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| Exhibit No. | | | | | | Description | | |
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| 2.1 | | | | | | Amended and Restated Agreement and Plan of Merger, dated January 19, 2026, among Warner Bros. Discovery, Inc., Netflix, Inc., Nightingale Sub, Inc., and New Topco 25, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on January 20, 2026 ((SEC File No. 001-34177)) (1) | | |
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| 2.2 | | | | | | Agreement and Plan of Merger, dated February 27, 2026, among Warner Bros. Discovery, Inc., Paramount Skydance Corporation and Prince Sub Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed on February 27, 2026 (SEC File No. 001-34177)) | | |
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| 10.1 | | | | | | Amendment No. 1 to Bridge Loan Agreement, dated as of February 18, 2026, among Discovery Global Holdings, Inc. (f/k/a WarnerMedia Holdings, Inc.), Warner Bros. Discovery, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A. as collateral and administrative agent (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 18, 2026 (SEC File No. 001-34177)) (2) | | |
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| 10.2 | | | | | | Warner Bros. Discovery, Inc. 2026 Incentive Compensation Program (filed herewith) * | | |
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| 10.3 | | | | | | Form of David Zaslav Non-Qualified Stock Option Grant Agreement (incorporated by reference to Exhibit (e)(69) to Amendment No. 3 to the Schedule 14D-9 filed on January 7, 2026 (SEC File No. 005-84211)) * | | |
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| 10.4 | | | | | | Form of David Zaslav RSU Grant Agreement (incorporated by reference to Exhibit (e)(70) to Amendment No. 3 to the Schedule 14D-9 filed on January 7, 2026 (SEC File No. 005-84211)) * | | |
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| 10.5 | | | | | | Guarantee, dated as of February 27, 2026, by and among The Lawrence J. Ellison Revocable Trust, u/a/d 1/22/88, as amended, Lawrence J. Ellison and Warner Bros. Discovery, Inc. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 27, 2026 (SEC File No. 001-34177)) | | |
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| 10.6 | | | | | | Tax Reimbursement Agreement between David Zaslav and Warner Bros. Discovery, Inc., dated March 10, 2026. (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 16, 2026 (SEC File No. 001-34177)) * | | |
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| 10.7 | | | | | | Form of Warner Bros. Discovery, Inc. 2026 Annual Performance Restricted Stock Unit Grant Agreement for David Zaslav (filed herewith) * | | |
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| 10.8 | | | | | | Form of Warner Bros. Discovery, Inc. Performance Restricted Stock Unit Agreement for Employees updated as of February 2026 (filed herewith) * | | |
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| 10.9 | | | | | | Form of Warner Bros. Discovery, Inc. Restricted Stock Unit Grant Agreement for Employees updated as of February 2026 (filed herewith) * | | |
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| 22 | | | | | | Table of Senior Notes, Issuer and Guarantors (incorporated by reference to Exhibit 22 to the Form 10-K filed on February 27, 2026 (File No. 001-34177)) | | |
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| 31.1 | | | | | | Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) | | |
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| 31.2 | | | | | | Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith) | | |
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| 32.1 | | | | | | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) | | |
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| 32.2 | | | | | | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith) | | |
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| 101.INS | | | | | | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | | |
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| 101.SCH | | | | | | Inline XBRL Taxonomy Extension Schema Document (filed herewith)† | | |
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| 101.CAL | | | | | | Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)† | | |
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| 101.DEF | | | | | | Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)† | | |
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| 101.LAB | | | | | | Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)† | | |
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| 101.PRE | | | | | | Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)† | | |
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| 104 | | | | | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | | |
(1) Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.
(2) Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.
- Indicates management contract or compensatory plan, contract or arrangement.
† Attached as Exhibit 101 to this Quarterly Report on Form 10-Q are the following formatted in Inline XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025, (ii) Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025, (iii) Consolidated Statements of Comprehensive Income for the three months ended March 31, 2026 and 2025, (iv) Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025, (v) Consolidated Statements of Equity for the three months ended March 31, 2026 and 2025, and (vi) Notes to Consolidated Financial Statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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| | | | | | | | | | | | WARNER BROS. DISCOVERY, INC. (Registrant) | | | | | | | | |
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| Date: May 6, 2026 | | | | | | | | | | | | By: | | | | | | /s/ David M. Zaslav | | |
| | | | | | | | | | | | | | | | | | David M. Zaslav | | |
| | | | | | | | | | | | | | | | | | President and Chief Executive Officer | | |
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| Date: May 6, 2026 | | | | | | | | | | | | By: | | | | | | /s/ Gunnar Wiedenfels | | |
| | | | | | | | | | | | | | | | | | Gunnar Wiedenfels | | |
| | | | | | | | | | | | | | | | | | Chief Financial Officer | | |