WBD enters tax reimbursement pact with CEO Zaslav for merger excise tax

Warner Bros. Discovery, Inc.

Agreement reimburses Zaslav for any Section 4999 excise tax on merger payments, placing him in same after-tax position.
Cost of reimbursement borne by surviving corporation post-merger; Compensation Committee approved.
If merger closes in 2027, tax advisors expect no reimbursement payment due to time reduction of exposure.
Agreement terminates automatically if Merger Agreement terminates; Zaslav commits to cooperate on mitigation strategies.
Potential exposure may be reduced via reasonable compensation for pre- or post-merger services, including non-compete.

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