What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-02-27 · 140 added, 124 removed, 150 unchanged (64% of the section changed)

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Industry Trends

The WGA and SAG-AFTRA went on strike in May and July 2023, respectively, following the expiration of their respective collective bargaining agreements with the Alliance of Motion Picture and Television Producers (“AMPTP”).

The WGA strike ended on September 27, 2023, and a new collective bargaining agreement was ratified on October 9, 2023.

The SAG-AFTRA strike ended on November 9, 2023, and a new collective bargaining agreement was ratified on December 5, 2023.

The strikes had a material impact on the operations and results of the Company in 2023, including a pause on certain theatrical and television productions.

Effects included a positive impact on cash flow from operations attributed to delayed production spend, and a negative impact on the results of operations attributed to timing and performance of the 2023 film slate, as well as the Company’s ability to produce, license, and deliver content.

The Company experienced content completion and delivery delays in the first quarter of 2024 due to the pause in television and theatrical productions in 2023, but did not experience any material impacts for the remainder of 2024.

Other headwinds in the industry, such as continued pressures on linear distribution and continued softness in the U.S.

Headwinds in the industry, such as continued pressures on linear distribution and declines in linear subscribers and continued softness in the U.S.

linear advertising market, have had, and are expected to continue to have, a material impact on the operations and results of the Company, including a negative impact on the results of operations attributed to declines in linear advertising revenue.

In addition, declines in linear subscribers are expected to continue.

The increase of digital advertising available in the marketplace has also resulted in, and is expected to continue to result in, increased competition for advertising expenditures for both traditional linear networks and ad-supported tiers in streaming services.

The increase of digital advertising inventory available in the marketplace has also resulted in, and is expected to continue to result in, increased competition for advertising expenditures for both traditional linear networks and ad-supported tiers in streaming services.

In addition, the imposition of tariffs by the U.S.

government and any retaliatory tariffs from foreign governments, including tariffs directly or indirectly applicable to our industry, may negatively impact our operations and results, including by leading to higher productions costs or decreased spending by advertisers whose expenditures are sensitive to such actions or to general economic conditions.

We continue to closely monitor the ongoing impact of industry trends to our business;

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Discovery is a leading global media and entertainment company that creates and distributes a differentiated and comprehensive portfolio of content and products across television, film, streaming, interactive gaming, publishing, themed experiences, and consumer products through brands including:

Discovery Channel, Max, CNN, DC Studios, TNT Sports, HBO, Food Network, TLC, TBS, Warner Bros.

Discovery Channel, HBO Max, CNN, DC Studios, TNT Sports, HBO, Food Network, TLC, TBS, Warner Bros.

Motion Picture Group, Warner Bros.

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Our asset mix strongly positions us to execute our key strategies:

grow our direct-to-consumer (“DTC”) business globally, enhance our Studios segment, and manage our linear networks for the best possible success in order to create long-term value for our shareholders.

We generate revenue from fees charged to distributors that carry our network brands and programming, including cable, direct-to-home (“DTH”) satellite, telecommunication and digital service providers, as well as through DTC subscription services (distribution revenue);

grow our streaming business globally, enhance our Studios segment, and manage our linear networks for the best possible success in order to create long-term value for our shareholders.

the sale of advertising on our networks and digital platforms (advertising revenue);

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and other sources such as studio tours and production services (other revenue).

Corporate Reorganization

On December 12, 2024, the Company announced that its board of directors had authorized the Company to implement a new corporate structure designed to enhance the Company’s strategic flexibility and create potential opportunities to unlock shareholder value.

Under the new corporate structure, the Company will serve as the parent company for two distinct operating divisions:

Global Linear Networks and Streaming & Studios.

To facilitate the implementation of this new structure and the movement of entities and assets to align with the new operating divisions, on January 1, 2025, the Company completed certain transactions, including (1) a merger of Discovery Holding Company with and into a newly formed subsidiary of WarnerMedia Holdings, Inc.

(the “DHC Merger”) and (2) a merger of a second newly formed subsidiary of WarnerMedia Holdings, Inc.

with and into Scripps Networks Interactive, Inc.

(the “Scripps Merger”).

As a result of the DHC Merger, Discovery Communications, LLC became an indirect subsidiary of WarnerMedia Holdings, Inc.

As a result of the Scripps Merger, Scripps Networks Interactive, Inc.

became a direct subsidiary of WarnerMedia Holdings, Inc.

In the first quarter of 2025, the Company renamed its DTC reportable segment to Streaming and its Networks reportable segment to Global Linear Networks.

In June 2025, the Company announced its plans to separate the Company into two publicly traded companies, Warner Bros.

and Discovery Global, and in October 2025, the Company announced that the board of directors would evaluate a broad range of strategic options, including continuing to advance the separation of the Company, a transaction for the entire company or separate transactions for Warner Bros.

and/or Discovery Global, as well as an alternative separation structure that would enable a merger of Warner Bros.

and spin-off of Discovery Global.

Termination of Netflix Merger

In January 2026, the Company entered into an amended and restated agreement and plan of merger, by and among the Company, Netflix, Inc.

(“Netflix”), Nightingale Sub, Inc., a wholly owned subsidiary of Netflix, and New Topco 25, Inc., a wholly owned subsidiary of WBD (the “Netflix Merger Agreement”), under which Netflix would have acquired the Streaming and Studios segments (subject to certain deviations) and certain other assets and liabilities, including the Company’s film and television studios, HBO Max, and HBO, following the separation and distribution of Discovery Global to the Company’s stockholders (the “Separation Transaction”).

Following the board of directors’ determination that it had received a “Company Superior Proposal,” as defined in the Netflix Merger Agreement, from PSKY and Netflix’s waiver of its right to propose revisions to the Netflix Merger Agreement, on February 27, 2026, in accordance with the terms of the Netflix Merger Agreement, the Company terminated the Netflix Merger Agreement in connection with entering into the PSKY Merger Agreement (as defined below).

In connection with the termination of the Netflix Merger Agreement, PSKY, on behalf of the Company, paid Netflix a termination fee of $2.8 billion in cash (the “Netflix Termination Fee”) as required by the terms of the Netflix Merger Agreement.

On February 27, 2026, the Company entered into an agreement and plan of merger, by and among the Company, PSKY and Prince Sub Inc., a wholly owned subsidiary of PSKY (“Merger Sub”) (as may be amended from time to time, the “PSKY Merger Agreement”), pursuant to which and subject to the terms and conditions therein, at the effective time, Merger Sub will merge with and into WBD, with WBD surviving as a wholly owned subsidiary of PSKY.

Upon completion of the PSKY Merger, each issued and outstanding share of WBD common stock (subject to certain exceptions) will be converted into the right to receive an amount in cash equal to $31.00, without interest, plus, if the closing date of the PSKY Merger occurs after September 30, 2026, the Ticking Consideration (the “Merger Consideration”).

The “Ticking Consideration” will be an amount in cash equal to $0.00277778 multiplied by the number of calendar days elapsed after September 30, 2026 to and including the closing date (which, for the avoidance of doubt, will not exceed $0.25 per 90 calendar day period).

Concurrently with the execution of the PSKY Merger Agreement, Larry J.

Ellison and an associated trust entered into a guarantee in favor of WBD to, among other things, jointly and severally guarantee certain payments by PSKY under the PSKY Merger Agreement, including $45.72 billion of the Merger Consideration, and assist WBD with the consummation of the PSKY Merger.

The completion of the PSKY Merger is subject to the receipt of required regulatory approvals, the approval of WBD shareholders and other customary closing conditions.

In addition, PSKY’s obligation to consummate the PSKY Merger is subject to WBD not having completed the separation of its Streaming & Studios business from its Global Linear Networks business nor having declared or made any dividend to WBD’s stockholders to effectuate the separation.

There can be no assurance that the PSKY Merger will occur in accordance with the expected plans or anticipated timeline, or at all.

The PSKY Merger Agreement contains certain customary termination rights for WBD and PSKY, including, without limitation, a right for either party to terminate if the PSKY Merger is not completed on or before March 4, 2027, subject to an extension to June 4, 2027 specified in the PSKY Merger Agreement.

Termination under specified circumstances will require WBD to pay PSKY a termination fee of $3.0 billion and reimburse PSKY for (i) any payment made by PSKY, which will in no event be more than $1,528 million, in connection with WBD’s obligation to complete the Junior Lien Exchange Offer (as defined herein) by December 30, 2026 and (ii) the Netflix Termination Fee, or PSKY to pay WBD a termination fee of $7.0 billion.

Reportable Segments

There have been no changes to the Company’s reportable segments or the composition of the Company’s reportable segments as a result of these actions.

Any differences in the composition of our reportable segments as a result of the previously proposed Separation Transaction have not been reflected as our chief operating decision maker (“CODM”), the Chief Executive Officer (“CEO”), has not implemented any corresponding changes to the way our business was managed through December 31, 2025.

We have included supplemental Streaming & Studios and Global Linear Networks division information and supplemental consolidating data in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Annual Report on Form 10-K.

As of December 31, 2025, we classified our operations in three reportable segments:

• Studios - Our Studios segment primarily consists of the production and release of feature films for initial exhibition in theaters, production and initial licensing of television programs to our networks/DTC services as well as third parties, distribution of our films and television programs to various third party and internal television and streaming services, distribution through the home entertainment market (physical and digital), related consumer products and themed experience licensing, and interactive gaming.

• Networks - Our Networks segment primarily consists of our domestic and international television networks.

• DTC - Our DTC segment primarily consists of our premium pay-TV and streaming services.

• Streaming - Our Streaming segment primarily consists of our premium pay-TV and streaming services.

• Studios - Our Studios segment primarily consists of the production and release of feature films for initial exhibition in theaters, production and initial licensing of television programs to third parties and our networks/streaming services, distribution of our films and television programs to various third party and internal television and streaming services, distribution through the home entertainment market (physical and digital), related consumer products and themed experience licensing, and interactive gaming.

• Global Linear Networks - Our Global Linear Networks segment primarily consists of our domestic and international television networks.

Our segment presentation aligns with our management structure and the financial information management uses to make decisions about operating matters, such as the allocation of resources and business performance assessments.

Financial information for our segments and the geographical areas in which we do business is set forth in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Note 23 to the consolidated financial statements included in Item 8, “Financial Statements and Supplementary Data” in this Annual Report on Form 10-K.

WBD’s Studios business includes the Warner Bros.

WBD’s Streaming segment includes our streaming services, such as HBO Max and discovery+ , premium pay-TV services, such as HBO , and certain premium sports streaming products.

Our streaming services are available on most mobile and connected TV devices.

As of December 31, 2025, we had 131.6 million Streaming subscribers 1 .

Our strong subscriber growth this year has driven increased revenue and profitability for the Streaming segment.

In January 2026, HBO Max was launched in Germany and Italy, and we anticipate launching in the UK in March 2026.

HBO is one of the most respected and innovative entertainment brands in the world, serving iconic, award-winning programming through the HBO linear channels and our DTC streaming service, HBO Max.

In 2025, HBO’s crime drama The Penguin earned Colin Farrell a Golden Globe Award in the category for Best Performance by a Male Actor in a Limited Series, Anthology Series, or a Motion Picture Made for Television, and the series garnered nine wins at the 77th Emmy Awards.

Other Emmy standouts were Hacks and the new HBO Max series The Pitt .

The Pitt concluded its freshman season with a 13-week streak of week-over-week growth – with every episode since its two-part premiere on January 9, 2025 outperforming the last.

The medical drama, produced by Warner Bros.

Television, received five Emmy Awards including Outstanding Drama series and is renewed for a third season.

Other hit HBO series that returned to critical acclaim in 2025 included The White Lotus , The Gilded Age, and The Last of Us .

HBO Max is a streaming destination for a variety of programming including HBO Originals, Warner Bros.

films, HBO Max Originals, the DC universe, the Wizarding World of Harry Potter, CNN, and programming across food, home, reality, lifestyle, and documentaries from leading brands like HGTV, Food Network, Discovery Channel, and more.

Our strategy to grow our Streaming business globally delivered success in 2025 with HBO Max’s expansion hitting over 100 markets including Latin America, the Caribbean, Europe, Australia, and Asia and the addition of 14.7 million global subscribers to our Streaming products.

In 2025, our content pipeline for HBO and HBO Max included the highly anticipated returns of The White Lotus , The Last of Us , Hacks , ...And Just Like That , Peacemaker , and The Gilded Age, as well as the series premieres of It:

Welcome to Derry and Task .

Notable new series slated for 2026 include the Game of Thrones prequel, A Knight of the Seven Kingdoms , the dark comedy miniseries DTF St.

Louis starring David Harbour and Jason Bateman, and the HBO Original comedy series Rooster , from co-showrunners and executive producers Bill Lawrence and Matt Tarses and stars Steve Carell, who also serves as executive producer.

Hit series returning in 2026 include House of the Dragon , Euphoria , The Pitt, and Hacks .

discovery+ is WBD’s non-fiction, real-life subscription-based streaming service.

discovery+ features a wide range of series across popular passion verticals, including lifestyle and relationships;

home and food;

adventure and natural history;

science, tech, and the environment;

and a slate of high-quality documentaries.

HBO Max and discovery+ currently feature both ad-free and ad-lite versions in most markets.

1 Streaming subscriber - We define a “Core Streaming Subscription” as:

a retail subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product (defined below) for which we have recognized subscription revenue, whether directly or through a third party, from a Streaming platform;

a wholesale subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue from a fixed-fee arrangement with a third party and where the individual user has activated their subscription;

a wholesale subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue on a per subscriber basis, including third-party services that host a branded environment of discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue on a per subscriber basis;

a retail or wholesale subscription to an independently-branded, regional product sold on a stand-alone basis that includes discovery+, HBO, HBO Max, Max, and/or a Premium Sports Product, for which we have recognized subscription revenue (as per (i) –(iii) above);

and users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month immediately following the month in which their free trial expires.

The Company defines a “Premium Sports Product” as a strategically prioritized, sports-focused product sold on a stand-alone basis and made available directly to consumers.

The current “independently-branded, regional product” referred to in (iv) above consist of TVN/Player.

Subscribers to multiple WBD Streaming products (listed above) are counted as a paid subscriber for each individual WBD streaming product subscription.

We may refer to the aggregate number of Core Streaming Subscriptions as “subscribers”.

The reported number of “subscribers” included herein and the definition of “Streaming Subscription” as used herein excludes:

individuals who subscribe to Streaming products, other than discovery+, HBO, HBO Max, Max, a Premium Sports Product, and independently-brand, regional products (currently consisting of TVN/Player), that may be offered by us or by certain joint venture partners or affiliated parties from time to time;

a limited number of international discovery+ subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time;

domestic and international Cinemax subscribers, and international basic HBO subscribers;

and users on free trials except for those users on free trial that convert to a Streaming Subscription within the first seven days of the next month as noted above.

Domestic subscriber - We define a Domestic subscriber as a subscription based either in the United States of America or Canada.

International subscribe r - We define an International subscriber as a subscription based outside of the United States of America or Canada.

For the year ended December 31, 2025, distribution, advertising, and content revenues were 87%, 9%, and 4%, respectively, of total revenues for this segment.

WBD’s Studios segment includes the Warner Bros.

Motion Picture Group (“WBMPG”), DC Studios, Warner Bros.

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Animation, Cartoon Network Studios, and Hanna-Barbera Studios Europe .

Among the Studios segment’s content highlights for 2024 were Dune:

Part Two, Beetlejuice, Beetlejuice and Godzilla x Kong:

The New Empire on the film side, with Warner Bros.

Discovery becoming the first studio to cross the $1 billion mark at the worldwide box office that year.

Award-winning TV titles for 2024 include Abbott Elementary , Shrinking, and The Voice.

As of December 31, 2024, the new series The Penguin remains one of the most-watched debut seasons globally of any current HBO or Max show, behind only House of the Dragon and The Last of Us .

Among the Studios segment’s content highlights for 2025 were One Battle After Another, Sinners, Superman, A Minecraft Movie, and Weapons on the film side, and we were also the first studio in Hollywood’s history to open seven consecutive movies above $40 million at the domestic box office.

Award-winning TV titles for 2025 include Abbott Elementary , Shrinking, and The Pitt.

Beyond its production operations, the Studios segment includes various businesses that facilitate consumer interaction with the intellectual property it creates.

Global Consumer Products, Themed Entertainment and Brand Licensing, and world-renowned comic and publishing powerhouse DC Comics, all drive opportunities for consumers to engage with WBD’s leading entertainment brands and franchises.

WBD Global Experiences consists of the Company’s worldwide studio tours, retail destinations, touring exhibitions, and all location-based experiences inspired by Harry Potter , DC, Looney Tunes , Scooby-Doo , Game of Thrones , Friends , and more.

Global distribution of most of WBD’s content is handled by Content Sales , which provides content for viewers across streaming, cable, satellite and broadcast networks, local television stations, and airlines.

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Games , a worldwide publisher, developer, licensor, and distributor of content for the interactive space across all platforms, including console, handheld, mobile, and PC-based gaming for both internal and third-party game titles.

In September 2024, WBD announced a new global structure for the Company’s worldwide studio tours, retail destinations, touring exhibitions, and all location-based experiences.

WBD Global Experiences brings together the previous Global Themed Entertainment licensing group and the Studio Tours & Retail owned and operated group into a single worldwide division to develop and execute on global strategies that offer partners a mix of both group models, putting WBD in a position to drive growth and become a worldwide leader in the creation, development, licensing, and operation of location-based entertainment inspired by Harry Potter , DC, Looney Tunes, Scooby-Doo , Game of Thrones , Friends , Discovery and more.

In June 2025, Warner Bros.

Games announced its new focus on four core franchises - Harry Potter, Game of Thrones, DC, and Mortal Kombat.

For the year ended December 31, 2025, content and other revenues were 93% and 7%, respectively, of total revenues for this segment.

WBD’s linear network operations include general entertainment, lifestyle, and news networks in the U.S., as well as a host of international media networks and global sports networks.

Global Linear Networks

WBD’s Global Linear Networks segment includes general entertainment, lifestyle, and news networks in the U.S., as well as a host of international media networks and global sports networks.

General and lifestyle entertainment networks in the U.S.

include TNT , TBS , Turner Classic Movies , OWN , HGTV , Food Network , TLC , Discovery Channel and Adult Swim , among many others.

In 2024, CNN , our global news brand, launched CNN International in Europe on Max, giving audiences the ability to access a combination of on-air CNN content and exclusive programming on WBD’s streaming service in Spain, Nordics, Belgium, Netherlands, and Central and Eastern Europe.

In 2025, our portfolio of networks commanded a monthly average of over 140 million total viewers and delivered 17 of the 25 highest-rated unscripted freshman or limited series among Adults 25-54.

TNT, TBS, TLC, Food Network, and CNN were five of the top ten ad-supported cable networks for the year among Adults 25-54, with TLC’s breakout hit Baylen Out Loud ranking as the #1 unscripted freshman series in prime time among Adults and Women 25-54.

CNN , a leading global news brand, launched CNN All Access in October 2025, giving audiences the ability to access a combination of on-air CNN content, news coverage, and exclusive programming directly on CNN’s apps and websites.

TNT Sports is a global leader in the delivery of premium sports content.

The TNT Sports U.S.

portfolio includes expansive, multi-platform partnerships with the National Basketball Association (“NBA”), Major League Baseball, the National Collegiate Athletic Association (“NCAA”) Division I Men’s Basketball Championship, National Hockey League, United States Soccer Federation, Unrivaled, National Association for Stock Car Auto Racing, Roland-Garros, NCAA Big 12 Football and Men’s Basketball, and NCAA Big East Men’s and Women’s Basketball.

Additionally, TNT Sports co-manages NCAA.com and NCAA March Madness Live, along with NBA Digital including NBA TV, the NBA App and NBA.com.

Bleacher Report and House of Highlights, digital destinations for young adult sports fans, are owned and operated by TNT Sports.

In March 2024, TNT Sports also premiered a primetime sports programming block on truTV consisting of live sports, original sports shows, and ancillary sports content.

TNT Sports in the United Kingdom and Ireland includes live coverage of Australian Open and Roland-Garros tennis;

portfolio includes expansive, multi-platform partnerships with the College Football Playoff, The National Collegiate Athletic Association (the “NCAA”) Division I Men’s Basketball Championship, Big 12 Football and Men’s Basketball, BIG EAST Men’s and Women’s Basketball, Major League Baseball, National Hockey League, National Association for Stock Car Auto Racing (“NASCAR”), Roland-Garros, Unrivaled and the United States Soccer Federation.

TNT Sports also produces the iconic Inside the NBA studio show featuring Ernie Johnson, Charles Barkley, Shaquille O’Neal, and Kenny Smith.

Additionally, TNT Sports co-manages NCAA.com and NCAA March Madness Live.

In Europe, WBD’s portfolio of sports brands reaches fans and broad audiences across free-to-air TV, pay-TV, streaming, online, and social platforms.

WBD Sports Europe includes consumer brands Eurosport and TNT Sports in the UK and Ireland, as well as sports programming and content on WBD’s free-to-air TV networks and streaming content on HBO Max and discovery+.

WBD’s channels and platforms are home to several major sporting events, including the 2026-2032 Olympic Games in Europe;

Australian Open and Roland-Garros;

tennis’ Grand Slams;

Grand Tour cycling;

the Union Cycliste Internationale Mountain Bike World Series;

World Championship and World Cup winter sports events;

British and World Superbikes;

Olympic Games 2026-2032;

the Professional Golfers’ Association Tour year-round in some markets;

the Federation Internationale de Motocyclisme (“FIM”) Enduro World Championship;

The Ocean Race;

the Snooker World Tour;

the FIM Speedway Grand Prix, Speedway of Nations and Speedway World Cup;

major World Championship and World Cup winter sports events;

Premier League;

Union of European Football Associations club football;

Premiership men’s and women’s rugby;

the Emirates FA Cup;

Adobe Women’s FA Cup;

Union of European Football Associations (“UEFA”) Champions League, Europa League and Conference League;

Gallagher PREM Rugby;

Premiership Women’s Rugby;

international cricket;

Ultimate Fighting Championship and boxing, which are all available on TNT Sports and its streaming home, discovery+.

and Ultimate Fighting Championship.

In Latin America, the TNT Sports portfolio includes live broadcasting for UEFA Champions League and UEFA Super Cup in Brazil and Mexico;

Premier League, FA Challenge Cup and Community Shield in Mexico;

and Campeonato Paulista in Brazil.

TNT Sports’ owned-and-operated platforms include Bleacher Report, Eurosport.com, House of Highlights , Golf Digest, and a full suite of digital and social brands.

For the year ended December 31, 2025, distribution, advertising, content, and other revenues were 55%, 36%, 7%, and 2%, respectively, of total revenues for this segment.

WBD’s DTC business includes our streaming services, such as Max and discovery+ , and premium pay-TV services, such as HBO.

Our streaming services are available on most mobile and connected TV devices.

As of December 31, 2024, we had 116.9 million DTC subscribers 1 .

Our strong subscriber growth this year has driven increased revenue and profitability for the DTC segment.

In 2025 and 2026, we anticipate additional launches of our streaming services in major markets.

HBO is one of the most respected and innovative entertainment brands in the world, serving iconic, award-winning programming through the HBO linear channels and our DTC streaming service, Max.

In 2024, HBO’s crime drama The Penguin earned positive reviews and grew its premiere-night audience by 54% from debut to finale.

The Penguin also earned Colin Farrell a Golden Globe Award in the category for Best Performance by a Male Actor in a Limited Series, Anthology Series, or a Motion Picture Made for Television.

Another standout was True Detective:

Night Country , which became the series’ most watched season, receiving 19 Emmy nominations and one win for Jodie Foster’s performance.

New HBO series highlights include Dune:

Prophecy and Like Water for Chocolate , both of which have already been renewed for a second season.

Other hit HBO series that returned to critical acclaim in 2024 included House of the Dragon and Hacks , a Golden Globe winner for Best Television Series - Musical or Comedy.

Max is a streaming destination for a variety of programming including HBO Originals, Warner Bros.

films, Max Originals, the DC universe, the Wizarding World of Harry Potter, CNN, and programming across food, home, reality, lifestyle, and documentaries from leading brands like HGTV, Food Network, Discovery Channel, and more.

Our strategy to grow our DTC business globally delivered success in 2024 with the launch of Max in 73 new markets across Latin America, the Caribbean, Europe, and Asia and the addition of 19.3 million global subscribers to our DTC products.

In 2025, our content pipeline for HBO and Max includes the highly anticipated returns of The White Lotus , The Last of Us , Hacks , ...And Just Like That , Peacemaker , and The Gilded Age, as well as the series premieres of It:

Welcome to Derry and The Eastern Gate .

discovery+ is WBD’s non-fiction, real-life subscription-based streaming service.

discovery+ features a wide range of series across popular passion verticals, including lifestyle and relationships;

home and food;

adventure and natural history;

science, tech, and the environment;

and a slate of high-quality documentaries.

discovery+ highlights for 2024 included the premiere of Quiet on Set and the return of the Curious Case of Natalia Grace .

Max and discovery+ currently feature both ad-free and ad-lite versions in most markets.

For the year ended December 31, 2024, distribution, advertising, and content revenues were 87%, 8%, and 4%, respectively, of total revenues for this segment.

1 Direct-to-Consumer subscriber - We define a “Core DTC Subscription” as:

(i) a retail subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product (defined below) for which we have recognized subscription revenue, whether directly or through a third party, from a direct-to-consumer platform;

(ii) a wholesale subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue from a fixed-fee arrangement with a third party and where the individual user has activated their subscription;

(iii) a wholesale subscription to discovery+, HBO, HBO Max, Max, or a Premium Sports Product for which we have recognized subscription revenue on a per subscriber basis;

(iv) a retail or wholesale subscription to an independently-branded, regional product sold on a stand-alone basis that includes discovery+, HBO, HBO Max, Max, and/or a Premium Sports Product, for which we have recognized subscription revenue (as per (i)-(iii) above);

and (v) users on free trials who convert to a subscription for which we have recognized subscription revenue within the first seven days of the calendar month immediately following the month in which their free trial expires.

The Company defines a “Premium Sports Product” as a strategically prioritized, sports-focused product sold on a stand-alone basis and made available directly to consumers.

The current “independently-branded, regional products” referred to in (iv) above consist of TVN/Player and BluTV.

Subscribers to multiple WBD DTC products (listed above) are counted as a paid subscriber for each individual WBD DTC product subscription.

We may refer to the aggregate number of DTC Subscriptions as “subscribers”.

The reported number of “subscribers” included herein and the definition of “DTC Subscription” as used herein excludes:

(i) individuals who subscribe to DTC products, other than discovery+, HBO, HBO Max, Max, a Premium Sports Product, and independently-branded, regional products (currently consisting of TVN/Player and BluTV) that may be offered by us or by certain joint venture partners or affiliated parties from time to time;

(ii) a limited number of international discovery+ subscribers that are part of non-strategic partnerships or short-term arrangements as may be identified by the Company from time to time;

(iii) domestic and international Cinemax subscribers, and international basic HBO subscribers;

and (iv) users on free trials except for those users on free trial that convert to a DTC Subscription within the first seven days of the next month as noted above.

Domestic subscriber - We define a Domestic subscriber as a subscription based either in the United States of America or Canada.

International subscribe r - We define an International subscriber as a subscription based outside of the United States of America or Canada.

Providing content across various distribution platforms is a highly competitive business worldwide.

We experience competition for the development and acquisition of content, distribution and sale of our content, sale of commercial time on our networks and viewership.

There is competition from other production studios, other television networks, and online-based content providers for the acquisition of content and creative talent such as writers, producers and directors.

In addition, the composition of our competitors has evolved with the entrance of new market participants, including companies in adjacent sectors with significant financial, marketing, and other resources, greater efficiencies of scale, fewer regulatory burdens and more competitive pricing.

Our ability to produce and acquire popular content is an important competitive factor for the distribution of our content, attracting viewers and the sale of advertising.

We experience competition for the development and acquisition of content, distribution and sale of our content, sale of advertising time on our services, and viewership.

There is competition from other content providers, including production studios, television networks, and online-based content providers for creative talent such as writers, producers and directors, as well as for the acquisition of content.

Our ability to produce and acquire popular content is an important competitive factor for the distribution and monetization of our content, attracting viewers and the sale of advertising.

Our success in securing popular content and creative talent depends on various factors such as the number of competitors providing content that targets the same genre and audience, the distribution of our content, viewership, and the production, marketing and advertising support we provide.

Our networks compete with other television networks, including broadcast, cable and local, and with other studios and production companies for the distribution of our content and fees charged to cable television operators, DTH satellite service providers, and other distributors that carry our content.

Our services compete with other television networks, including broadcast, cable and local, other streaming services and with other studios and production companies for the distribution of our content and fees charged to cable television operators, DTH satellite service providers, and other distributors that carry our content.

Our ability to secure distribution agreements is necessary to ensure the retention of our audiences.

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The ability to secure distribution agreements is dependent upon the production, acquisition and packaging of content, viewership, the marketing and advertising support and incentives provided to distributors, the product offering across a series of networks within a region, and the prices charged for carriage.

Our networks and streaming services, which include Max, HBO Max, and discovery+, compete for the sale of advertising with other television networks, including broadcast, cable, local networks, other content distribution outlets and new market participants for their target audiences and the sale of advertising.

Our services also compete for the sale of advertising with other television networks, including broadcast, cable, local networks, other streaming services, other content distribution outlets (including large social media and free video distribution platforms), and new market participants for their target audiences and the sale of advertising.

Our success in selling advertising is a function of the size and demographics of our audiences, quantitative and qualitative characteristics of the audience of each network, the perceived quality of the network and of the particular content, the brand appeal of the network and ratings as determined by third-party research companies, prices charged for advertising and overall advertiser demand in the marketplace.

Our networks, studios and streaming services also compete for their target audiences with all forms of content and other media provided to viewers, including broadcast, cable and local networks, streaming services, pay-per-view and video-on-demand (“VOD”) services, online activities and other forms of news, information and media entertainment.

Our services also compete for their target audiences with all forms of content and other media provided to viewers, including broadcast, cable and local networks, a growing number of paid and ad-supported streaming services, other digital products, online activities, and other forms of news, information and media entertainment.

The composition of our competitors has evolved with the entrance of new market participants, including companies in adjacent sectors with significant financial, marketing, and other resources, greater efficiencies of scale, and fewer regulatory burdens.

INTELLECTUAL PROPERTY

We are one of the world’s leading creators, owners and distributors of intellectual property.

Our intellectual property assets include copyrights in films, television programs, software, comic books and mobile apps;

Our intellectual property assets include copyrights in films, television programs, games, software, comic books and mobile apps;

trademarks in names, logos and characters;

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and licenses of intellectual property rights of various kinds from third parties.

We have made and will continue to make investments in developing technology platforms to support our digital products and streaming services, including Max and discovery+, and consider these platforms to be intellectual property assets as well.

We have made and will continue to make investments in developing technology platforms to support our digital products and streaming services, including HBO Max and discovery+, and consider these platforms to be intellectual property assets as well.

We are a global media and entertainment company and the protection of our content and brands is of primary importance.

To protect our intellectual property assets, we rely upon a combination of copyright, trademark, patent, unfair competition, and internet/domain name statutes and laws, and contract provisions.

To protect our intellectual property assets, we rely upon a combination of copyright, trademark, patent, unfair competition, and internet/domain name statutes and laws, technological protections and contract provisions.

However, there can be no assurance of the degree to which these measures will be successful.

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Content networks, such as those owned by us, are regulated in certain limited respects by the Federal Communications Commission (“FCC”), including some regulations that only apply to content networks affiliated with a cable television operator.

Other FCC regulations, although imposed on cable television operators and direct broadcast satellite (“DBS”) operators and other distributors, affect content networks indirectly.

Other FCC regulations, although imposed on cable television operators, direct broadcast satellite (“DBS”) operators or other distributors, affect content networks indirectly.

The rules, regulations, policies and procedures affecting our businesses are constantly subject to change.

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Congress, the FCC, and the U.S.

Department of Justice periodically consider proposals to implement additional accessibility requirements, and are considering a number of such proposals now, some of which would increase our obligations substantially.

Department of Justice periodically consider proposals to implement additional accessibility requirements, some of which would increase our obligations substantially.

Our television programming intended primarily for children 12 years of age and under must comply with certain limits on the amount and type of permissible advertising, and certain regulations extend to our digital products when they are referenced by web address in our television programming.

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Commercials embedded in our networks’ television content stream also must adhere to certain standards for ensuring that those commercials are not transmitted at louder volumes than our program material.

Certain states have adopted, or are contemplating adopting, similar volume standards applicable to streaming video content delivered directly to consumers.

Obscenity Restrictions

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Regulation of Digital Products and Services

We operate a variety of free, advertising-based and subscription-based digital products and streaming services providing news, information and entertainment to consumers in the U.S.

and international markets via web, mobile and connected TV platforms.

We operate and market a variety of free, advertising-based and subscription-based digital products and services, including streaming services and games, providing news, information and entertainment to consumers in the U.S.

and international markets via various platforms (e.g., websites and apps).

In some cases, those products and services are provided directly to consumers, and in other cases, they can be used and/or purchased through a third-party distributor, such as Xfinity or Hulu.

Our digital products and services are subject to federal and state laws in the U.S.

relating to the privacy and security of personal information collected from our users, including laws pertaining to the acquisition of personal information from children.

Some examples of these laws include the federal Children’s Online Privacy Protection Act (COPPA), the federal Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN SPAM), the Video Privacy Protection Act (VPPA), and the California Consumer Privacy Act (CCPA).

Additional U.S.

state and federal laws addressing data security and data breach notification obligations also may apply to the Company in some instances.

These laws and their public and private enforcement are continually evolving.

More than a dozen comprehensive U.S.

state privacy laws have taken effect in the last few years, and a number of others have been introduced and may pass in the future.

Additional U.S.

federal and state laws and regulations apply or may be adopted with respect to our digital products and services, covering such issues as data privacy and security, the online safety of children and teens, dissemination or moderation of user-generated content, advertising, competition, pricing, content, copyrights and trademarks, access by persons with disabilities, distribution, taxation and characteristics and quality of products and services.

The scope of regulation may differ depending on how these products and services are used and/or purchased.

In addition, the FCC from time to time considers whether some or all digital services should be considered MVPDs and regulated as such, or otherwise subjected to rules that apply to traditional communications providers.

Such determination would increase our regulatory burdens substantially.

covering areas including consumer protection, data privacy and security, online safety of children and teens, advertising, competition, access by persons with disabilities and intellectual property.

Further, the scope of regulation applicable to us may differ depending on how our digital products and services are used and/or purchased.

See also “Risk Factors—Risks Related to Domestic and Foreign Laws and Regulations;

Other Risks Related to International Operations.”

Intellectual Property Laws and Regulations

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Our content, whether distributed over broadcast, cable, DBS, wireless, or internet-based services, or through other means, is protected under intellectual property law, including copyright, trademark, patent, unfair competition, and internet/domain name statutes and laws and license agreements.

Changes to these laws and regulations could either strengthen or weaken our ability to license and protect our content and combat its theft or misuse.

Changes to these laws and regulations, including changes to the law surrounding the use of new technology such as AI, could either strengthen or weaken our ability to license and protect our content and combat its theft or misuse.

Foreign Laws and Regulations

The foreign jurisdictions in which our products and services are offered have, in varying degrees, laws and regulations governing our businesses, including relating to the production, monetization and distribution of content.

By way of example, our digital offerings available to consumers in international jurisdictions are subject to laws and regulations relating to, without limitation, consumer protection, data privacy and security, advertising, competition, intellectual property, and content limitations.

By way of example, our digital offerings available to consumers in international jurisdictions are subject to laws and regulations relating to, without limitation, consumer protection, data privacy and security, advertising, access by persons with disabilities, competition, intellectual property, and content limitations.

For example, the European Union’s General Data Protection Regulations may impose data security and security breach obligations on our digital products and streaming services in the European Union.

Similar to the U.S., new laws and regulations in international jurisdictions may be adopted with respect to our intellectual property, products and services.

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• applying compensation policies in an internally consistent manner;

• incentivizing our employees to deliver on our short- and long-term objectives.

• incentivizing our employees to deliver both quantitative and qualitative results on our short- and long-term objectives.

We provide an array of benefits and programs that support our employees in their personal and professional lives.

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• local medical, dental, and vision plans in many countries around the world to support our employees with access to health care, supplementing any state-provided health care;

• on-site wellness centers in our New York, Los Angeles, Atlanta, and Chiswick (London) offices, fully-equipped fitness centers in our New York, Los Angeles and Atlanta offices, and access to virtual fitness classes and wellbeing programs;

• on-site wellness centers in our New York, Los Angeles, Atlanta, and Chiswick (London) offices and fully-equipped fitness centers in our New York, Los Angeles and Atlanta offices;

• family support programs, including on-site childcare in certain offices, childcare locator services, back-up childcare, maternity/paternity leave, adoption assistance and elder care;

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and retirement/pension plans in over 20 countries, with competitive contributions from the Company for employees at all levels;

• offering an employee stock purchase plan, which allows certain employees globally (where legislation permits) an opportunity to buy WBD Series A common stock (“WBD common stock”) at a discounted price through convenient after-tax payroll deductions with no commission charges.

• offering an employee stock purchase plan (the “ESPP”), which allows certain employees globally (where legislation permits) an opportunity to buy WBD Series A common stock (“WBD common stock”) at a discounted price through convenient after-tax payroll deductions with no commission charges.

Enrollment in the ESPP has been suspended for 2026.

Learning and Development

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What changed 10-K

Item 1. Business