WBD

• Net income available to Warner Bros. Discovery, Inc. was $149 million, down 91% from $1.58 billion.
• Adjusted EBITDA was $1.9 billion, a 4% reported (6% ex-FX) decrease from the prior year quarter.
• Streaming segment Adjusted EBITDA grew 75% ex-FX to $512 million, while Studios and Global Linear Networks declined.
• The company repaid its $15 billion bridge loan with a $13 billion Term Loan B and a €1.7 billion Term Loan B during the quarter.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026, with about 1.87 billion votes for and 33 million against.
• The non-binding Say-on-Pay proposal for 2025 executive compensation failed, with about 1.31 billion votes against versus 245 million for.
• A stockholder proposal for a 'Sustainability ROI Report' was not approved, with about 1.51 billion votes against and 40 million for.
• Broker non-votes of about 343 million were recorded on director elections, Say-on-Pay, and the sustainability proposal.

5.07 Submission of Matters to a Vote of Security Holders

• Proceeds, plus cash on hand, repaid in full $15.0 billion of outstanding bridge loans from a June 2025 agreement.
• The new loans mature June 4, 2033; dollar loans bear interest at SOFR plus 2.50% or base rate plus 1.50%, euro loans at EURIBOR plus 2.50%.
• Obligations are secured by substantially all assets of WBD, DGH, and certain domestic subsidiaries, and guaranteed by WBD and those subsidiaries.
• The credit agreement has no financial maintenance covenant but includes customary negative covenants and change-of-control acceleration provisions.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• The amendments extend the deadline for required exchange offers for junior lien secured notes from December 30, 2026 to March 4, 2027, tied to the closing of the Paramount Skydance acquisition.
• If the acquisition closes, the junior lien exchange notes will not include restrictive liens or debt prepayment covenants and will be guaranteed on a senior basis by WBD and certain subsidiaries.
• The supplemental indentures were executed on May 26, 2026 and become operative on the payment date expected on or about May 29, 2026.
• The consent solicitations expired at 5:00 p.m. New York City time on May 26, 2026.

1.01 Entry into a Material Definitive Agreement · 3.03 Material Modification to Rights of Security Holders · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• The proposed amendments would extend the deadline for commencing required exchange offers for junior lien secured notes from December 30, 2026 to March 4, 2027 (or later if the Merger Agreement is terminated).
• If the acquisition by Paramount Skydance Corporation is consummated, the junior lien exchange notes would not include restrictive liens or restricted debt prepayment covenants and would be guaranteed on a senior basis by WBD and certain subsidiaries.
• Holders who validly deliver consents and are eligible to participate in the concurrent Paramount tender and exchange offers will receive a consent payment of $2.50 per $1,000 principal amount of notes.
• The consent solicitations are being conducted in connection with the proposed acquisition of WBD by Paramount Skydance Corporation, and participation in the consent solicitations is not conditioned on participation in the concurrent Paramount offers.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Net loss available to Warner Bros. Discovery, Inc. was $2.9 billion, including a $2.8 billion termination fee paid to Netflix.
• Adjusted EBITDA was $2.2 billion, relatively unchanged ex-FX year-over-year.
• Free cash flow was negative $476 million, down from positive $302 million in the prior year quarter.
• Ended Q1 with $30.1 billion of net debt and 3.4x net leverage.

2.02 Results of Operations and Financial Condition · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Base salary will be $2,500,000 per annum, with a target annual cash bonus of 175% of base salary and annual equity target of $10,000,000.
• Wiedenfels will receive a one-time restricted stock unit award with a target grant date value of $2,000,000 on August 17, 2026.
• If terminated without cause or for good reason, he is entitled to up to 24 months of base salary continuation, target bonuses, health benefits, and repatriation to Germany.
• The agreement is not conditioned on the proposed merger with Paramount Skydance Corporation and is part of ordinary contract renewal practices.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• On April 23, 2026, Warner Bros. Discovery held a special meeting of stockholders to vote on the merger agreement with Paramount Skydance Corporation and Prince Sub Inc.
• The advisory (non-binding) proposal on merger-related executive compensation was not approved, with 307,742,302 votes for, 1,444,387,748 against, and 9,344,293 abstentions.
• A quorum was present: 1,761,474,343 shares (approximately 70.3% of outstanding shares) were voted, out of 2,506,768,389 outstanding shares as of the March 20, 2026 record date.
• The merger agreement, dated February 27, 2026, provides for Merger Sub to merge into WBD, with WBD surviving as a wholly owned subsidiary of PSKY.

5.07 Submission of Matters to a Vote of Security Holders