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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  March 31, 2025
WBD_HorizontalLogo_Blue (1).jpg

Warner Bros. Discovery, Inc.
(Exact name of registrant as specified in its charter)

Commission File Number:  001-34177
Delaware
35-2333914
(State or other jurisdiction of incorporation)
(IRS Employer Identification No.)

230 Park Avenue South
New York, New York 10003
(Address of principal executive offices, including zip code)

212-548-5555
(Registrant's telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[☐]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[☐]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[☐]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[☐]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange
on which registered
Series A Common StockWBDNasdaq Global Select Market
4.302% Senior Notes due 2030WBDI30Nasdaq Global Market
4.693% Senior Notes due 2033WBDI33Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 31, 2025, the Board of Directors (the “Board”) of Warner Bros. Discovery, Inc. (the “Company”) adopted a resolution to increase the size of the Board to fourteen directors, effective immediately following the Company’s 2025 Annual Meeting of Stockholders, as permitted under the Company’s Second Restated Certificate of Incorporation and the Company’s Amended and Restated Bylaws.

Following the future increase in the size of the Board and in accordance with the procedures set forth in the Company's Second Restated Certificate of Incorporation, on March 31, 2025, the Board appointed Anton Levy to the Board. Mr. Levy’s appointment will be effective immediately following the 2025 Annual Meeting of Stockholders. Mr. Levy’s initial term will run until the Company’s 2026 Annual Meeting of Stockholders. The Board determined, after considering all of the facts and circumstances, that Mr. Levy will qualify as an "independent director" as defined by the NASDAQ listing rules.

Mr. Levy is currently an Advisory Director at General Atlantic, a leading global investor with more than $103 billion in assets under management. Mr. Levy began his career at General Atlantic in 1998 and has held a number of senior leadership roles, including serving as Co-President and Chairman of Global Technology until January 2025 and on the firm’s Investment, Portfolio and Executive Committees. Mr. Levy brings significant investing experience and an exceptional track record of value creation to the WBD Board, having led many of General Atlantic’s most notable investments in leading technology companies, such as Airbnb, Alibaba Group, Crowdstrike, Facebook, Klarna AB, Mercado Libre, Slack, Snapchat, Squarespace and Uber.

No arrangements exist between Mr. Levy and any other person pursuant to which he was selected as a director. Except as otherwise described in this paragraph, there are no transactions in which Mr. Levy has an interest requiring disclosure under Item 404(a) of SEC Regulation S-K.

Mr. Levy will be compensated for his services on the Board pursuant to the compensation program for non-employee directors described in the Company’s proxy statement dated April 19, 2024 for the Company’s 2024 Annual Meeting of Stockholders, except that the stock retainers granted in 2025 will be $240,000 and the cash retainers will be $105,000, in accordance with the changes implemented by the Board to the compensation program for all non-employee directors following the Company’s 2024 Annual Meeting of Stockholders.

Item 7.01. Regulation FD Disclosure

On March 31, 2025, the Company issued a press release announcing Mr. Levy’s appointment to the Board. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.




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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit NumberDescription
99.1
101Inline XBRL Instance Document - the instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document
104Cover Page Interactive Data File (embedded within the Inline XBRL document)


-3-

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Warner Bros. Discovery, Inc.
Date: March 31, 2025
By:
/s/ Tara L. Smith
Tara L. Smith
Executive Vice President and Corporate Secretary

-4-
Warner Bros. Discovery Announces the Addition of Anton Levy to its Board of Directors New York – March 31, 2025 – Warner Bros. Discovery, Inc. (the “Company”) (Nasdaq: WBD) today announced that it intends to add Anton Levy as an independent director to the Company’s Board of Directors in connection with the 2025 Annual Meeting of Stockholders (the “Annual Meeting”). His addition follows a comprehensive search process led by the Nominating and Corporate Governance Committee. Anton Levy is currently an Advisory Director at General Atlantic and previously served as General Atlantic’s Co-President and Chairman of Global Technology. Anton has significant investing experience and an exceptional track record of value creation, having led many of General Atlantic’s most notable investments in leading technology companies, such as Airbnb, Alibaba Group, Crowdstrike, Facebook, Klarna AB, Mercado Libre, Slack, Snapchat, Squarespace and Uber. “We are pleased to welcome Anton to the Warner Bros. Discovery Board,” said Samuel A. Di Piazza, Jr., Chair of the Warner Bros. Discovery Board of Directors. “His addition is consistent with the commitment we announced in December to continue to enhance the board with industry experts with track records of value creation. We look forward to working with Anton as we continue to oversee the execution of Warner Bros. Discovery’s strategy to unlock value for shareholders. I also appreciate the engagement we have had from shareholders, including helpful input from John Petry, Managing Member of Sessa Capital, as part of that process.” “We are making meaningful progress to achieve our vision for Warner Bros. Discovery and harness the power of our unique, world-class assets to drive profitable growth,” said David Zaslav, President and Chief Executive Officer of Warner Bros. Discovery. “We continue to move forward with urgency to improve performance and position our businesses for success over the near- and long-term amid the evolving industry landscape. We are confident that Anton will add valuable perspectives as we continue to take steps to drive long-term value for shareholders.” The addition of Anton Levy is being made as part of Warner Bros. Discovery’s commitment to strong corporate governance and follows the appointments of independent directors Anthony Noto and Joey Levin to the Board in January 2025. Information about the Annual Meeting will be available in its proxy statement, which will be filed with the SEC in due course. ### About Anton Levy Anton Levy is currently an Advisory Director at General Atlantic, a leading global investor with more than $103 billion in assets under management. Mr. Levy began his career at General Atlantic in 1998 and has held a number of senior leadership roles, including serving as Co-President and Chairman of Global Technology until January 2025

 
and on the firm’s Investment, Portfolio and Executive Committees. He led many of General Atlantic’s most notable investments in technology companies, such Airbnb, Alibaba Group, Crowdstrike, Facebook, Klarna AB, Mercado Libre, Slack, Snapchat, Squarespace and Uber. He has been named to the Forbes Midas List of top investors each year from 2014 to 2024. Mr. Levy received a B.S. from the McIntire School of Commerce at the University of Virginia and an M.B.A. from the Columbia Business School. About Warner Bros. Discovery Warner Bros. Discovery is a leading global media and entertainment company that creates and distributes the world's most differentiated and complete portfolio of branded content across television, film, streaming and gaming. Available in more than 220 countries and territories and 50 languages, Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, MotorTrend, Animal Planet, Science Channel, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Pictures Animation, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others. For more information, please visit www.wbd.com. Cautionary Statement Concerning Forward-Looking Statements Information set forth in this communication contains certain forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, forecasts, and assumptions that involve risks and uncertainties and on information available to Warner Bros. Discovery as of the date hereof. The Company’s actual results could differ materially from those stated or implied due to risks and uncertainties associated with its business, which include the risk factors disclosed in the Company's filings with the U.S. Securities and Exchange Commission, including but not limited to the Company’s most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K. Forward-looking statements include statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. Forward-looking statements include, without limitation, statements regarding future financial and operating results, the Company’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Warner Bros. Discovery expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based. Investor Contact: Investor.Relations@wbd.com 212-548-5882 Media Contact: Robert Gibbs Robert.Gibbs@wbd.com 347-268-3017 Megan Klein Megan.Klein@wbd.com Source: Warner Bros. Discovery, Inc.

 
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Cover Page
Mar. 31, 2025
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Mar. 31, 2025
Entity Registrant Name Warner Bros. Discovery, Inc.
Entity File Number 001-34177
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 35-2333914
Entity Address, Address Line One 230 Park Avenue South
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10003
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Series A Common Stock  
Entity Information [Line Items]  
Title of 12(b) Security Series A Common Stock
Trading Symbol WBD
Security Exchange Name NASDAQ
4.302% Senior Notes due 2030  
Entity Information [Line Items]  
Title of 12(b) Security 4.302% Senior Notes due 2030
Trading Symbol WBDI30
Security Exchange Name NASDAQ
4.693% Senior Notes due 2033  
Entity Information [Line Items]  
Title of 12(b) Security 4.693% Senior Notes due 2033
Trading Symbol WBDI33
Security Exchange Name NASDAQ
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