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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):  April 8, 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 April 8, 2025, 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, which will expire at the Company's 2025 Annual Meeting of Stockholders. Dr. Malone is chair of the Company's Nominating and Corporate Governance Committee. His decision not to stand for re-election was not the result of any disagreement with the Company on any matter relating to the Company's operation, policies or practices.

On April 9, 2025, in recognition of Dr. Malone’s service to the Company and his continued interest in contributing to and supporting the Company with his counsel, the Board designated Dr. Malone as Chair Emeritus of the Board, effective as of the Company’s 2025 Annual Meeting of Stockholders. As Chair Emeritus, Dr. Malone will continue to regularly attend Board meetings in an advisory capacity, but will not vote on Board matters.

The Company had previously filed a Form 8-K on March 31, 2025 announcing (i) that the Board had 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 and (ii) that 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 had appointed Anton Levy to the Board effective immediately following the 2025 Annual Meeting of Stockholders.

On April 9, 2025, in light of Dr. Malone’s decision not to stand for re-election, the Board adopted a resolution to nominate Mr. Levy for election at the Company's 2025 Annual Meeting of Stockholders with a term that expires at the 2026 Annual Meeting of Stockholders and maintain the size of the Board at thirteen directors following the Company's 2025 Annual Meeting of Stockholders.

Item 7.01. Regulation FD Disclosure

On April 11, 2025, the Company issued a press release announcing Dr. Malone's decision to not stand for re-election. 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: April 11, 2025
By:
/s/ Tara L. Smith
Tara L. Smith
Executive Vice President and Corporate Secretary

-4-
Dr. John C. Malone to Transition to Chair Emeritus of Warner Bros. Discovery Board NEW YORK – April 11, 2025 – Warner Bros. Discovery, Inc. (the "Company") (Nasdaq: WBD) today announced that Dr. John C. Malone has decided not to stand for re-election to the Company’s Board of Directors and will be transitioning to the role of Chair Emeritus, effective upon the expiration of his term at the 2025 Annual Meeting of Stockholders (“Annual Meeting”). As Chair Emeritus, Dr. Malone will continue to regularly attend Board meetings and provide strategic counsel and support to the Board and management team. "John possesses one of the most brilliant strategic minds our industry has ever known. His exceptional insights and visionary perspective on the global media landscape and its future have been invaluable to me personally and pivotal in shaping the trajectory and remarkable growth of Discovery and now at Warner Bros. Discovery. Working alongside John has profoundly enriched our ability to navigate complex challenges, seize transformative opportunities, and create lasting value." said David Zaslav, President and Chief Executive Officer of Warner Bros. Discovery. "As Chair Emeritus, John's unparalleled counsel, deep expertise, and clarity of vision will continue to shape our leadership team and Board's decisions as we unlock the full potential of our business. The partnership and friendship we've built over more than 30 years has been one of the true joys of my career, and I’m looking forward to continuing this journey with John in this new role." “On behalf of the full Board, I would like to thank John for his contributions to Warner Bros. Discovery,” said Samuel A. Di Piazza, Jr., Chair of the Warner Bros. Discovery Board of Directors. “John has been instrumental in overseeing the development of Warner Bros. Discovery’s strategy and charting our course to navigate the current media landscape. We are fortunate to have the enduring benefit of his unparalleled expertise and insights as he assumes his new role of Chair Emeritus.” “It has been a privilege to serve on the Warner Bros. Discovery Board and work alongside David and his exceptional team to help guide the company through an industry-defining merger and its ongoing transformation. A constant through this journey has been my long-standing partnership with David, built on deep trust and his powerful combination of operational excellence and decisive leadership,” said Dr. Malone. “The Board and management team have made incredible progress making the company more resilient, agile and positioned for profitable growth. I am confident Warner Bros. Discovery is on the right path and I look forward to remaining actively involved, not only as a significant stockholder, but in this important role helping to shape the growth trajectory as the company evaluates important strategic and structural opportunities ahead and as a fan of our world-class assets and the engaging storytelling that set this company apart.” Warner Bros. Discovery intends to nominate Anton Levy for election by stockholders at the Annual Meeting. With the addition of Mr. Levy and Dr. Malone’s decision not to stand for election, the Board will continue to be comprised of 13 directors, 12 of whom will be independent, following the Annual

 
Meeting. Information about the Annual Meeting is available in the Company’s proxy statement, which is being filed with the SEC. ### 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 Contacts: Robert Gibbs Robert.Gibbs@wbd.com 347-268-3017 Megan Klein Megan.Klein@wbd.com Source: Warner Bros. Discovery, Inc.

 
v3.25.1
Cover Page
Apr. 08, 2025
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Apr. 08, 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
City Area Code 212
Local Phone Number 548-5555
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0001437107
Amendment Flag false
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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