What changed in this filing

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Item 3. Legal Proceedings

2026-02-27 compared with 2025-02-27 · 51 added, 32 removed, 39 unchanged (68% of the section changed)

Legal Proceedings.

From time to time, in the normal course of its operations, the Company is subject to various litigation matters and claims, including claims related to employees, stockholders, vendors, other business partners, government regulations, or intellectual property, as well as disputes and matters involving counterparties to contractual agreements, such as disputes arising out of definitive agreements entered into in connection with the Merger.

A determination as to the amount of the accrual required for such contingencies is highly subjective and requires judgment about future events.

The Company may not currently be able to estimate the reasonably possible loss or range of loss for certain matters until developments in such matters have provided sufficient information to support an assessment of such loss.

In the absence of sufficient information to support an assessment of the reasonably possible loss or range of loss, no accrual for such contingencies is made and no loss or range of loss is disclosed.

(See Note 22 to the accompanying consolidated financial statements.) Although the outcome of these matters cannot be predicted with certainty and the impact of the final resolution of these matters on the Company’s results of operations in a particular subsequent reporting period is not known, management does not currently believe that the resolution of these matters will have a material adverse effect on the Company’s future consolidated financial position, future results of operations, or cash flows.

Between September 23, 2022 and October 24, 2022, two purported class action lawsuits (Collinsville Police Pension Board v.

Discovery, Inc., et al., Case No.

1:22-cv-08171;

Todorovski v.

Discovery, Inc., et al., Case No.

1:22-cv-09125) were filed in the United States District Court for the Southern District of New York.

The complaints named Warner Bros.

Discovery, Inc., Discovery, Inc., David Zaslav, and Gunnar Wiedenfels as defendants.

The complaints generally alleged that the defendants made false and misleading statements in SEC filings and in certain public statements relating to the Merger, in violation of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended, and sought damages and other relief.

On November 4, 2022, the court consolidated the Collinsville and Todorovski complaints under case number 1:22-CV-8171, and on December 12, 2022, the court appointed lead plaintiffs and lead counsel.

On February 15, 2023, the lead plaintiffs filed an amended complaint adding Advance/Newhouse Partnership, Advance/Newhouse Programming Partnership, Steven A.

Miron, Robert J.

Miron, and Steven O.

Newhouse as defendants.

The amended complaint asserted violations of Sections 11, 12(a)(2), and 15 of the Securities Act of 1933, as amended, and sought damages and other relief.

On February 5, 2024, the court dismissed the amended complaint with prejudice.

On March 4, 2024, plaintiffs filed an appeal.

On November 1, 2024, the United States Court of Appeals for the Second Circuit affirmed the February 5, 2024 judgment.

PSKY Complaint.

On January 12, 2026, PSKY filed a complaint in the Delaware Court of Chancery against our board of directors (and our Chair Emeritus, Dr.

Malone) and the Company.

The suit asserts a claim for breach of fiduciary duty against the directors, alleging that our board of directors failed to disclose material information in both the Solicitation/Recommendation Statement on Schedule 14D-9, filed on December 17, 2025, and the amendment to that Schedule 14D-9, filed on January 7, 2026.

PSKY also requested that the court expedite the case in light of the then-current expiration date of PSKY’s tender offer on January 21, 2026.

On January 15, 2026, the Delaware Court of Chancery denied PSKY’s request for expedition, stating that PSKY failed to demonstrate that it would suffer any irreparable harm in its capacity as a stockholder of the Company if the litigation was not expedited, among other reasons.

On February 2, 2026, the Company moved to dismiss the complaint.

Pursuant to the PSKY Merger Agreement, PSKY will file a voluntary notice of dismissal with prejudice with respect to the complaint, within one business day of the execution of the PSKY Merger Agreement, and promptly take any further actions required to dismiss with prejudice the complaint.

Securities Class Action.

On November 25, 2024, a securities class action complaint was filed in the United States District Court for the Southern District of New York ( Collura v.

Discovery, Inc.

1:24-cv-09027-KPF).

The complaint named WBD, Gunnar Wiedenfels, and David M.

Zaslav as defendants and asserted claims under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 10b-5 promulgated thereunder.

On February 21, 2025, the court appointed co-lead plaintiffs (Anthony Yuson and Michael Steinberg) and co-lead counsel (Pomerantz LLP and The Rosen Law Firm, P.A.) to represent the putative class.

On May 7, 2025, the lead plaintiffs filed a First Amended Complaint against WBD, Gunnar Wiedenfels, and David M.

The First Amended Complaint generally alleges that, between February 23, 2024 and August 7, 2024, defendants made false and misleading statements in SEC filings and other public disclosures relating to WBD’s negotiations with the National Basketball Association (“NBA”) concerning its contractual rights to broadcast the NBA’s content and the potential impact of a failure to renew the contract on its business, in violation of Sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5, and seeks damages and other relief.

The defendants moved to dismiss on July 11, 2025.

As of September 24, 2025, the motion has been fully briefed and is pending before the court.

Consolidated Derivative Action.

Between December 20, 2024 and January 14, 2025, four shareholder derivative complaints were filed in the United States District Court for the Southern District of New York ( Roy v.

Zaslav et al., No.

1:24-cv-09856-AT, Hollin v.

Zaslav et al., No.

1:24-cv-09885-AT, KO v.

Zaslav et al., No.

1:25-cv-00114-AT, and Herman, III v.

Chen et al., No.

1:25-cv-00352-AT).

Each complaint names certain current and former directors and officers of WBD as defendants and WBD as nominal defendant, and each complaint seeks damages and other relief.

The complaints generally assert claims against the defendants, derivatively on behalf of WBD, for alleged breaches of fiduciary duty based on the same facts alleged in the Collura securities case described above.

The complaints assert various common law causes of action, including breach of fiduciary duties, aiding and abetting breach of fiduciary duties, abuse of control, unjust enrichment, gross mismanagement, and waste of corporate assets, as well claims for violations of Sections 14(a), 10(b), and 21D of the Exchange Act.

On January 21, 2025, the court consolidated the four actions for all purposes under Case No.

1:24-cv-09856-AT, captioned as In re Warner Bros.

Discovery, Inc.

Derivative Litigation (the “Consolidated Derivative Action”).

On February 19, 2025, the Court stayed the Consolidated Derivative Action pending resolution of a final decision on all motions to dismiss the operative complaint in the Collura securities action.

Mine Safety Disclosures.

5 unchanged sentences

Executive Officer since 2007

Zaslav has served as our President and Chief Executive Officer and a member of our board of directors since the closing of the Merger on April 8, 2022.

Zaslav has served as our President and Chief Executive Officer and a member of our board of directors since the closing of the WarnerMedia Merger on April 8, 2022.

Prior to the closing, Mr.

Zaslav served as Discovery’s President and Chief Executive Officer from January 2007 until April 2022 and a common stock director of Discovery from September 2008 until April 2022.

Zaslav served as Discovery Inc.’s (“Discovery”) President and Chief Executive Officer from January 2007 until April 2022 and a common stock director of Discovery from September 2008 until April 2022.

Gunnar Wiedenfels, Chief Financial Officer

Executive Officer since 2017

Wiedenfels has served as our Chief Financial Officer since the closing of the Merger on April 8, 2022.

Wiedenfels has served as our Chief Financial Officer since the closing of the WarnerMedia Merger on April 8, 2022.

Prior to the closing, Mr.

7 unchanged sentences

Executive Officer since 2008

Campbell has served as our Chief Revenue and Strategy Officer since the closing of the Merger on April 8, 2022.

Campbell has served as our Chief Revenue and Strategy Officer since the closing of the WarnerMedia Merger on April 8, 2022.

Prior to the closing, he served as Discovery’s Chief Development, Distribution and Legal Officer.

Campbell has served in several senior executive roles at Discovery, including as Chief Distribution Officer from October 2015 to April 2022, Chief Development Officer from August 2010 to April 2022, General Counsel from December 2010 to April 2017, Digital Media Officer from August 2014 to October 2015 and President, Digital Media & Corporate Development from March 2007 to August 2010.

Amy Girdwood, Chief People and Culture Officer

Executive Officer since 2025

Girdwood was appointed as our Chief People and Culture Officer on March 6, 2025.

Prior to becoming our Chief People and Culture Officer, Ms.

Girdwood served in several senior executive roles at the Company since joining in July 1993, including as Executive Vice President, People and Culture from February 2007 to March 2025 and was responsible for supporting the International and Streaming leadership and employee population.

Lori Locke, Chief Accounting Officer

Executive Officer since 2019

Locke has served as our Chief Accounting Officer since the closing of the Merger on April 8, 2022.

Locke has served as our Chief Accounting Officer since the closing of the WarnerMedia Merger on April 8, 2022.

Prior to the closing, Ms.

2 unchanged sentences

Executive Officer since 2014

Perrette has served as our CEO and President of Global Streaming and Games since the closing of the Merger on April 8, 2022.

Perrette has served as our CEO and President of Global Streaming and Games since the closing of the WarnerMedia Merger on April 8, 2022.

Prior to the closing, he served as President and CEO of Discovery International (formerly referred to as Discovery Networks International) from June 2016 until April 2022, and served as President of Discovery Networks International from March 2014 to June 2016.

1 unchanged sentence

Perrette served as Discovery’s Chief Digital Officer from October 2011 to February 2014.

Jennifer Remling, Chief People and Culture Officer

Executive Officer since 2024

Remling joined the Company in January 2024 and has served as our Chief People and Culture Officer since April 1, 2024.

Prior to joining the Company, Ms.

Remling served as Chief People Officer of WPP, a global advertising and marketing services company, from January 2016 to December 2023.

Gerhard Zeiler, President, International

Executive Officer since 2022

Zeiler has served as our President, International since the closing of the Merger on April 8, 2022.

Zeiler has served as our President, International since the closing of the WarnerMedia Merger on April 8, 2022.

Prior to the closing, Mr.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 3. Legal Proceedings