Warner Bros. Discovery (WBD) risk factors: FY2025 10-K

Item 1A of the 10-K for the period ending 2025-12-31, filed 2026-02-27. 35 risk factor headings as filed. Read Item 1A in full · The whole 10-K · What changed since FY2024

10new since FY2024
4reworded
4removed
21unchanged

Headings mentioning a theme: Tariffs 0 · AI 0 · Cybersecurity 1 · China 0 · Interest rates 0. Compare across the S&P 500.

Risks Related to the PSKY Merger

3
  1. 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.new
  2. 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.new
  3. 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.new

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Risks Related to Our Business and Industry

11
  1. Our businesses operate in highly competitive industries and if we are unable to compete effectively, our business, financial condition and results of operations could suffer.
  2. Our advertising revenues have been, and may continue to be, adversely impacted by several factors, including the changing landscape of television advertising spending and advertising market conditions.
  3. Changes in consumer behavior, as well as evolving technologies and distribution models, may negatively affect our business, financial condition or results of operations.
  4. 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 volatile.new
  5. If our streaming products fail to attract and retain subscribers, our business, financial condition and results of operations may be adversely impacted.reworded
  6. Failure to renew, renewal with less favorable terms, or termination of our content licenses and similar distribution agreements may cause a decline in our revenue.
  7. We rely on platforms owned by our competitors for digital and linear distribution of our content.new
  8. We invest significant resources to acquire and maintain licenses to produce sports 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.
  9. Our businesses have been, and in the future may be, subject to labor disruption.
  10. We have recognized, and could continue to recognize, impairment charges related to goodwill and other intangible assets.new
  11. Service disruptions or outages affecting communications satellites or other externally managed critical technology infrastructure, including cloud-based platforms and connectivity services we rely upon, could adversely impact our business, financial condition and results of operations.new

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Risks Related to Our Financial, Capital and Corporate Structure

8
  1. 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.new
  2. We may be unable to obtain permanent financing to refinance the Bridge Loan Facility on favorable terms in a timely manner or at all.new
  3. We have a significant amount of debt and may incur additional debt, which could adversely affect our financial health and our ability to react to changes in our business and our ability to incur debt, and the use of our funds could be limited by the restrictive covenants in the agreements governing our credit agreements and senior notes.
  4. We could be unable to obtain cash in amounts sufficient to meet our financial obligations or other commitments.
  5. Forecasting our financial results requires us to make judgments and estimates which may differ materially from actual results.
  6. 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.
  7. Certain of our businesses are conducted through joint ventures or partnerships with one or more third parties, in which we share ownership, management, and profits of the business operation to varying degrees.
  8. Our charter and bylaws contain provisions that may make it difficult for a third party to acquire us, even if such acquisition would be beneficial to our stockholders.reworded

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

6
  1. Changes in laws and regulations could adversely affect our business, financial condition and results of operations.reworded
  2. Risks related to international operations could adversely affect our business, financial condition and results of operations.new
  3. We are subject to domestic and international privacy and data protection laws, which impact our ability to collect, transfer and use personal information. Our efforts to comply with such laws, which are continually evolving, could impose costly obligations on us and generate additional regulatory and litigation risk.reworded
  4. Environmental, social and governance laws, and regulations may adversely impact our businesses.
  5. Foreign exchange rate fluctuations may adversely affect our operating results and financial conditions.
  6. Increasing complexity of global tax policy and regulations could increase our tax liability and adversely impact our business and results of operations.

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General Risks

7
  1. Theft of our intellectual property, unauthorized duplication, distribution and exhibitions of our intellectual property, and other impairments of our intellectual property rights may decrease revenues and adversely affect our business, financial condition, and results of operations.
  2. Our success depends on attracting, developing, motivating and retaining key employees and creative talent within our business. Significant shortfalls in recruitment or retention, or failure to adequately motivate or compensate employees or creative talent, could adversely affect our ability to compete and achieve our strategic goals.
  3. We face cybersecurity and related risks, which could lead to the disclosure of confidential information, disruption of our programming services, damage to our brands and reputation, legal liabilities, and financial losses.Cybersecurity
  4. Our business, financial condition and results of operations may be negatively impacted by the outcome of uncertainties related to litigation.
  5. Global economic conditions and other global events may have an adverse effect on our business.
  6. The market price of our common stock has been highly volatile and may continue to be volatile due, in part, to circumstances beyond our control.
  7. Our participation in multiemployer defined benefit pension plans could subject us to liabilities that could adversely affect our business, financial condition and results of operations.

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No longer in Item 1A

4

Headings in the FY2024 10-K with no match this year.

  1. Service disruptions or the failure of communications satellites or transmitter facilities we rely upon could adversely impact our business, financial condition and results of operations.
  2. 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.
  3. 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.
  4. 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.

Headings are the lines of Item 1A set wholly in bold or italics, as the parser reads them, without the introductory paragraph that opens the section. A heading is new when no heading in the prior 10-K matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. Source: the filing on sec.gov.