| | | | | | | | |
|---|
| Exhibit No. | | | | | | Description | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
| 4.1 | | | | | | Twenty-Fourth Supplemental Indenture, dated May 26, 2026, among Discovery Communications, LLC, as the issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on May 27, 2026 (SEC File No. 001-34177)) | | |
| | | | | | | | |
| 4.2 | | | | | | Third Supplemental Indenture, dated May 26, 2026, among Discovery Global Holdings, Inc., as the issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on May 27, 2026 (SEC File No. 001-34177)) | | |
| | | | | | | | |
| 4.3 | | | | | | Fourth Supplemental Indenture, dated May 26, 2026, among Discovery Global Holdings, Inc., as the issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on May 27, 2026 (SEC File No. 001-34177)) | | |
| | | | | | | | |
| 10.1 | | | | | | Employment Agreement between Gunnar Wiedenfels, Warner Bros. Discovery, Inc. and Discovery Communications, LLC, dated April 29, 2026 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on April 30, 2026 (SEC File No. 001-34177)) (1) * | | |
| | | | | | | | |
| 10.2 | | | | | | First Lien Credit Agreement, dated as of June 4, 2026, among Warner Bros. Discovery, Inc., Discovery Global Holdings, Inc., the designated subsidiary borrowers from time to time party thereto, each lender from time to time party thereto, JPMorgan Chase Bank, N.A., as U.S. administrative agent and collateral agent and J.P. Morgan SE, as non-U.S. administrative agent (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 4, 2026 (SEC File No. 001-34177)) (1) | | |
| | | | | | | | |
| 10.3 | | | | | | Fourth Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of June 12, 2026, by and among Warner Bros. Discovery Receivables Funding, LLC, the other persons from time to time party thereto, PNC Bank, National Association, Turner Broadcasting System, Inc. and PNC Capital Markets LLC (filed herewith) (1) | | |
| | | | | | | | |
| 10.4 | | | | | | Fifth Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of July 17, 2026, by and among Warner Bros. Discovery Receivables Funding, LLC, the other persons from time to time party thereto, PNC Bank, National Association, Turner Broadcasting System, Inc. and PNC Capital Markets LLC (filed herewith) (1) | | |
| | | | | | | | |
| 10.5 | | | | | | Form of Warner Bros. Discovery, Inc. 2026 RSU Grant Agreement for Non-Employee Directors (filed herewith)* | | |
| | | | | | | | |
| 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)) | | |
| | | | | | | | |
| 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) | | |
| | | | | | | | |
| 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) | | |
| | | | | | | | |
| 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) | | |
| | | | | | | | |
| 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) | | |
| | | | | | | | |
| 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. | | |
| | | | | | | | |
| 101.SCH | | | | | | Inline XBRL Taxonomy Extension Schema Document (filed herewith)† | | |
| | | | | | | | |
| 101.CAL | | | | | | Inline XBRL Taxonomy Extension Calculation Linkbase Document (filed herewith)† | | |
| | | | | | | | |
| 101.DEF | | | | | | Inline XBRL Taxonomy Extension Definition Linkbase Document (filed herewith)† | | |
| | | | | | | | |
| | | | | | | | |
|---|
| 101.LAB | | | | | | Inline XBRL Taxonomy Extension Label Linkbase Document (filed herewith)† | | |
| | | | | | | | |
| 101.PRE | | | | | | Inline XBRL Taxonomy Extension Presentation Linkbase Document (filed herewith)† | | |
| | | | | | | | |
| 104 | | | | | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | | |
(1) Exhibits, schedules and annexes have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be supplementally provided 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 June 30, 2026 and December 31, 2025, (ii) Consolidated Statements of Operations for the three and six months ended June 30, 2026 and 2025, (iii) Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 2026 and 2025, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025, (v) Consolidated Statements of Equity for the three and six months ended June 30, 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.
| | | | | | | | | | | | | | | | | | | | |
|---|
| | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | WARNER BROS. DISCOVERY, INC. (Registrant) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | |
| Date: August 6, 2026 | | | | | | | | | | | | By: | | | | | | /s/ David M. Zaslav | | |
| | | | | | | | | | | | | | | | | | David M. Zaslav | | |
| | | | | | | | | | | | | | | | | | President and Chief Executive Officer | | |
| | | | | | | | | | | | | | | | | | | | |
| Date: August 6, 2026 | | | | | | | | | | | | By: | | | | | | /s/ Gunnar Wiedenfels | | |
| | | | | | | | | | | | | | | | | | Gunnar Wiedenfels | | |
| | | | | | | | | | | | | | | | | | Chief Financial Officer | | |