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.