, execution risks, and operational challenges related to [removed: our efforts to integrate] the [removed: WarnerMedia Business;][added: PSKY Merger, including risks relating to disruption of management time away from ongoing business operations;]

- adverse outcomes of legal proceedings or disputes, including those related to our acquisition of the WarnerMedia [removed: Business,] [added: Business] or [added: the PSKY Merger, or] adverse outcomes from regulatory proceedings;

Management’s expectations and assumptions, and the continued validity of any forward-looking statements we make, cannot be foreseen with certainty and are subject to change due to a broad range of factors affecting the U.S. and global economies and regulatory environments, factors specific to [removed: Warner Bros.][added: the Company and other factors described under Item 1A, “Risk Factors” and elsewhere in this Annual Report on Form 10-K, including under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”]

| [PART I](#i392dd0a929fc4ea0b24d7846b6a1de04_10) | | | | | |

| [PART II](#i392dd0a929fc4ea0b24d7846b6a1de04_40) | | | [37](#i392dd0a929fc4ea0b24d7846b6a1de04_40) | | |

| [PART III](#i392dd0a929fc4ea0b24d7846b6a1de04_253) | | | [127](#i392dd0a929fc4ea0b24d7846b6a1de04_253) | | |

| [PART IV](#i392dd0a929fc4ea0b24d7846b6a1de04_271) | | | [129](#i392dd0a929fc4ea0b24d7846b6a1de04_271) | | |

| [SIGNATURES](#i392dd0a929fc4ea0b24d7846b6a1de04_283) | | | [142](#i392dd0a929fc4ea0b24d7846b6a1de04_283) | | |

- the completion of the proposed transaction with Paramount Skydance Corporation (“PSKY”) pursuant to which PSKY will acquire Warner Bros.

Discovery, Inc. (the “Company”) (the “PSKY Merger”) on the anticipated terms and timing;

- the occurrence of any event, change or other circumstance that could give rise to the termination of the PSKY Merger, including the risk that the Company’s stockholders may not approve the PSKY Merger and the risk that the necessary regulatory approvals for the PSKY Merger may not be obtained or are obtained subject to unanticipated conditions;

- failure to satisfy in a timely manner any of the conditions to the PSKY Merger or complete the PSKY Merger in a timely or favorable manner or at all;

- the effects of the announcement, pendency or completion of the PSKY Merger on our ongoing business operations or on the market price of WBD common stock;

- the imposition of tariffs, including tariffs directly or indirectly applicable to our industry, by the U.S. government and any retaliatory tariffs from foreign governments;

- challenges related to obtaining or consummating financing or refinancing on favorable terms in a timely manner or at all;

Risk Factor Summary

Risks Related to the PSKY Merger

- The completion of the PSKY Merger is subject to a number of conditions, many of which are largely outside the parties’ control, and, if these conditions are not satisfied or waived, the PSKY Merger may not be completed within the expected timeframe or at all.

- Failure to complete the PSKY Merger could adversely affect our business, including in the event WBD is required to pay the Company Termination Fee and reimburse PSKY for certain amounts PSKY has paid or may pay to or on behalf of the Company in connection with the PSKY Merger.

- While the PSKY Merger is pending, we will be subject to business uncertainties and certain contractual restrictions that could adversely affect our business.

Risks Related to Our Business and Industry

- Our businesses operate in highly competitive industries and if we are unable to compete effectively, our business could suffer.

- Our advertising revenues may be adversely impacted by the changing landscape of television advertising spending and advertising market conditions.

- Changes in consumer behavior, technological innovations and distribution models may negatively affect our business.

- The success of our business depends on acceptance of our content, which may be unpredictable and volatile.

- If our streaming products fail to attract and retain subscribers, our business, financial condition and results of operations may be adversely impacted.

- Failure to renew, renewal with less favorable terms or termination of our content licenses and distribution agreements may cause a decline in our revenue.

- We rely on platforms owned by our competitors for distribution of our content.

- We invest significant resources in sports programming, and there can be no assurance that we will obtain or maintain such licenses or recoup our investment.

- Our businesses may be subject to labor disruption.

- We have recognized, and could continue to recognize, impairment charges related to goodwill and other intangible assets.

- Service disruptions or outages of communications satellites or other technology infrastructure, including cloud-based platforms and connectivity services, could adversely impact our business.

Risks Related to Our Financial, Capital and Corporate Structure

- The terms of the Bridge Loan Facility may restrict our current and future operations, and we may be unable to obtain permanent financing to refinance the Bridge Loan Facility.

- We have significant debt and may incur additional debt, which could adversely affect our financial health and operational flexibility, and the use of our funds could be limited by the restrictive covenants in the agreements governing our indebtedness.

- We may be unable to obtain sufficient cash to meet our financial obligations.

- Our financial forecasts require judgments and estimates that may differ materially from actual results.

- Corporate restructurings, strategic transactions and acquisitions present many risks and we may not realize the financial and strategic goals that were contemplated at the time of any transaction.

- Potential conflicts may arise from joint ventures or partnerships, which involve shared control.

- Certain provisions contained in our charter and bylaws could make it difficult for a third party to acquire us.

Risks Related to Domestic and Foreign Laws and Regulations and International Operations

- Changes in domestic and foreign laws and regulations and other risks related to international operations could adversely affect our business.

- We are subject to evolving privacy and data protection laws that could impose costly obligations and generate regulatory and litigation risk.

| [PART I](#i4e47735bf0e846a1b4d4b1bde7195ba7_10) | | | | | |

| [PART II](#i4e47735bf0e846a1b4d4b1bde7195ba7_43) | | | [32](#i4e47735bf0e846a1b4d4b1bde7195ba7_43) | | |

| [PART III](#i4e47735bf0e846a1b4d4b1bde7195ba7_250) | | | [119](#i4e47735bf0e846a1b4d4b1bde7195ba7_250) | | |

| [PART IV](#i4e47735bf0e846a1b4d4b1bde7195ba7_268) | | | [121](#i4e47735bf0e846a1b4d4b1bde7195ba7_268) | | |

| [SIGNATURES](#i4e47735bf0e846a1b4d4b1bde7195ba7_280) | | | [131](#i4e47735bf0e846a1b4d4b1bde7195ba7_280) | | |

Discovery and other factors described under Item 1A, “Risk Factors” and elsewhere in this Annual Report on Form 10-K, including under Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Our board of directors oversees risk management at WBD and has delegated functional oversight of cybersecurity and information technology risks to [removed: the Audit Committee.][added: our board of directors’ audit committee (the “Audit Committee”).]

Our cybersecurity risk management processes are [added: designed to evolve in response to changes in our business, technological environment, and the broader threat landscape and are] aligned and integrated into our overall enterprise risk management approach.

Our multi-layered technical defense involves a series of protective measures across various levels of our [removed: technology] [added: technological] environment.

Our board of directors has delegated [added: primary oversight] responsibility for cybersecurity and information technology risks to [removed: our] [added: the] Audit [removed: Committee and is regularly informed about such risks through committee reports and other presentations.][added: Committee.]

[removed: Our] [added: The] Audit Committee receives [removed: quarterly updates] [added: regular reports] from our [removed: CISO on] [added: CISO, at least quarterly, regarding] our cybersecurity risk posture, [added: significant developments in] the [removed: status] [added: threat landscape, the effectiveness] of [removed: projects] [added: controls, and progress on initiatives] to strengthen and enhance our cybersecurity [removed: program, the evolving threat landscape, and cybersecurity incident reports and learnings.][added: program.]

We periodically experience cybersecurity incidents, but, as of December 31, [removed: 2024,] [added: 2025,] we are not aware of any such incidents that have materially impacted or are reasonably likely to materially impact our business, financial condition or results of operations.

We periodically review and enhance our cybersecurity incident response processes and conduct exercises involving relevant stakeholders to assess preparedness and response effectiveness.

Our third-party cybersecurity risk management processes are risk-based and ongoing and are designed to assess cybersecurity considerations throughout the vendor relationship lifecycle.

We have established a cybersecurity governance framework designed to provide effective oversight, clear accountability and appropriate escalation across WBD.

Our cybersecurity program is led by our CISO, who is responsible for the design, implementation and operation of controls to prevent, detect, mitigate and remediate cybersecurity threats.

The CISO assesses and monitors our cybersecurity posture through ongoing engagement with our content and information security team and provides regular reporting to WBD executive management and the Audit Committee in accordance with established governance and escalation protocols.

WBD executive management is engaged in the governance of our cybersecurity program through defined oversight, reporting and escalation mechanisms.

Our Chief Financial Officer, Chief Legal Officer, Chief Audit and Risk Officer and Chief Information Officer receive regular updates regarding cybersecurity risks, incidents and program initiatives and participate in governance, prioritization and escalation decisions as appropriate to their respective enterprise responsibilities.

Our board of directors oversees our overall enterprise risk management approach, including risks related to cybersecurity and information technology.

The Audit Committee also receives updates outside of the regular reporting cadence when warranted by significant events, emerging risks or regulatory developments and may devote additional meeting time to in-depth review of cybersecurity matters or education on relevant topics.

The Chair of the Audit Committee provides readouts to our board of directors on matters, including cybersecurity matters, reviewed at meetings of the Audit Committee.

We maintain a Cybersecurity Incident Response Plan that defines incident severity thresholds, escalation protocols and reporting requirements and facilitating coordination across multiple parts of the Company.

We also have processes in place designed to ensure that decisions regarding public disclosure and reporting of cybersecurity incidents can be made in a timely manner.

Cybersecurity incidents that meet established escalation criteria are reported to WBD executive management and as appropriate, to the Audit Committee, to support timely oversight and response.

Our cybersecurity governance framework also includes ongoing assessment and testing of controls and response capabilities, including tabletop exercises, penetration testing and third-party assessments, to help evaluate program effectiveness and inform continuous improvement.

Our CISO brings extensive experience leading global cybersecurity and information security programs across complex public- and private-sector organizations, with expertise in cybersecurity risk management, data protection and regulatory compliance, and holds industry-recognized cybersecurity certifications.

We have established a cybersecurity governance structure to engage appropriate stakeholders.

Our CISO is informed about and monitors our prevention, detection, mitigation and remediation efforts related to cyber threats through regular communication and reporting from our information security team.

Our Chief Financial Officer, our Chief Legal Officer, our Chief Audit and Risk Officer and our Chief Information Officer also have input and involvement in our cybersecurity program.

Our board of directors has an active role, as a whole and at the committee level, in overseeing the Company’s overall risk management, including cybersecurity risks.

Our Audit Committee regularly reviews and discusses our cybersecurity risks and is updated quarterly by our CISO on how we identify, assess and mitigate those risks.

The Audit Committee also periodically devotes additional meeting time, as needed, to in-depth discussions on a particularly relevant cybersecurity topic or to education on developments in the realm of cybersecurity.

In addition to the quarterly incident reports, cybersecurity incidents meeting pre-determined criteria are reported to the Audit Committee outside of regularly scheduled quarterly updates and to WBD executive management as needed.

Our CISO has over 30 years of expertise in global digital and information security, cybersecurity risk management, data privacy and compliance across diverse industries including media and entertainment, biotechnology, pharmaceuticals, financial services, and government defense sectors and holds multiple industry-recognized certifications including, among others, a Certificate of Cybersecurity Oversight from the National Association of Corporate Directors and a Certified Information Systems Security Professional certification.

The Company owns and leases approximately [removed: 17] [added: 16] million square feet of offices; studios; technical, production and warehouse spaces; and other properties in numerous locations in the U.S. and around the world for its businesses.

The following table sets forth information as of December 31, [removed: 2024] [added: 2025,] with respect to the Company’s principal properties:

| New York, NY 30 Hudson Yards | | | | | | [added: Streaming,] Studios, [added: Global Linear] Networks, [removed: DTC,] and Corporate | | | | | | 1,500,000 | | | | | | Leased; expires in 2034. | | |

| Atlanta, GA 1050 Techwood Drive | | | | | | [removed: Studios,] [added: Streaming, Global Linear] Networks, [removed: DTC,] and Corporate | | | | | | 1,170,000 | | | | | | Owned. | | |

| Burbank, CA 100 and 200 South California Street | | | | | | Studios and Corporate | | | | | | 811,000 | | | | | | Leased; Tower 1 expires in [removed: 2037] [added: 2037,] and Tower 2 expires in 2039. | | |

| Santiago, Chile Pedro Montt 2354 | | | | | | Studios and [added: Global Linear] Networks | | | | | | 610,000 | | | | | | [removed: Owned] [added: Owned.] | | |

| Burbank, CA 3000 West Alameda Avenue | | | | | | Studios | | | | | | [removed: 460,000] [added: 436,000] | | | | | | Leased; expires in 2027. | | |

| New York, NY 230 Park Ave. South | | | | | | Headquarters, [added: Streaming,] Studios, [added: Global Linear] Networks, [removed: DTC,] and Corporate | | | | | | 360,000 | | | | | | Leased; expires in 2037. | | |

| Warsaw, Poland Wiertnicza 166 | | | | | | [added: Streaming,] Studios, [added: Global Linear] Networks, [removed: DTC,] and Corporate | | | | | | 335,000 | | | | | | Owned. | | |

| Culver City, CA 8900 Venice Boulevard | | | | | | [removed: Networks] [added: Streaming] and [removed: DTC] [added: Global Linear Networks] | | | | | | 244,000 | | | | | | Leased; expires in 2036. | | |

| Krakow, Poland Plk. [removed: Dadka] [added: Dabka] 2 | | | | | | Studios and [added: Global Linear] Networks | | | | | | 151,000 | | | | | | Leased; expires in 2026. | | |

| Buenos Aires, Argentina 599 and 533 Defensa Street | | | | | | [added: Streaming,] Studios, [added: Global Linear] Networks, [removed: DTC,] and Corporate | | | | | | 129,000 | | | | | | Owned. | | |

| London, UK 160 Old Street | | | | | | [added: Streaming,] Studios, [added: Global Linear] Networks, [removed: DTC,] and Corporate | | | | | | 116,000 | | | | | | Leased; expires in 2034. | | |

| London, UK Chiswick Park, Bldg. [added: 1 &] 2 | | | | | | [added: Streaming,] Studios, [added: Global Linear] Networks, [removed: DTC,] and Corporate | | | | | | 115,000 | | | | | | Leased; expires in 2034. | | |

| Hyderabad, India Block A, International Tech Park | | | | | | [removed: Corp.] [added: Corporate] | | | | | | 110,000 | | | | | | Leased; expires in 2028. | | |

| Washington, DC 820 First Street | | | | | | [removed: Studios and] [added: Global Linear] Networks | | | | | | [removed: 109,000] [added: 110,000] | | | | | | Leased; expires in 2031. | | |

| Mexico City, Mexico Paseo de las Palmas, 425 Col. Lomas de Chapultepec | | | | | | [removed: Corp.] [added: Corporate] | | | | | | [removed: 85,000] [added: 91,000] | | | | | | Leased; expires in [removed: 2029] [added: 2029.] | | |

| Paris, France L’Amiral, ZAC Forum Seine | | | | | | [added: Streaming, Global Linear] Networks, [removed: DTC,] and Corporate | | | | | | 81,000 | | | | | | Leased; expires in 2031. | | |

| Sterling, VA 45580 Terminal Drive | | | | | | [removed: Studios, Networks, DTC,] [added: Global Linear Networks] and Corporate | | | | | | 54,000 | | | | | | Owned. | | |

| Knoxville, TN 265 Brookview Center Way | | | | | | [added: Global Linear] Networks and [removed: Corp.] [added: Corporate] | | | | | | 53,000 | | | | | | Leased; expires in 2033. | | |

| Bellevue, WA 225 108th Avenue NE | | | | | | [removed: DTC] [added: Streaming] | | | | | | 48,000 | | | | | | Leased; expires in 2030. | | |

| Silver Spring, MD 8403 Colesville Road | | | | | | [added: Global Linear] Networks and Corporate | | | | | | 47,000 | | | | | | Leased; expires in 2030. | | |

| Hyderabad, India Phoenix Equinox Tower 2 | | | | | | Corporate | | | | | | 139,000 | | | | | | Leased; expires in 2030. | | |

| Bangalore, India Embassy Tech Village, Block 8C | | | | | | Corporate | | | | | | 64,000 | | | | | | Leased; expires in 2030. | | |

| Paris, France Equilis 46 rue Camille Desmoulins | | | | | | Streaming, Global Linear Networks, and Corporate | | | | | | 50,000 | | | | | | Leased; expires in 2034. | | |

| Warsaw, Poland Q22 Building, Jana Pawla II | | | | | | Corporate | | | | | | 39,000 | | | | | | Leased; expires in 2031. | | |

| Mexico City, Mexico 405 Paseo de las Palmas Avenue | | | | | | Corporate | | | | | | 31,000 | | | | | | Leased; expires in 2030. | | |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Location | | | | | | Principal Use | | | | | | Approximate Square Footage | | | | | | Type of Ownership; Expiration Date of Lease | | |

| Atlanta, GA 3700 Atlanta Industrial Pkwy. | | | | | | Studios | | | | | | 177,000 | | | | | | Leased; expires in 2025. | | |

| London, England 98 Theobalds Road | | | | | | Networks, DTC, and Corporate | | | | | | 135,000 | | | | | | Leased; expires in 2034. | | |

| Seattle, WA 1099 Stewart Street | | | | | | DTC | | | | | | 112,000 | | | | | | Leased; expires in 2025. | | |

| Auckland, New Zealand 2 and 3 Flower Street | | | | | | Studios, Networks, DTC, and Corporate | | | | | | 57,000 | | | | | | Leased; expires in 2025. | | |

As of February 27, [removed: 2025,] [added: 2026,] the following individuals are the executive officers of the Company.

Age: [removed: 65][added: 66]

Mr. Zaslav has served as our President and Chief Executive Officer and a member of our board of directors since the closing of the [added: WarnerMedia] Merger on April 8, 2022.

Prior to the closing, Mr. Zaslav served as [removed: Discovery’s] [added: Discovery Inc.’s (“Discovery”)] President and Chief Executive Officer from January 2007 until April 2022 and a common stock director of Discovery from September 2008 until April 2022.

Age: [removed: 47][added: 48]

Mr. Wiedenfels has served as our Chief Financial Officer since the closing of the [added: WarnerMedia] Merger on April 8, 2022.

Age: [removed: 50][added: 51]

Age: [removed: 57][added: 58]

Mr. Campbell has served as our Chief Revenue and Strategy Officer since the closing of the [added: WarnerMedia] Merger on April 8, 2022.

Age: [removed: 61][added: 56]

Ms. Locke has served as our Chief Accounting Officer since the closing of the [added: WarnerMedia] Merger on April 8, 2022.

Age: [removed: 53][added: 62]

Mr. Perrette has served as our CEO and President of Global Streaming and Games since the closing of the [added: WarnerMedia] Merger on April 8, 2022.

[removed: Jennifer Remling,] [added: Amy Girdwood,] Chief People and Culture Officer

Age: [removed: 59][added: 54]

Executive Officer since [removed: 2024][added: 2025]

Age: [removed: 69][added: 70]

Mr. Zeiler has served as our President, International since the closing of the [added: WarnerMedia] Merger on April 8, 2022.

Ms. Girdwood was appointed as our Chief People and Culture Officer on March 6, 2025.

Prior to becoming our Chief People and Culture Officer, Ms. Girdwood served in several senior executive roles at the Company since joining in July 1993, including as Executive Vice President, People and Culture from February 2007 to March 2025 and was responsible for supporting the International and Streaming leadership and employee population.

Ms. Remling joined the Company in January 2024 and has served as our Chief People and Culture Officer since April 1, 2024.

Prior to joining the Company, Ms. Remling served as Chief People Officer of WPP, a global advertising and marketing services company, from January 2016 to December 2023.

As of February [removed: 13, 2025,] [added: 12, 2026,] there were approximately [removed: 669,356] [added: 549,967] holders of record of WBD common stock.

The following graph shows a comparison of cumulative total shareholder return, calculated on a dividend-reinvested basis, for (a) WBD common stock (which began trading on April 11, 2022) and Discovery Series A common stock, Series B convertible common stock, and Series C common stock (which ceased trading on April 8, 2022), (b) the Standard and Poor’s 500 Stock Index (“S&P 500 Index”), and (c) the Standard & Poor’s 500 Media and Entertainment Industry Group Index (“S&P 500 Media & Entertainment Index”) for the five years ended December 31, [removed: 2024.][added: 2025.]

The graph assumes $100 was invested in each of Discovery Series A common stock, Series B convertible common stock, and Series C common stock, the S&P 500 Index, and the S&P 500 Media & Entertainment Index on December 31, [removed: 2019,] [added: 2020,] and that $100 was invested in WBD common stock on April 11, 2022, the date on which it began trading.

Note that historic stock price performance is not necessarily indicative of future stock price [removed: performance.][added: performance.]

Copyright [removed: 1980-2025.][added: 1980-2026.]

| | | | | | | December 31, | | | | | | | | | | | | [added: April 11,] | | | | | | [removed: April 11,] [added: December 31,] | | | | | | [removed: December 31,] | | | | | | | | | | | | | | |

| | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | 2022 | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | |

| WBD | | | | | | | | | | | | | | | | | | [added: $] | [added: 100.00] | | | | | $ | [removed: 100.00] [added: 38.26] | | | | | $ | [removed: 38.26] [added: 45.92] | | | | | $ | [removed: 45.92] [added: 42.66] | | | | | $ | [removed: 42.66] [added: 116.30] | |


| DISCA | | | | | | $ | 100.00 | | | | | $ | 78.23 | | | | | $ | 81.19 | | | | | | | | | | | | | | | | | | | | | | | | | |

| DISCB | | | | | | $ | 100.00 | | | | | $ | 91.82 | | | | | $ | 75.46 | | | | | | | | | | | | | | | | | | | | | | | | | |

| DISCK | | | | | | $ | 100.00 | | | | | $ | 87.44 | | | | | $ | 93.24 | | | | | | | | | | | | | | | | | | | | | | | | | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 128.71 | | | | | $ | 119.63 | | | | | $ | 105.40 | | | | | $ | 133.10 | | | | | $ | 166.40 | | | | | $ | 196.16 | |

| S&P 500 Media & Entertainment Index | | | | | | $ | 100.00 | | | | | $ | 126.94 | | | | | $ | 104.44 | | | | | $ | 71.20 | | | | | $ | 118.24 | | | | | $ | 167.25 | | | | | $ | 227.74 | |

| DISCA | | | | | | $ | 100.00 | | | | | $ | 91.91 | | | | | $ | 71.90 | | | | | $ | 74.62 | | | | | $ | — | | | | | $ | — | | | | | $ | — | |

| DISCB | | | | | | $ | 100.00 | | | | | $ | 89.35 | | | | | $ | 82.05 | | | | | $ | 67.43 | | | | | $ | — | | | | | $ | — | | | | | $ | — | |

| DISCK | | | | | | $ | 100.00 | | | | | $ | 85.90 | | | | | $ | 75.11 | | | | | $ | 80.09 | | | | | $ | — | | | | | $ | — | | | | | $ | — | |

| S&P 500 Index | | | | | | $ | 100.00 | | | | | $ | 118.40 | | | | | $ | 152.39 | | | | | $ | 141.64 | | | | | $ | 124.79 | | | | | $ | 157.59 | | | | | $ | 197.02 | |

| S&P 500 Media & Entertainment Index | | | | | | $ | 100.00 | | | | | $ | 131.54 | | | | | $ | 166.98 | | | | | $ | 137.39 | | | | | $ | 93.66 | | | | | $ | 155.53 | | | | | $ | 220.01 | |

| [Management’s Report on Internal Control Over Financial [removed: Reporting.](#i4e47735bf0e846a1b4d4b1bde7195ba7_106)] [added: Reporting.](#i392dd0a929fc4ea0b24d7846b6a1de04_100)] | | | [removed: [56](#i4e47735bf0e846a1b4d4b1bde7195ba7_106)] [added: [62](#i392dd0a929fc4ea0b24d7846b6a1de04_100)] | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i4e47735bf0e846a1b4d4b1bde7195ba7_109).] [added: Firm](#i392dd0a929fc4ea0b24d7846b6a1de04_103).] (PCAOB ID 238) | | | [removed: [57](#i4e47735bf0e846a1b4d4b1bde7195ba7_109)] [added: [63](#i392dd0a929fc4ea0b24d7846b6a1de04_103)] | | |

| [Consolidated Financial Statements of Warner Bros. Discovery, [removed: Inc.](#i4e47735bf0e846a1b4d4b1bde7195ba7_112)] [added: Inc.](#i392dd0a929fc4ea0b24d7846b6a1de04_106)] | | | [removed: [59](#i4e47735bf0e846a1b4d4b1bde7195ba7_112)] [added: [65](#i392dd0a929fc4ea0b24d7846b6a1de04_106)] | | |

| [Consolidated Statements of [removed: Operations](#i4e47735bf0e846a1b4d4b1bde7195ba7_112).] [added: Operations](#i392dd0a929fc4ea0b24d7846b6a1de04_106).] | | | [removed: [59](#i4e47735bf0e846a1b4d4b1bde7195ba7_112)] [added: [65](#i392dd0a929fc4ea0b24d7846b6a1de04_106)] | | |

| [Consolidated Statements of Comprehensive (Loss) [removed: Income](#i4e47735bf0e846a1b4d4b1bde7195ba7_115).] [added: Income](#i392dd0a929fc4ea0b24d7846b6a1de04_109).] | | | [removed: [60](#i4e47735bf0e846a1b4d4b1bde7195ba7_115)] [added: [66](#i392dd0a929fc4ea0b24d7846b6a1de04_109)] | | |

| [Consolidated Balance [removed: Sheets.](#i4e47735bf0e846a1b4d4b1bde7195ba7_118)] [added: Sheets.](#i392dd0a929fc4ea0b24d7846b6a1de04_112)] | | | [removed: [61](#i4e47735bf0e846a1b4d4b1bde7195ba7_118)] [added: [67](#i392dd0a929fc4ea0b24d7846b6a1de04_112)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i4e47735bf0e846a1b4d4b1bde7195ba7_121).] [added: Flows](#i392dd0a929fc4ea0b24d7846b6a1de04_115).] | | | [removed: [62](#i4e47735bf0e846a1b4d4b1bde7195ba7_121)] [added: [68](#i392dd0a929fc4ea0b24d7846b6a1de04_115)] | | |

| [Consolidated Statements of [removed: Equity](#i4e47735bf0e846a1b4d4b1bde7195ba7_124).] [added: Equity](#i392dd0a929fc4ea0b24d7846b6a1de04_118).] | | | [removed: [63](#i4e47735bf0e846a1b4d4b1bde7195ba7_124)] [added: [69](#i392dd0a929fc4ea0b24d7846b6a1de04_118)] | | |

[removed: | [Notes to Consolidated Financial Statements](#i4e47735bf0e846a1b4d4b1bde7195ba7_127). | | | [64](#i4e47735bf0e846a1b4d4b1bde7195ba7_127) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] based on the framework set forth in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on its evaluation, management concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company’s internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

The effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report in Item 8 of Part II of this Annual Report on Form 10-K under the caption “Report of Independent Registered Public Accounting Firm.”

Discovery, Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of operations, of comprehensive (loss) income, of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

[removed: If] [added: For the 2025 annual impairment test, the Company performed] a qualitative [added: goodwill impairment] assessment [removed: indicates] [added: for all of its reporting units and determined] that it [removed: is] [added: was] more likely than not that the [removed: carrying] [added: fair] value of [removed: a] [added: each] reporting unit [removed: goodwill exceeds] [added: exceeded] its [removed: fair] [added: carrying] value, [removed: a] [added: therefore, no] quantitative [added: goodwill] impairment [removed: test is] [added: analysis was] performed.

During the second quarter of 2024, [removed: management] [added: the Company performed goodwill and intangible assets impairment monitoring procedures for all of its reporting units and] concluded [removed: that] the delta between market capitalization and book value, continued softness in the U.S. linear advertising market, and uncertainty related to affiliate and sports rights renewals, including the NBA, represented a triggering event for the [added: Global Linear] Networks reporting unit.

The carrying value of the [added: Global Linear] Networks reporting unit exceeded its fair value and the Company recorded a [added: non-cash] goodwill impairment charge of [removed: $9.1 billion.][added: $9,147 million during the second quarter of 2024 in impairments and loss on dispositions in the consolidated statements of operations.]

| | | | | | | [added: | | | | | |] 2024 | | | | | | [added: | | | | | |] 2023 | | | | | | [removed: 2022] | | | [added: | | | | | |]

| Distribution | | | | | | $ | [removed: 19,701] [added: 19,262] | | | | | $ | [removed: 20,237] [added: 19,701] | | | | | $ | [removed: 16,142] [added: 20,237] | |

| Advertising | | | | | | [removed: 8,090] [added: 7,306] | | | | | | [removed: 8,700] [added: 8,090] | | | | | | [removed: 8,524] [added: 8,700] | | |

| Content | | | | | | [removed: 10,297] [added: 9,647] | | | | | | [removed: 11,203] [added: 10,297] | | | | | | [removed: 8,360] [added: 11,203] | | |

| Other | | | | | | [removed: 1,233] [added: 1,081] | | | | | | [removed: 1,181] [added: 1,233] | | | | | | [removed: 791] [added: 1,181] | | |

| Total revenues | | | | | | [removed: 39,321] [added: 37,296] | | | | | | [removed: 41,321] [added: 39,321] | | | | | | [removed: 33,817] [added: 41,321] | | |

| Costs of revenues, excluding depreciation and amortization | | | | | | [removed: 22,970] [added: 20,885] | | | | | | [removed: 24,526] [added: 22,970] | | | | | | [removed: 20,442] [added: 24,526] | | |

| Selling, general and administrative | | | | | | [removed: 9,296] [added: 9,418] | | | | | | [removed: 9,696] [added: 9,296] | | | | | | [removed: 9,678] [added: 9,696] | | |

| Depreciation and amortization | | | | | | [removed: 7,037] [added: 5,684] | | | | | | [removed: 7,985] [added: 7,037] | | | | | | [removed: 7,193] [added: 7,985] | | |

| Restructuring and other charges | | | | | | [removed: 447] [added: 399] | | | | | | [removed: 585] [added: 447] | | | | | | [removed: 3,757] [added: 585] | | |

| Impairments and loss on dispositions | | | | | | [removed: 9,603] [added: 172] | | | | | | [removed: 77] [added: 9,603] | | | | | | [removed: 117] [added: 77] | | |

| Total costs and expenses | | | | | | [removed: 49,353] [added: 36,558] | | | | | | [removed: 42,869] [added: 49,353] | | | | | | [removed: 41,187] [added: 42,869] | | |

| Operating [removed: loss] [added: income (loss)] | | | | | | [removed: (10,032)] [added: 738] | | | | | | [removed: (1,548)] [added: (10,032)] | | | | | | [removed: (7,370)] [added: (1,548)] | | |

| Interest expense, net | | | | | | [removed: (2,017)] [added: (2,085)] | | | | | | [removed: (2,221)] [added: (2,017)] | | | | | | [removed: (1,777)] [added: (2,221)] | | |

| Gain on extinguishment of debt | | | | | | [removed: 632] [added: 2,945] | | | | | | [removed: 17] [added: 632] | | | | | | [removed: —] [added: 17] | | |

| Loss from equity investees, net | | | | | | [removed: (121)] [added: (24)] | | | | | | [removed: (82)] [added: (121)] | | | | | | [removed: (160)] [added: (82)] | | |

| Other income (expense), net | | | | | | [removed: 150] [added: 65] | | | | | | [removed: (29)] [added: 150] | | | | | | [removed: 347] [added: (29)] | | |

| [removed: Loss] [added: Income (loss)] before income taxes | | | | | | [removed: (11,388)] [added: 1,639] | | | | | | [removed: (3,863)] [added: (11,388)] | | | | | | [removed: (8,960)] [added: (3,863)] | | |

| Income tax [removed: (expense) benefit] [added: expense (benefit)] | | | | | | [removed: (94)] | | | | | | [removed: 784] | | | | | | [removed: 1,663] [added: $] | [added: 94] | | [added: | | | (1) | | % | | | | $ | (784) | | | | | 20 | | % |]

| Net [removed: loss] [added: income (loss)] | | | | | | [removed: (11,482)] [added: 749] | | | | | | [removed: (3,079)] [added: (11,482)] | | | | | | [removed: (7,297)] [added: (3,079)] | | |

| Net [removed: loss] (income) [added: loss] attributable to noncontrolling interests | | | | | | [removed: 129] [added: (24)] | | | | | | [removed: (38)] [added: 129] | | | | | | [removed: (68)] [added: (38)] | | |

| [Notes to Consolidated Financial Statements](#i392dd0a929fc4ea0b24d7846b6a1de04_121). | | | [70](#i392dd0a929fc4ea0b24d7846b6a1de04_121) | | |

*Amortization of Capitalized Production Costs*

As described in Notes 2 and 9 to the consolidated financial statements, the Company capitalizes costs to produce television programs and feature films, including direct production costs, production overhead, interest, acquisition costs and development costs, as well as advances for live programming rights, such as sports.

The Company's amortization for content rights predominantly monetized individually and as part of a group was $11.65 billion for the year ended December 31, 2025.

For programs monetized as a group, amortization for each period is recognized based on the application of a quantitative revenue forecast model or historical viewership model.

The principal consideration for our determination that performing procedures relating to the amortization of capitalized production costs is a critical audit matter is a high degree of auditor effort in performing procedures related to the amortization of capitalized production costs monetized individually or as part of a group.

These procedures included testing the effectiveness of controls relating to the amortization of capitalized production costs.

These procedures included, among others (i) recalculating the amortization of capitalized production costs on a sample basis;

(ii) evaluating, on a test basis, whether the method used to amortize capitalized production costs is appropriate by considering either (a) for content rights predominantly monetized individually, information related to historical performance of similar films, distribution plans, initial performance, executed contracts, and estimated film costs or (b) for content rights predominantly monetized as part of a group, information related to the grouping of content with similar characteristics and the application of a quantitative revenue forecast model or historical viewership model; and (iii) testing the completeness and accuracy of data used by management in the amortization of production costs.

February 27, 2026

| Net income (loss) | | | | | | $ | 749 | | | | | $ | (11,482) | | | | | $ | (3,079) | |

| Depreciation and amortization | | | | | | 5,684 | | | | | | 7,037 | | | | | | 7,985 | | |

| Proceeds from the formation of music catalog joint venture and other joint ventures | | | | | | 633 | | | | | | — | | | | | | — | | |

| Principal repayments of finance and other lease obligations | | | | | | (202) | | | | | | (142) | | | | | | (132) | | |

| Reclassification associated with the expiration of put rights | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 74 | | | | | | 74 | | |

| Formation of music catalog joint venture and other joint ventures | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | (13) | | | | | | — | | | | | | — | | | | | | — | | | | | | (13) | | | | | | 646 | | | | | | 633 | | |

| Tax gain on formation of music catalog joint venture | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (123) | | | | | | (123) | | |

| December 31, 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 2,710 | | | | | | $ | 27 | | | | | $ | 56,055 | | | | | $ | (8,244) | | | | | $ | (11,512) | | | | | $ | (407) | | | | | $ | 35,919 | | | | | $ | 1,228 | | | | | $ | 37,147 | |

In the first quarter of 2025, the Company renamed its DTC reportable segment to Streaming and its Networks reportable segment to Global Linear Networks.

In June 2025, the Company announced its plans to separate the Company into two publicly traded companies, Warner Bros.

and Discovery Global, and in October 2025, the Company announced that the board of directors would evaluate a broad range of strategic options, including continuing to advance the separation of the Company, a transaction for the entire company or separate transactions for Warner Bros.

and/or Discovery Global, as well as an alternative separation structure that would enable a merger of Warner Bros.

and spin-off of Discovery Global.

Termination of Netflix Merger

In January 2026, the Company entered into an amended and restated agreement and plan of merger, by and among the Company, Netflix, Inc. (“Netflix”), Nightingale Sub, Inc., a wholly owned subsidiary of Netflix, and New Topco 25, Inc., a wholly owned subsidiary of WBD (the “Netflix Merger Agreement”), under which Netflix would have acquired the Streaming and Studios segments (subject to certain deviations) and certain other assets and liabilities, including the Company’s film and television studios, HBO Max, and HBO, following the separation and distribution of Discovery Global to the Company’s stockholders (the “Separation Transaction”).

Following the board of directors’ determination that it had received a “Company Superior Proposal,” as defined in the Netflix Merger Agreement, from Paramount Skydance Corporation (“PSKY”) and Netflix’s waiver of its right to propose revisions to the Netflix Merger Agreement, on February 27, 2026, in accordance with the terms of the Netflix Merger Agreement, the Company terminated the Netflix Merger Agreement in connection with entering into the PSKY Merger Agreement (as defined below).

In connection with the termination of the Netflix Merger Agreement, PSKY, on behalf of the Company, paid Netflix a termination fee of $2.8 billion in cash (the “Netflix Termination Fee”) as required by the terms of the Netflix Merger Agreement.

PSKY Merger

On February 27, 2026, the Company entered into an agreement and plan of merger, by and among the Company, PSKY and Prince Sub Inc., a wholly owned subsidiary of PSKY (“Merger Sub”) (as may be amended from time to time, the “PSKY Merger Agreement”), pursuant to which and subject to the terms and conditions therein, at the effective time, Merger Sub will merge with and into WBD, with WBD surviving as a wholly owned subsidiary of PSKY (the “PSKY Merger”).

Upon completion of the PSKY Merger, each issued and outstanding share of WBD common stock (subject to certain exceptions) will be converted into the right to receive an amount in cash equal to $31.00, without interest, plus, if the closing date of the PSKY Merger occurs after September 30, 2026, the Ticking Consideration (the “Merger Consideration”).The “Ticking Consideration” will be an amount in cash equal to $0.00277778 multiplied by the number of calendar days elapsed after September 30, 2026 to and including the closing date (which, for the avoidance of doubt, will not exceed $0.25 per 90 calendar day period).

Concurrently with the execution of the PSKY Merger Agreement, Larry J.

Ellison and an associated trust entered into a guarantee in favor of WBD to, among other things, jointly and severally guarantee certain payments by PSKY under the PSKY Merger Agreement, including $45.72 billion of the Merger Consideration, and assist WBD with the consummation of the PSKY Merger.

The completion of the PSKY Merger is subject to the receipt of required regulatory approvals, the approval of WBD shareholders, and other customary closing conditions.

In addition, PSKY’s obligation to consummate the PSKY Merger is subject to WBD not having completed the separation of its Streaming & Studios business from its Global Linear Networks business nor having declared or made any dividend to WBD’s stockholders to effectuate the separation.

There can be no assurance that the PSKY Merger will occur in accordance with the expected plans or anticipated timeline, or at all.

The PSKY Merger Agreement contains certain customary termination rights for WBD and PSKY, including, without limitation, a right for either party to terminate if the PSKY Merger is not completed on or before March 4, 2027, subject to an extension to June 4, 2027 specified in the PSKY Merger Agreement.

Termination under specified circumstances will require WBD to pay PSKY a termination fee of $3.0 billion and reimburse PSKY for (i) any payment made by PSKY, which will in no event be more than $1,528 million, in connection with WBD’s obligation to complete the Junior Lien Exchange Offer by December 30, 2026 and (ii) the Netflix Termination Fee, or PSKY to pay WBD a termination fee of $7.0 billion.

Reportable Segments

Any differences in the composition of our reportable segments as a result of the previously proposed Separation Transaction have not been reflected as our chief operating decision maker (“CODM”), the Chief Executive Officer (“CEO”), has not implemented any corresponding changes to the way our business was managed through December 31, 2025.

Our segment presentation aligns with our management structure and the financial information management uses to make decisions about operating matters, such as the allocation of resources and business performance assessments.

*Interim and Annual Goodwill Impairment Assessments – Networks and DTC Reporting Units*

As described in Notes 2 and 5 to the consolidated financial statements, the Company’s consolidated goodwill balance was $25.7 billion as of December 31, 2024, and the goodwill associated with the Networks and DTC reporting units was $8.4 billion and $8.1 billion, respectively.

Management evaluates goodwill for impairment annually as of October 1, or if an event or other circumstance indicates that it may not recover the carrying value of the asset.

If the carrying amount of the reporting unit exceeds the fair value of the reporting unit, an impairment charge is recorded for the amount by which the carrying amount exceeds the fair value, not to exceed the amount of goodwill recorded for that reporting unit.

Fair value was determined using a discounted cash flow method.

Significant judgments and assumptions for the quantitative goodwill assessments performed include discount rates, control premiums, terminal growth rates, relevant comparable company earnings multiples, and the amount and timing of expected future cash flows, including the revenue projections and profit margins.

The principal considerations for our determination that performing procedures relating to the interim and annual goodwill impairment assessments of the Networks reporting unit and the annual goodwill impairment assessment of the DTC reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Networks and DTC reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue projections for both the Networks and DTC reporting units, as well as discount rates for the Networks reporting unit; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the Networks and DTC reporting units.

These procedures also included, among others, (i) testing management’s process for developing the fair value estimates of the Networks and DTC reporting units, (ii) evaluating the appropriateness of the discounted cash flow method used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow method; and (iv) evaluating the reasonableness of the significant assumptions used by management related to revenue projections for both the Networks and DTC reporting units, as well as discount rates for the Networks reporting unit.

Evaluating management’s assumptions related to revenue projections involved evaluating whether the assumptions were reasonable considering (i) the current and past performance of the Networks and DTC reporting units; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the discounted cash flow method and (ii) the reasonableness of the discount rate assumptions.

February 27, 2025

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Preferred stock conversion premium | | | | | | — | | | | | | — | | | | | | 789 | | |

| December 31, 2021 | | | | | | 12 | | | | | | $ | — | | | | | 736 | | | | | | $ | 7 | | | | | — | | | | | | $ | — | | | | | $ | 11,086 | | | | | $ | (8,244) | | | | | $ | 9,580 | | | | | $ | (830) | | | | | $ | 11,599 | | | | | $ | 1,434 | | | | | $ | 13,033 | |

| Conversion and issuance of common stock and noncontrolling interest in connection with the acquisition of the WarnerMedia Business | | | | | | (12) | | | | | | — | | | | | | (739) | | | | | | (7) | | | | | | 2,658 | | | | | | 27 | | | | | | 43,173 | | | | | | — | | | | | | — | | | | | | — | | | | | | 43,193 | | | | | | 2 | | | | | | 43,195 | | |

| Other comprehensive loss | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (326) | | | | | | (326) | | | | | | (3) | | | | | | (329) | | |

In December 2024, the Company announced that its board of directors had authorized the Company to implement a new corporate structure.

Merger with the WarnerMedia Business of AT&T

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

Discovery, Inc. On April 11, 2022, the Company’s shares started trading on Nasdaq under the trading symbol WBD.

The Merger was executed through a Reverse Morris Trust type transaction, under which WM was distributed to AT&T’s shareholders via a pro rata distribution, and immediately thereafter, combined with Discovery.

Prior to the Merger, WMH distributed $40.5 billion to AT&T (subject to working capital and other adjustments) in a combination of cash, debt securities, and WM’s retention of certain debt.

Discovery transferred purchase consideration of $42.4 billion in equity to AT&T shareholders in the Merger.

In August 2022, the Company and AT&T finalized the post-closing working capital settlement process, which resulted in the Company receiving a $1.2 billion payment from AT&T in the third quarter of 2022 in lieu of adjusting the equity issued as purchase consideration in the Merger.

AT&T shareholders received shares of WBD Series A common stock (“WBD common stock”) in the Merger representing 71% of the combined Company and the Company’s pre-Merger shareholders continued to own 29% of the combined Company, in each case on a fully diluted basis.

Discovery was deemed to be the accounting acquirer of the WM Business for accounting purposes under U.S. GAAP; therefore, Discovery is considered the Company’s predecessor and the historical financial statements of Discovery prior to April 8, 2022, are reflected in this Annual Report on Form 10-K as the Company’s historical financial statements.

Accordingly, the financial results of the Company as of and for any periods prior to April 8, 2022 do not include the financial results of the WM Business and current and future results will not be comparable to results prior to the Merger.

The agreement is a continuation of the agreement the WarnerMedia Business had in place prior to the Merger.

Treasury stock held by Discovery prior to the Merger was not retired.

Digital advertising contracts typically contain promises to deliver guaranteed impressions in specific markets against a targeted demographic during a stipulated period of time.

If the specified number of impressions is not delivered, the transaction price is reduced by the number of impressions not delivered multiplied by the contractually stated price per impression.

Actual audience delivery is typically reported by independent third parties.

For contracts without an audience guarantee, advertising revenues are recognized as each spot airs.

The airing of individual spots without a guaranteed audience level are each distinct, individual performance obligations.

over time as applicable.

As of December 31, 2024 and 2023, the Company’s trade receivables do not represent a significant concentration of credit risk as the customers and markets in which the Company operates are varied and dispersed across many geographic areas.

As of December 31, 2024, the Company had posted $105 million of collateral under these arrangements.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of December 31, [removed: 2024.][added: 2025.]

Based on the evaluation of our disclosure controls and procedures as of December 31, [removed: 2024,] [added: 2025,] our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

During the three months ended December 31, [removed: 2024,] [added: 2025,] there were no changes in our internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f), that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Certain information required in Item 10 through Item 14 of Part III of this Annual Report on Form 10-K is incorporated herein by reference to our definitive Proxy Statement for our [removed: 2025] [added: 2026] Annual Meeting of Stockholders [removed: (“2025] [added: (“2026] Proxy Statement”), which shall be filed with the SEC pursuant to Regulation 14A of the Exchange Act within 120 days of our fiscal year end.

Information regarding our directors, compliance with Section 16(a) of the Exchange Act, and our Audit Committee, including committee members and its financial expert, will be set forth in our [removed: 2025] [added: 2026] Proxy Statement under the captions “Proposal 1: Election of Directors,” “Stock Ownership - Security Ownership of Management - Delinquent Section 16(a) Reports,” if applicable, and “Corporate Governance – Board Meetings and Committees – Board Committee Structure – Audit Committee,” respectively, which are incorporated herein by reference.

Information regarding executive compensation will be set forth in our [removed: 2025] [added: 2026] Proxy Statement under the captions “Executive Compensation – Compensation Discussion and Analysis” and “Executive Compensation – Executive Compensation Tables,” which are incorporated herein by reference.

Information regarding compensation policies and practices as they relate to our risk management, director compensation, and compensation committee interlocks and insider participation will be set forth in our [removed: 2025] [added: 2026] Proxy Statement under the captions “Executive Compensation – Other Compensation-Related Matters – Risk Considerations in our Compensation Programs,” “Corporate Governance – Director Compensation,” and “Corporate Governance – Board Meetings and Committees – Board Committee Structure – Compensation Committee,” respectively, which are incorporated herein by reference.

Information regarding the compensation committee report will be set forth in our [removed: 2025] [added: 2026] Proxy Statement under the caption “Executive Compensation – Compensation Committee Report” which is incorporated herein by reference.

Information regarding securities authorized for issuance under equity compensation plans will be set forth in our [removed: 2025] [added: 2026] Proxy Statement under the caption “Securities Authorized for Issuance under Equity Compensation Plans,” which is incorporated herein by reference.

Information regarding security ownership of certain beneficial owners and management will be set forth in our [removed: 2025] [added: 2026] Proxy Statement under the captions “Stock Ownership – Security Ownership of Certain Beneficial Owners” and “Stock Ownership – Security Ownership of Management,” which are incorporated herein by reference.

Information regarding certain relationships and related transactions, and director independence will be set forth in our [removed: 2025] [added: 2026] Proxy Statement under the captions “Corporate Governance – Transactions with Related Persons” and “Corporate Governance – Director Independence,” respectively, which are incorporated herein by reference.

Information regarding principal accountant fees and services will be set forth in our [removed: 2025] [added: 2026] Proxy Statement under the captions “Audit Matters – Audit Firm Fees and Services” and “Audit Matters – Audit Committee Pre-Approval Procedures,” which are incorporated herein by reference.

| [Consolidated Statements of [removed: Operations.](#i4e47735bf0e846a1b4d4b1bde7195ba7_112)] [added: Operations.](#i392dd0a929fc4ea0b24d7846b6a1de04_106)] | | | [removed: [59](#i4e47735bf0e846a1b4d4b1bde7195ba7_112)] [added: [65](#i392dd0a929fc4ea0b24d7846b6a1de04_106)] | | |

| [Consolidated Statements of Comprehensive (Loss) [removed: Income.](#i4e47735bf0e846a1b4d4b1bde7195ba7_115)] [added: Income.](#i392dd0a929fc4ea0b24d7846b6a1de04_109)] | | | [removed: [60](#i4e47735bf0e846a1b4d4b1bde7195ba7_115)] [added: [66](#i392dd0a929fc4ea0b24d7846b6a1de04_109)] | | |

| [Consolidated Balance [removed: Sheets.](#i4e47735bf0e846a1b4d4b1bde7195ba7_118)] [added: Sheets.](#i392dd0a929fc4ea0b24d7846b6a1de04_112)] | | | [removed: [61](#i4e47735bf0e846a1b4d4b1bde7195ba7_118)] [added: [67](#i392dd0a929fc4ea0b24d7846b6a1de04_112)] | | |

| [Consolidated Statements of Cash [removed: Flows.](#i4e47735bf0e846a1b4d4b1bde7195ba7_121)] [added: Flows.](#i392dd0a929fc4ea0b24d7846b6a1de04_115)] | | | [removed: [62](#i4e47735bf0e846a1b4d4b1bde7195ba7_121)] [added: [68](#i392dd0a929fc4ea0b24d7846b6a1de04_115)] | | |

| [Consolidated Statements of [removed: Equity.](#i4e47735bf0e846a1b4d4b1bde7195ba7_124)] [added: Equity.](#i392dd0a929fc4ea0b24d7846b6a1de04_118)] | | | [removed: [63](#i4e47735bf0e846a1b4d4b1bde7195ba7_124)] [added: [69](#i392dd0a929fc4ea0b24d7846b6a1de04_118)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i4e47735bf0e846a1b4d4b1bde7195ba7_127)] [added: Statements](#i392dd0a929fc4ea0b24d7846b6a1de04_121)] | | | [removed: [64](#i4e47735bf0e846a1b4d4b1bde7195ba7_127)] [added: [70](#i392dd0a929fc4ea0b24d7846b6a1de04_121)] | | |

| Deferred tax valuation allowance [removed: (b)] | | | | | | $ | [removed: 305] [added: 2,043] | | | | | [removed: 1,617] [added: 397] | | | | | | | | | | | | [removed: (73)] [added: (42)] | | | | | | | | | | | | $ | [removed: 1,849] [added: 2,398] | | | | |

| 2.1 | | | | | | [Agreement and Plan of Merger, dated May 17, 2021, by and among Discovery, Inc., AT&T Inc., [removed: Magallanes,] [added: Discovery Global Holdings,] Inc. [added: (f/k/a Magallanes, Inc.)] and Drake Subsidiary, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on May 20, 2021 (SEC File No. 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000119312521167834/d68084dex21.htm) [added: [(2)](https://www.sec.gov/Archives/edgar/data/1437107/000119312521167834/d68084dex21.htm)] | | |

| 2.4 | | | | | | [Amendment No. 1 to Agreement and Plan of Merger, dated as of November 18, 2021, by and among Discovery, Inc., AT&T Inc., [removed: Magallanes,] [added: Discovery Global Holdings,] Inc. [added: (f/k/a Magallanes, Inc.)] and Drake Subsidiary, Inc. (incorporated by reference to Exhibit 2.1.3 to the Registration Statement on Form S-4 filed on November 18, 2021 (SEC File No. 333-261188))](https://www.sec.gov/Archives/edgar/data/1437107/000119312521333989/d249842dex213.htm) | | |

| 2.5 | | | | | | [Letter Agreement, dated as of March 29, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T [removed: Inc., WarnerMedia Holdings,] [added: Inc.,](https://www.sec.gov/Archives/edgar/data/1437107/000143710722000209/a2022630-exhibit22.htm) [Discovery Global](https://www.sec.gov/Archives/edgar/data/1437107/000143710722000209/a2022630-exhibit22.htm) [Holdings,] Inc. (f/k/a Magallanes, Inc.) and Drake Subsidiary, Inc. (incorporated by reference to Exhibit 2.2 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000143710722000209/a2022630-exhibit22.htm) | | |

| 2.6 | | | | | | [Amendment No. 2 to Agreement and Plan of Merger, dated as of April 8, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T Inc., [removed: WarnerMedia] [added: Discovery Global] Holdings, Inc. (f/k/a Magallanes, Inc.) and Drake Subsidiary, Inc. (incorporated by reference to Exhibit 2.1 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000143710722000209/a2022630-exhibit21.htm) | | |

| 2.7 | | | | | | [Letter Agreement, dated as of April 8, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T [removed: Inc., WarnerMedia Holdings,] [added: Inc.,](https://www.sec.gov/Archives/edgar/data/1437107/000143710722000209/a2022630-exhibit23.htm) [Discovery Global](https://www.sec.gov/Archives/edgar/data/1437107/000143710722000209/a2022630-exhibit23.htm) [Holdings,] Inc. (f/k/a Magallanes, Inc.) and Drake Subsidiary, Inc. (incorporated by reference to Exhibit 2.3 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000143710722000209/a2022630-exhibit23.htm) | | |

| 2.8 | | | | | | [Separation and Distribution Agreement, dated as of May 17, 2021, by and among Discovery, Inc., AT&T Inc. and [removed: Magallanes,] [added: Discovery Global Holdings,] Inc. [added: (f/k/a Magallanes, Inc.)] (incorporated by reference to Exhibit 2.2 to the Form 8-K filed on May 20, 2021 (SEC File No. 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000119312521167834/d68084dex22.htm) | | |

| 2.9 | | | | | | [Amendment to Separation and Distribution Agreement, dated as of April 8, 2022, by and among Warner Bros. Discovery, Inc. (f/k/a Discovery, Inc.), AT&T Inc. and [removed: WarnerMedia] [added: Discovery Global] Holdings, Inc. (f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 2.4 to the Form 10-Q filed on August 5, 2022 (SEC File No. 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000143710722000209/a2022630-exhibit24.htm) [removed: [(2)](https://www.sec.gov/Archives/edgar/data/1437107/000143710722000209/a2022630-exhibit24.htm)] [added: [(1)](https://www.sec.gov/Archives/edgar/data/1437107/000143710722000209/a2022630-exhibit24.htm)] | | |

| 3.1 | | | | | | [removed: [Second] [added: [Third] Restated Certificate of Incorporation of Warner Bros. Discovery, Inc. (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on [removed: April 12, 2022] [added: June 3, 2025] (SEC File No. [removed: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000119312522103051/d328161dex31.htm)] [added: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000143710725000102/wbd-thirdrestatedcertifi.htm)] | | |

| 3.2 | | | | | | [removed: [Amended] [added: [Second Amended] and Restated Bylaws of Warner Bros. Discovery, Inc. (incorporated by reference to Exhibit [removed: 3.1] [added: 3.2] to the Form 8-K filed on [removed: May 10, 2023] [added: June 3, 2025] (SEC File No. [removed: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000143710723000082/wbd-bylawsamendedandrestat.htm)] [added: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000143710725000102/a2025-06x02secondamended.htm)] | | |

| 4.1 | | | | | | [Description of Warner Bros. Discovery, [removed: Inc.'s] [added: Inc.’s] securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 [removed: (incorporated by reference to Exhibit 4.1 to the Form 10-K filed on February 24, 2023 (SEC File No. 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000143710723000019/a20221231-ex41descriptiono.htm)] [added: (filed herewith)](https://www.sec.gov/Archives/edgar/data/1437107/000143710726000020/a20251231-ex41descriptiono.htm)] | | |

| 4.3 | | | | | | [Indenture, dated as of August 19, 2009, among Discovery Communications, LLC, Discovery Communications, Inc. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on August 19, 2009 (SEC File No. 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000095012309036598/w75428exv4w1.htm) [removed: [(1)](https://www.sec.gov/Archives/edgar/data/1437107/000095012309036598/w75428exv4w1.htm)] [added: [(3)](https://www.sec.gov/Archives/edgar/data/1437107/000095012309036598/w75428exv4w1.htm)] | | |

| [removed: 4.7] [added: 4.8] | | | | | | [removed: [Seventh] [added: [Ninth] Supplemental Indenture, dated as of March [removed: 2, 2015,] [added: 11, 2016,] among Discovery Communications, LLC, Discovery Communications, Inc. and U.S. Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March [removed: 2, 2015] [added: 11, 2016] (SEC File No. [removed: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000119312515073301/d883351dex41.htm)] [added: 001-34177))](https://www.sec.gov/Archives/edgar/data/1437107/000119312516501547/d159539dex41.htm)] | | |