Highest-materiality recent filing
WBD say-on-pay vote fails with 1.3B shares against; all directors re-elected
Say-on-pay: 244.5M votes for, 1.31B against (and 7.2M abstentions); 342.9M broker non-votes.
Warner Bros. Discovery enters $14.7B first-lien credit agreement to repay bridge loan
Discovery Global Holdings borrowed $13B USD and €1.717B euro term loans on June 4, 2026.
Consents received for all 16 series of WBD senior notes, with participation ranging from 79% to 99% of outstanding principal.
WBD subsidiaries seek noteholder consents to amend indentures tied to Paramount acquisition
Consent solicitations for 17 series of senior notes with aggregate principal ~$16.6B; consent fee $2.50 per $1,000.
WBD Q1 net loss $2.9B includes $2.8B Netflix termination fee; Adj EBITDA +5%
Net loss available to WBD of $2.916B ($1.17 diluted EPS) vs $453M loss YoY; $2.8B Netflix termination fee.
WBD CFO Wiedenfels signs new employment agreement through April 2028
New agreement effective July 11, 2026, extends term to April 28, 2028.
Special meeting votes: 1.74B shares for adoption of Merger Agreement, 16.3M against, 2.4M abstain.
WBD enters tax reimbursement pact with CEO Zaslav for merger excise tax
Agreement reimburses Zaslav for any Section 4999 excise tax on merger payments, placing him in same after-tax position.
All-cash deal: $31.00 per share plus ticking consideration of $0.00277778/day after Sept 30, 2026 (max $0.25/90 days).
WBD Q4 revenue falls 6% to $9.46B; net loss $252M; streaming adds 3.5M subs
Q4 revenue $9.46B (down 6% YoY); net loss $252M vs loss $494M a year ago; adjusted EBITDA $2.22B (down 19%).
Bridge loan maturity extended to earlier of June 30, 2027 or completion of Linear Business spin-off.
WBD-Netflix merger amended to all-cash $27.75/share; SpinCo net debt reduced to ~$17B
Merger consideration changed to $27.75 per share entirely in cash, removing previous cash-and-stock mix.
CEO Zaslav gets 3.05M stock options (strike $28.51) plus 1.96M make-whole RSUs
Follow-On Options of 3,052,734 shares granted Jan 2, 2026 at $28.51 exercise price.
Netflix to acquire Warner Bros. for $82.7B enterprise value; WBD to separate Discovery Global first
Deal consideration: $23.25 cash + $4.50 in Netflix stock per WBD share, total $27.75/share; stock subject to collar between $97.91 and $119.67 VWAP.
Warner Bros. Discovery agrees to be acquired by Netflix in cash-and-stock deal
WBD stockholders to receive $23.25 cash per share plus Netflix shares at exchange ratio between 0.0376 and 0.0460.
Warner Bros. Discovery amends CEO Zaslav's employment agreement amid strategic review
Board initiated a strategic review of alternatives after unsolicited interest, considering full-company or separate transactions for Warner Bros. and Discovery Global.
Warner Bros. Discovery Q3 net loss $148M; revenue down 6% YoY but streaming subs up to 128M
Revenue $9.045B, down 6% YoY; net loss $148M vs income $135M.
WBD Q2 net income $1.58B; adj. EBITDA +9% to $1.95B; streaming subs 125.7M
Revenue $9.812B (+1% YoY); content rev +17% to $2.471B; Studios rev +55% to $3.801B.
WBD outlines post-separation exec roles for Campbell & Perrette with $2.3M base, $9.5M 2025 equity
Campbell to become COO of Warner Bros. post-split; current salary $2.946M, new salary $2.3M, equity target $11.6M/year.
Warner Bros. Discovery names Fraser Woodford CFO and Brian Rauch CAO, effective on Separation close
Fraser Woodford, current EVP Treasury, appointed CFO upon closing of tax-free Separation; Gunnar Wiedenfels to become CEO.
WBD subsidiary enters $17B bridge loan to fund tender offers, spinoff of Streaming & Studios
WarnerMedia Holdings signed $17.0B bridge loan on June 26, 2025, drawn June 30.
Pool 1 Notes tendered exceeded $3.75B cap; proration expected for WMH 3.755% 2027 notes.
WBD CEO Zaslav gets 20.9M stock options tied to separation; Wiedenfels set as CEO of Global Networks
Zaslav receives 20,898,776 performance- and time-based stock options; 92% forfeitable if separation not completed by Dec 31, 2026.
Warner Bros. Discovery units get required consents for debt indenture amendments in tender offers
Requisite consents received for all six pools; supplemental indentures executed but only operative upon settlement of offers.
Warner Bros. Discovery enters new CEO/CFO employment agreements tied to planned separation
CEO Zaslav receives signing options for 20.9M shares at $10.16; 92% forfeit if separation not closed by Dec 31, 2026.
Bridge proceeds not used in tenders; upsize option up to $2.5bn upon mutual agreement with J.P. Morgan.
Warner Bros. Discovery plans early settlement June 30 for senior notes tender offers
Early settlement date expected on June 30, 2025, assuming receipt of requisite consents and satisfaction of conditions.
Warner Bros. Discovery to split into two public companies; launches $14.6B debt tender
Separation into Streaming & Studios (HBO, WB, DC) and Global Networks (CNN, TNT, Discovery); tax-free, closing by mid-2026.
WBD shareholders reject say-on-pay; approve special-meeting right for 20% holders
Say-on-pay failed with 1.06B votes against vs 724M for (non-binding advisory).
WBD Q1 revenue down 10% to $8.98B; streaming EBITDA surges to $339M
Revenue $8.98B (-10% reported, -9% ex-FX); net loss narrowed to $453M from $966M.
Warner Bros. Discovery's Dr. John Malone to become Chair Emeritus; not standing for re-election
Dr. John Malone not standing for re-election at 2025 Annual Meeting; becomes Chair Emeritus effective after meeting.
Warner Bros. Discovery appoints Anton Levy to board, expanding to 14 directors
Anton Levy, Advisory Director at General Atlantic, will join board after 2025 annual meeting; board expands to 14.
WBD Q4 revenue down 2%, net loss widens; DTC turns profitable with $409M EBITDA
Q4 revenue $10.0B (-2% YoY); net loss $(494)M vs $(400)M; Adj. EBITDA $2.7B (+11% ex-FX).
Warner Bros. Discovery subsidiary to redeem $1.5B of 6.412% notes due 2026 via new term loan
WarnerMedia Holdings issued conditional notice to redeem all $1.5B of its 6.412% Senior Notes due 2026.
Warner Bros. Discovery appoints Anthony Noto and Joey Levin to Board of Directors
Board expanded to 13 directors (12 independent); Noto effective Jan 8, Levin effective Feb 1, 2025.
Li Haslett Chen resigns from Warner Bros. Discovery board effective Jan 31, 2025
Chen notified Board on Dec 28, 2024; resignation effective Jan 31, 2025.
WBD announces corporate reorganization into two divisions to unlock shareholder value
Company will create two operating divisions: Global Linear Networks and Streaming & Studios.
WBD Q3 net income $135M; revenue $9.6B (-3% ex-FX); DTC subs add 7.2M
Net income available to WBD was $135M vs loss of $417M in Q3 2023; includes $1.6B pre-tax amortization and restructuring.
Warner Bros. Discovery enters new $6.0B revolving credit facility, replacing prior agreement
$6.0B multicurrency revolving facility; available until Oct 2029 with two 364-day extension options.
Warner Bros. Discovery adds Daniel E. Sanchez to board; effective Oct 1, 2024
Board increased to 12 directors; Sanchez appointed to Class III, term expires at 2025 annual meeting.
WBD Q2 net loss $9.99B on $9.1B goodwill impairment; revenue down 5% ex-FX
Net loss includes $9.1B non-cash goodwill impairment in Networks segment triggered by market cap decline, linear ad softness, and NBA uncertainty.
Stockholders approved 125M new shares for Stock Incentive Plan; vote 1.37B for vs 341M against.
WBD upsizes cash tender offer to ~$2.615B, accepts notes in priority levels 1-11
Aggregate Tender Cap increased to approximately $2.615 billion (excluding accrued interest).
WMH issues €1.5B in senior notes: €650M at 4.302% (2030), €850M at 4.693% (2033)
Total €1.5B: €650M 4.302% notes due Jan 2030; €850M 4.693% notes due May 2033.
Warner Bros. Discovery upsizes debt tender offer cap to $2.5B
Aggregate purchase price cap increased from $1.75B to $2.5B (excluding accrued interest).
Total revenues $9,958M, down 7% ex-FX; net loss $966M includes $1,879M amortization/restructuring.
Warner Bros. Discovery directors Miron and Newhouse resign; board cut to 11
Steven A. Miron and Steven O. Newhouse resigned from the board effective March 29, 2024.
WBD Q4 revenue $10.28B (-7% ex-FX); net loss $400M, adjusted EBITDA $2.47B (-5% ex-FX)
Q4 revenue $10,284M, down 7% ex-FX YoY; Studios revenue down 18% ex-FX, Networks down 8% ex-FX, DTC up 3% ex-FX.
Warner Bros. Discovery to report Q4/FY2023 results on Feb 23, 2024
Results will be released before market open on Friday, February 23, 2024; conference call at 8:00 a.m. ET.
WBD Q3 revenue $9.98B, Adj. EBITDA +22% ex-FX to $2.97B; DTC profit $111M
Total revenues $9.98B (+1% ex-FX YoY); net loss narrowed to $417M from $2.31B.
the terms and conditions of his employment as the CEO of Global Networks after the Separation.
Mr. Zaslav is anticipated to become the CEO of Streaming & Studios.
the Board had appointed Anton Levy to the Board effective immediately following the 2025 Annual Meeting of Stockholders
the Board designated Dr. Malone as Chair Emeritus of the Board, effective as of the Company’s 2025 Annual Meeting of Stockholders.
Dr. John Malone notified the Board of Directors (the “Board”) of Warner Bros. Discovery, Inc. (the “Company”) of his decision to not stand for re-election following the expiration of his current term
on March 31, 2025, the Board appointed Anton Levy to the Board.
Mr. Levin’s election will be effective as of February 1, 2025
Mr. Noto’s election was effective as of January 8, 2025
On September 16, 2024, in accordance with the procedures set forth in the Company's Second Restated Certificate of Incorporation, Daniel E. Sanchez was appointed to fill the vacancy created by the increase in the size of the Board, effective as of October 1, 2024.
On March 29, 2024, each of Steven A. Miron and Steven O. Newhouse notified the Warner Bros. Discovery, Inc. (the “Company”) Board of Directors (the “Board”) of his decision to resign from the Company’s Board and its committees, effective as of March 29, 2024.
On March 29, 2024, each of Steven A. Miron and Steven O. Newhouse notified the Warner Bros. Discovery, Inc. (the “Company”) Board of Directors (the “Board”) of his decision to resign from the Company’s Board and its committees, effective as of March 29, 2024.
Kenneth W. Lowe was appointed to fill the vacancy created by Mr. Bennett’s resignation, effective as of April 2, 2023.
Max materiality 1.00 · Median 0.65 · Most common event debt