Item 1A. Risk Factors

Investors should carefully review and consider the information regarding certain factors that could materially affect our business, results of operations, financial condition, and cash flows as set forth under Part I, Item 1A “Risk Factors” of the Company’s 2024 Form 10-K and Part II, Item 1A “Risk Factors” of the Company’s Form 10-Q for the quarter ended June 30, 2025, and as supplemented by the additional risk factor described below. Additional risks and uncertainties not presently known to us or that we currently believe not to be material may also adversely impact our business, results of operations, financial position, and cash flows.

The Company’s review of strategic alternatives may not result in the Company pursuing a transaction, could cause disruptions to our business and could adversely affect or delay the Separation.

In October 2025, the Company announced that the Board will evaluate a broad range of strategic options, including continuing to advance the Separation, 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. There is no deadline or definitive timetable set for completion of the strategic alternatives review process. There can be no assurance that this process will result in the Company pursuing a transaction or other outcome or that the Company will be able to execute any strategic alternative that is identified and pursued. Any potential strategic alternative would be dependent on a number of factors that could be beyond our control, including, among other things, market conditions, industry trends, regulatory approvals, and the availability of financing for a potential transaction on reasonable terms. In addition, a potential strategic alternative could result in less favorable tax treatment than the expected tax treatment for the Separation, and we may experience negative reactions from the financial markets, and our stock price could decline or become more volatile, as a result of pursuing a strategic alternative instead of the Separation.

The strategic alternatives review process, including continuing to advance the Separation, is expected to place a significant burden on our management, employees and other internal resources. The diversion of management’s attention away from day-to-day business concerns and any difficulties encountered in the review process could cause disruptions to our business and adversely affect or delay the Separation. We also expect to incur significant costs, expenses and fees for professional services and other transaction costs in connection with the review process. Further, the process could lead us to lose or fail to attract, retain and motivate key employees; could result in disruptions to our business relationships, including with distributors, advertisers and content providers who could delay or defer certain business decisions, seek alternative relationships with third parties or seek to alter their present business relationships with us; and could expose us to litigation.

We do not intend to make any further announcements regarding the review of strategic alternatives unless and until the Board approves a specific transaction or otherwise determines further disclosure is appropriate or necessary. Accordingly, speculation regarding any developments related to the review of strategic alternatives and perceived uncertainties related to the future of the Company could cause our stock price to fluctuate significantly.