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Item 9A. Controls and Procedures

2026-02-27 compared with 2025-02-27 · 165 added, 77 removed, 346 unchanged (41% of the section changed)

58 unchanged sentences

of Year Additions Deductions End

Allowance for credit losses $ 161 127 ( 127 ) $ 161

Deferred tax valuation allowance $ 2,043 397 ( 42 ) $ 2,398

Allowance for credit losses $ 123 152 ( 114 ) $ 161

Deferred tax valuation allowance $ 2,191 179 ( 327 ) $ 2,043

Allowance for credit losses (a)

$ 54 165 ( 96 ) $ 123

Deferred tax valuation allowance (b)

$ 305 1,617 ( 73 ) $ 1,849

(a) Increase in the allowance for credit losses is related to the acquisition of WM in 2022.

(b) Additions to the deferred tax valuation allowance include $ 343 million related to the acquisition of WM in 2022.

Deferred tax valuation allowance $ 1,849 429 ( 87 ) $ 2,191

All other financial statement schedules required to be filed pursuant to Item 8 and Item 15(c) of Form 10-K have been omitted as the required information is not applicable, not material, or is set forth in the consolidated financial statements or notes thereto.

1 unchanged sentence

EXHIBITS INDEX

2.1 Agreement and Plan of Merger, dated May 17, 2021, by and among Discovery, Inc., AT&T Inc., Magallanes, Inc.

and Drake Subsidiary, Inc.

2.1 Agreement and Plan of Merger, dated May 17, 2021, by and among Discovery, Inc., AT&T Inc., Discovery Global Holdings, Inc.

(f/k/a Magallanes, Inc.) and Drake Subsidiary, Inc.

(incorporated by reference to Exhibit 2.1 to the Form 8-K filed on May 20, 2021 (SEC File No.

001-34177)) (2)

2.2 Letter agreement, dated as of July 1, 2021, by and between AT&T Inc.

5 unchanged sentences

2.4 Amendment No.

1 to Agreement and Plan of Merger, dated as of November 18, 2021, by and among Discovery, Inc., AT&T Inc., Magallanes, Inc.

and Drake Subsidiary, Inc.

1 to Agreement and Plan of Merger, dated as of November 18, 2021, by and among Discovery, Inc., AT&T Inc., Discovery Global Holdings, Inc.

(f/k/a Magallanes, Inc.) and Drake Subsidiary, Inc.

(incorporated by reference to Exhibit 2.1.3 to the Registration Statement on Form S-4 filed on November 18, 2021 (SEC File No.

1 unchanged sentence

Discovery, Inc.

(f/k/a Discovery, Inc.), AT&T Inc., WarnerMedia Holdings, Inc.

(f/k/a Discovery, Inc.), AT&T Inc., Discovery Global Holdings, Inc.

(f/k/a Magallanes, Inc.) and Drake Subsidiary, Inc.

3 unchanged sentences

Discovery, Inc.

(f/k/a Discovery, Inc.), AT&T Inc., WarnerMedia Holdings, Inc.

(f/k/a Discovery, Inc.), AT&T Inc., Discovery Global Holdings, Inc.

(f/k/a Magallanes, Inc.) and Drake Subsidiary, Inc.

2 unchanged sentences

Discovery, Inc.

(f/k/a Discovery, Inc.), AT&T Inc., WarnerMedia Holdings, Inc.

(f/k/a Discovery, Inc.), AT&T Inc., Discovery Global Holdings, Inc.

(f/k/a Magallanes, Inc.) and Drake Subsidiary, Inc.

1 unchanged sentence

2.8 Separation and Distribution Agreement, dated as of May 17, 2021, by and among Discovery, Inc., AT&T Inc.

and Magallanes, Inc.

(incorporated by reference to Exhibit 2.2 to the Form 8-K filed on May 20, 2021 (SEC File No.

and Discovery Global Holdings, Inc.

(f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 2.2 to the Form 8-K filed on May 20, 2021 (SEC File No.

2.9 Amendment to Separation and Distribution Agreement, dated as of April 8, 2022, by and among Warner Bros.

1 unchanged sentence

(f/k/a Discovery, Inc.), AT&T Inc.

and WarnerMedia Holdings, Inc.

and Discovery Global Holdings, Inc.

(f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 2.4 to the Form 10-Q filed on August 5, 2022 (SEC File No.

001-34177)) (1)

3.1 Second Restated Certificate of Incorporation of Warner Bros.

2.10 Agreement and Plan of Merger, dated December 4, 2025, among Warner Bros.

Discovery, Inc., Netflix, Inc., Nightingale Sub, Inc.

and New Topco 25, Inc.

(incorporated by reference to Exhibit 2.1 to the Form 8-K filed on December 5, 2025 (SEC File No.

001-34177)) (2)

2.11 Amended and Restated Agreement and Plan of Merger, dated January 19, 2026, among Warner Bros.

Discovery, Inc., Netflix, Inc., Nightingale Sub, Inc., and New Topco 25, Inc.

(incorporated by reference to Exhibit 2.1 to the Form 8-K filed on January 20, 2026 ((SEC File No.

001-34177)) (2)

2.12 Agreement and Plan of Merger, dated February 27, 2026, among Warner Bros.

Discovery, Inc., Paramount Skydance Corporation and Prince Sub Inc.

(incorporated by reference to Exhibit 2.1 to the Form 8-K filed on February 27, 2026 (SEC File No.

EXHIBITS INDEX

3.1 Third Restated Certificate of Incorporation of Warner Bros.

Discovery, Inc.

(incorporated by reference to Exhibit 3.1 to the Form 8-K filed on April 12, 2022 (SEC File No.

3.2 Amended and Restated Bylaws of Warner Bros.

(incorporated by reference to Exhibit 3.1 to the Form 8-K filed on June 3, 2025 (SEC File No.

3.2 Second Amended and Restated Bylaws of Warner Bros.

Discovery, Inc.

(incorporated by reference to Exhibit 3.1 to the Form 8-K filed on May 10, 2023 (SEC File No.

(incorporated by reference to Exhibit 3.2 to the Form 8-K filed on June 3, 2025 (SEC File No.

4.1 Description of Warner Bros.

Discovery, Inc.'s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.1 to the Form 10-K filed on February 24, 2023 (SEC File No.

EXHIBITS INDEX

Discovery, Inc.’s securities registered pursuant to Section 12 of the Securities Exchange Act of 1934 (filed herewith)

4.2 Form of Series A Common Stock Certificate of Warner Bros.

11 unchanged sentences

Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 19, 2013 (SEC File No.

4.7 Seventh Supplemental Indenture, dated as of March 2, 2015, among Discovery Communications, LLC, Discovery Communications, Inc.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 2, 2015 (SEC File No.

4.7 Eighth Supplemental Indenture, dated as of March 19, 2015, among Discovery Communications, LLC, Discovery Communications, Inc., U.S.

6 unchanged sentences

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on April 4, 2018 (SEC File No.

4.12 Fifteenth Supplemental Indenture, dated as of April 3, 2018, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on April 4, 2018 (SEC File No.

4.11 Sixteenth Supplemental Indenture, dated as of June 29, 2018, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 10-Q filed November 9, 2018 (SEC File No.

EXHIBITS INDEX

4.12 Seventeenth Supplemental Indenture, dated as of May 21, 2019, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc.

Bank National Association, as Trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on May 21, 2019 (SEC File No.

EXHIBITS INDEX

4.13 Eighteenth Supplemental Indenture, dated as of May 18, 2020, among Discovery Communications, LLC, Discovery, Inc., Scripps Networks Interactive, Inc.

3 unchanged sentences

4.15 Twentieth Supplemental Indenture, dated as of April 8, 2022, by and among Discovery Communications, LLC, Warner Bros.

Discovery, Inc., Magallanes, Inc.

Discovery, Inc., Discovery Global Holdings, Inc.

(f/k/a Magallanes, Inc.) and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on April 12, 2022 (SEC File No.

4.16 Twenty-First Supplemental Indenture, dated as of April 8, 2022, by and among Discovery Communications, LLC, Warner Bros.

Discovery, Inc., Magallanes, Inc.

Discovery, Inc., Discovery Global Holdings, Inc.

(f/k/a Magallanes, Inc.) and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on April 12, 2022 (SEC File No.

1 unchanged sentence

Discovery, Inc., Scripps Networks Interactive, Inc.

Bank Trust Company, National Association, as trustee (filed herewith)

4.20 Indenture, dated as of March 15, 2022, by and among Magallanes, Inc., AT&T Inc.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.19 to the Form 10-K filed on February 27, 2025 (SEC File No.

4.18 Twenty-Third Supplemental Indenture, dated June 13, 2025, among Discovery Communications, LLC, as the issuer, the guarantors from time to time party thereto and U.S.

Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association), as trustee.

(incorporated by reference to Exhibit 4.1 to the Form 8-K filed on June 16, 2025 (SEC File No.

4.19 Indenture, dated as of March 15, 2022, by and among Discovery Global Holdings, Inc.

(f/k/a Magallanes, Inc.), AT&T Inc.

Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.3 to the Form 8-K filed on April 12, 2022 (SEC File No.

4.21 First Supplemental Indenture, dated as of April 8, 2022, by and among Magallanes, Inc., Warner Bros.

4.20 First Supplemental Indenture, dated as of April 8, 2022, by and among Discovery Global Holdings, Inc.

(f/k/a Magallanes, Inc.), Warner Bros.

Discovery, Inc., Discovery Communications, LLC, Scripps Networks Interactive, Inc., and U.S.

Bank Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 4.4 to the Form 8-K filed on April 12, 2022 (SEC File No.

4.22 Indenture, dated as of March 10, 2023, by and among WarnerMedia Holdings, Inc., Warner Bros.

4.21 Second Supplemental Indenture, dated June 13, 2025, among Discovery Global Holdings, Inc.

(f/k/a WarnerMedia Holdings, Inc.), as the issuer, the guarantors from time to time party thereto and U.S.

Bank Trust Company, National Association, as trustee.

(incorporated by reference to Exhibit 4.2 to the Form 8-K filed on June 16, 2025 (SEC File No.

4.22 Indenture, dated as of March 10, 2023, by and among Discovery Global Holdings, Inc.

(f/k/a WarnerMedia Holdings, Inc.), Warner Bros.

Discovery, Inc.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on March 10, 2023 (SEC File No.

4.23 First Supplemental Indenture, dated as of March 10, 2023, by and among WarnerMedia Holdings, Inc., Warner Bros.

Discovery, Inc., Discovery Communications, LLC, Scripps Networks Interactive, Inc.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on March 10, 2023 (SEC File No.

4.24 Second Supplemental Indenture, dated as of May 17, 2024, among WarnerMedia Holdings, Inc., Warner Bros.

EXHIBITS INDEX

4.23 Second Supplemental Indenture, dated as of May 17, 2024, among Discovery Global Holdings, Inc.

(f/k/a WarnerMedia Holdings, Inc.), Warner Bros.

Discovery, Inc., Discovery Communications, LLC, Scripps Networks Interactive, Inc., Elavon Financial Services DAC, UK Branch, as paying agent, and U.S.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on May 17, 2024 (File No.

Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed on May 17, 2024 (SEC File No.

4.24 Third Supplemental Indenture, dated June 13, 2025, among Discovery Global Holdings, Inc.

(f/k/a WarnerMedia Holdings, Inc.), as the issuer, the guarantors from time to time party thereto and the WMH Indenture Trustee and Elavon Financial Services DAC, UK Branch, as paying agent.

(incorporated by reference to Exhibit 4.3 to the Form 8-K filed on June 16, 2025 (SEC File No.

10.1 Transition Services Agreement, dated as of April 8, 2022, by and between AT&T Services, Inc.

and WarnerMedia Holdings, Inc.

and Discovery Global Holdings, Inc.

(f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on April 12, 2022 (SEC File No.

001-34177)) (1)

EXHIBITS INDEX

10.2 Intellectual Property Matters Agreement, dated as of April 8, 2022, by and among AT&T Inc., AT&T Intellectual Property LLC and WarnerMedia Holdings, Inc.

10.2 Intellectual Property Matters Agreement, dated as of April 8, 2022, by and among AT&T Inc., AT&T Intellectual Property LLC and Discovery Global Holdings, Inc.

(f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on April 12, 2022 (SEC File No.

1 unchanged sentence

10.3 Employee Matters Agreement, dated as of May 17, 2021, by and among Discovery, Inc., AT&T Inc.

and Magallanes, Inc.

(incorporated by reference to Exhibit 10.3 to the Form 8-K filed on May 20, 2021 (SEC File No.

and Discovery Global Holdings, Inc.

(f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on May 20, 2021 (SEC File No.

10.4 First Addendum to Employee Matters Agreement, dated as of April 8, 2022, by and among Warner Bros.

1 unchanged sentence

(f/k/a Discovery, Inc.), AT&T Inc.

and WarnerMedia Holdings, Inc.

and Discovery Global Holdings, Inc.

(f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 10.23 to the Form 10-Q filed on August 5, 2022 (SEC File No.

3 unchanged sentences

(f/k/a Discovery, Inc.), AT&T Inc.

and WarnerMedia Holdings, Inc.

and Discovery Global Holdings, Inc.

(f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 10.24 to the Form 10-Q filed on August 5, 2022 (SEC File No.

001-34177)) (1)

10.6 Tax Matters Agreement, dated as of May 17, 2021, between AT&T Inc., Magallanes, Inc.

and Discovery, Inc.

10.6 Tax Matters Agreement, dated as of May 17, 2021, between AT&T Inc., Discovery Global Holdings, Inc.

(f/k/a Magallanes, Inc.) and Discovery, Inc.

(incorporated by reference to Exhibit 10.7 to the Form 8-K filed on May 20, 2021 (SEC File No.

2 unchanged sentences

(f/k/a Discovery, Inc.), AT&T Inc.

and WarnerMedia Holdings, Inc.

and Discovery Global Holdings, Inc.

(f/k/a Magallanes, Inc.) (incorporated by reference to Exhibit 10.61 to the Form 10-K filed on February 24, 2023 (SEC File No.

3 unchanged sentences

(“WBD”), as facility guarantor, certain wholly-owned subsidiaries of WBD, as borrowers, Scripps Networks Interactive, Inc.

and WarnerMedia Holdings, Inc., as subsidiary guarantors, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 9, 2024 (SEC File No.

and Discovery Global Holdings, Inc.

(f/k/a WarnerMedia Holdings, Inc.), as subsidiary guarantors, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, swing line lender and L/C issuer (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on October 9, 2024 (SEC File No.

001-34177)) (1)

10.9 Amendment No.

1 to Credit Agreement, dated as of June 26, 2025, among Discovery Communications, LLC, Warner Bros.

Discovery, Inc., as facility guarantor, certain wholly-owned subsidiaries of Warner Bros.

Discovery, Inc., as borrowers, Scripps Networks Interactive, Inc.

and Discovery Global Holdings, Inc.

(f/k/a WarnerMedia Holdings, Inc.), as subsidiary guarantors, certain wholly-owned subsidiaries of Warner Bros.

Discovery, Inc., as joining guarantors, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent (filed herewith) (1)

EXHIBITS INDEX

10.10 Joinder Agreement to that certain Credit Agreement dated as of October 4, 2024 (as amended by that certain Amendment No.

1 to Credit Agreement dated as of June 26, 2025), dated as of September 29, 2025, by the various entities party thereto (filed herewith)

10.11 Bridge Loan Agreement, dated as of June 26, 2025, among Discovery Global Holdings, Inc.

(f/k/a WarnerMedia Holdings, Inc.), Warner Bros.

Discovery, Inc., the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A.

as lead arranger, bookrunner and sole administrative agent (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 26, 2025 (SEC File No.

001-34177)) (1)

10.12 Amendment No.

1 to Bridge Loan Agreement, dated as of February 18 , 2026, among Discovery Global Holdings, Inc.

(f/k/a WarnerMedia Holdings, Inc.), Warner Bros.

Discovery, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A.

as collateral and administrative agent (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 18 , 2026 (SEC File No.

001-34177)) (1)

10.13 Purchase and Sale Agreement, dated as of March 27, 2019, by and among Warner Bros.

14 unchanged sentences

001-34177)) (1)

EXHIBITS INDEX

10.18 Third Amendment to Purchase and Sale Agreement, dated as of June 10, 2021, by and among Warner Bros.

10 unchanged sentences

001-34177)) (1)

EXHIBITS INDEX

10.21 Second Amendment to the Fourth Amended and Restated Receivables Purchase Agreement, dated as of June 28, 2024, by and among Warner Bros.

1 unchanged sentence

and PNC Capital Markets LLC (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on August 7, 2024 (SEC File No.

10.22 Third Amendment to Fourth Amended and Restated Receivables Purchase Agreement, dated as of June 20, 2025, by and among Warner Bros.

Discovery Receivables Funding, LLC, the other persons from time to time party thereto, PNC Bank, National Association, Turner Broadcasting System, Inc.

and PNC Capital Markets LLC (incorporated by reference to Exhibit 10.8 to the Form 10-Q filed on August 7, 2025 (SEC File No.

001-34177)) (1)

10.23 Performance Guaranty, dated as of April 7, 2022, by Warner Bros.

9 unchanged sentences

Discovery, Inc.

2024 Incentive Compensation Program (filed herewith)*

2025 Incentive Compensation Program (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on May 8, 2025 (SEC File No.

10.27 Warner Bros.

8 unchanged sentences

Discovery, Inc.

Restricted Stock Unit Grant Agreement for Employees updated as of May 2025 (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed on May 8, 2025 (SEC File No.

10.31 Form of Warner Bros.

Discovery, Inc.

Nonqualified Stock Option Grant Agreement for Employees (incorporated by reference to Exhibit 10.19 to the Form 10-Q filed on August 5, 2022 (SEC File No.

EXHIBITS INDEX

10.32 Form of Warner Bros.

Discovery, Inc.

Nonqualified Stock Option Grant Agreement for Employees updated as of May 2025 (incorporated by reference to Exhibit 10.6 to the Form 10-Q filed on May 8, 2025 (SEC File No.

10.33 Form of Warner Bros.

Discovery, Inc.

Performance Restricted Stock Unit Agreement for Employees (incorporated by reference to Exhibit 10.25 to the Form 10-K filed on February 24, 2023 (SEC File No.

EXHIBITS INDEX

10.34 Form of Warner Bros.

Discovery, Inc.

Performance Restricted Stock Unit Agreement for Employees updated as of May 2025 (incorporated by reference to Exhibit 10.7 to the Form 10-Q filed on May 8, 2025 (SEC File No.

10.35 Form of Warner Bros.

Discovery, Inc.

Enhanced Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.26 to the Form 10-K filed on February 24, 2023 (SEC File No.

1 unchanged sentence

Discovery, Inc.

Enhanced Restricted Stock Unit Grant Agreement for Employees updated as of May 2025 (incorporated by reference to Exhibit 10.5 to the Form 10-Q filed on May 8, 2025 (SEC File No.

10.37 Form of Warner Bros.

Discovery, Inc.

2023 Special PRSU Agreement for Executives (incorporated by reference to Exhibit 10.5 to the Form 10-Q filed on May 5, 2023 (SEC File No.

2 unchanged sentences

2024 Special PRSU Agreement for Executives (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed on May 9, 2024 (SEC File No.

10.39 Form of Warner Bros.

Discovery, Inc.

2025 Special PRSU Agreement for Executives (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on May 8, 2025 (SEC File No.

10.40 Warner Bros.

8 unchanged sentences

10.44 Form of Discovery, Inc.

Restricted Stock Unit Grant Agreement for Employees (incorporated by reference to Exhibit 10.32 to the Form 10-K filed on February 27, 2020 (SEC File No.

10.35 Form of Letter from Discovery, Inc.

dated December 15, 2021 amending certain Restricted Stock Unit Grant Agreements (incorporated by reference to Exhibit 10.33 to the Form 10-K filed on February 24, 2022 (SEC File No.

10.36 Form of Discovery, Inc.

Restricted Stock Unit Grant Agreement for Employees updated as of January 1, 2022 (incorporated by reference to Exhibit 10.34 to the Form 10-K filed on February 24, 2022 (SEC File No.

4 unchanged sentences

Outside of the United States (incorporated by reference to Exhibit 10.35 to the Form 10-K filed on February 24, 2023 (SEC File No.

001-34177) ) *

10.39 Summary of Non-Employee Director Compensation (filed herewith)*

10.47 Summary of Non-Employee Director Compensation (incorporated by reference to Exhibit 10.39 to the Form 10-K filed on February 27, 2025 (SEC File No.

EXHIBITS INDEX

2 unchanged sentences

2005 Non-Employee Director Incentive Plan (as amended and restated effective May 20, 2015) (as further amended April 22, 2022 and December 14, 2022) (incorporated by reference to Exhibit 10.37 to the Form 10-K filed on February 24, 2023 (SEC File No.

001-34177) ) *

10.49 Form of Warner Bros.

1 unchanged sentence

2024 RSU Grant Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on August 7, 2024 (SEC File No.

10.50 Form of Warner Bros.

Discovery, Inc.

2025 RSU Grant Agreement for Non-Employee Directors (incorporated by reference to Exhibit 10.7 to the Form 10-Q filed on August 7, 2025 (SEC File No.

10.51 Warner Bros.

5 unchanged sentences

333-264461))*

10.44 Amended and Restated Employment Agreement, dated July 16, 2018, between David Zaslav and Discovery, Inc.

(incorporated by reference to Exhibit 10.2 to the Form 8-K filed on July 18, 2018 (SEC File No.

10.45 Form of David Zaslav Stock Option Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 18, 2018 (SEC File No.

10.53 Amendment No.

2 to Warner Bros.

Discovery, Inc.

2011 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 3, 2025 (SEC File No.

10.54 Amended and Restated Employment Agreement, dated as of May 16, 2021, by and between David Zaslav and Discovery, Inc.

3 unchanged sentences

Discovery, Inc., amending the Amended and Restated Employment Agreement dated as of May 16, 2021, as amended (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on May 5, 2023 (SEC File No.

10.57 Amended and Restated Employment Agreement between David Zaslav, Warner Bros.

Discovery, Inc.

and Discovery Communications, LLC dated June 12, 2025 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 16, 2025 (SEC File No.

10.58 Letter Agreement between David Zaslav and Warner Bros.

Discovery, Inc., dated November 7, 2025 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on November 13, 2025 (SEC File No.

10.59 Form of David Zaslav Stock Option Grant Agreement (incorporated by reference to Exhibit 10.5 to the Form 8-K filed on May 20, 2021 (SEC File No.

2 unchanged sentences

Annual Performance Restricted Stock Unit Grant Agreement for David Zaslav (incorporated by reference to Exhibit 10.2 to the Form 10-Q filed on May 9, 2024 (SEC File No.

EXHIBITS INDEX

10.61 Form of Warner Bros.

1 unchanged sentence

Additional Performance Restricted Stock Unit Grant Agreement for David Zaslav (incorporated by reference to Exhibit 10.3 to the Form 10-Q filed on May 9, 2024 (SEC File No.

10.52 Aircraft Time Sharing Agreement, dated as of January 4, 2014, by and between David Zaslav and Discovery Communications, LLC (incorporated by reference to Exhibit 10.48 to the Form 10-K filed on February 24, 2023 (SEC File No.

10.62 Form of David Zaslav Non-Qualified Stock Option Grant Agreement (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on June 16, 2025 (SEC File No.

001-34177)) * (1)

EXHIBITS INDEX

10.63 Form of David Zaslav Non-Qualified Stock Option Grant Agreement (incorporated by reference to Exhibit (e)(69) to Amendment No.

3 to the Schedule 14D-9 filed on January 7, 2026 (SEC File No.

10.64 Form of David Zaslav RSU Grant Agreement (incorporated by reference to Exhibit (e)(70) to Amendment No.

3 to the Schedule 14D-9 filed on January 7, 2026 (SEC File No.

10.65 Aircraft Time Sharing Agreement, dated as of January 4, 2014, by and between David Zaslav and Discovery Communications, LLC (incorporated by reference to Exhibit 10.48 to the Form 10-K filed on February 24, 2023 (SEC File No.

10.66 Amendment to the Aircraft Time Sharing Agreement, dated as of August 1, 2018, by and between David Zaslav and Discovery Communications, LLC (incorporated by reference to Exhibit 10.49 to the Form 10-K filed on February 24, 2023 (SEC File No.

001-34177) ) *

10.67 Second Amendment to the Aircraft Time Sharing Agreement, dated as of March 21, 2024, by and between David Zaslav and Discovery Communications, LLC (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on May 9, 2024 (SEC File No.

001-34177) ) *

10.55 Aircraft Time Sharing Agreement, dated as of August 1, 2022, by and between David Zaslav and Warner Media, LLC (incorporated by reference to Exhibit 10.8 to the Form 10-Q filed on November 4, 2022 (SEC File No.

10.68 Third Amendment to the Aircraft Time Sharing Agreement, dated as of December 10, 2025, by and between David Zaslav and Discovery Communications, LLC (filed herewith)

10.69 Employment Agreement, dated as of July 9, 2022, by and between Bruce Campbell and Discovery Communications, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 14, 2022 (SEC File No.

001-34177))* (1)

10.70 Letter Amendment to Employment Agreement between Bruce Campbell and Discovery Communications, LLC, dated July 27, 2025 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on July 31, 2025 (SEC File No.

10.71 Employment Agreement between Bruce Campbell and Warner Bros.

Entertainment, Inc., dated July 27, 2025 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on July 31, 2025 (SEC File No.

001-34177)) * (1)

10.72 Employment Agreement, dated as of July 11, 2022, by and between Gunnar Wiedenfels and Discovery Communications, LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 14, 2022 (SEC File No.

001-34177))* (1)

10.73 Employment Agreement between Gunnar Wiedenfels, Warner Bros.

Discovery, Inc.

and Discovery Communications, LLC, dated June 12, 2025 (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on June 16, 2025 (SEC File No.

001-34177)) * (1)

10.74 Employment Agreement, dated as of July 13, 2022, by and between Gerhard Zeiler and Turner International, Inc.

(incorporated by reference to Exhibit 10.53 to the Form 10-K filed on February 24, 2023 (SEC File No.

001-34177) ) *

EXHIBITS INDEX

10.75 Letter amendment to Employment Agreement, dated as of August 23, 2022, by and between Gerhard Zeiler and Turner International, Inc.

(incorporated by reference to Exhibit 10.54 to the Form 10-K filed on February 24, 2023 (SEC File No.

001-34177) ) *

10.76 Second Amendment to the Employment Agreement, dated May 13, 2024, by and between Gerhard Zeiler and Turner International, Inc.

(incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on August 7, 2024 (SEC File No.

10.77 Third Amendment to the Employment Agreement, dated February 8, 2025, by and between Gerhard Zeiler and Turner International, Inc.

(incorporated by reference to the Exhibit 10.2 to the Form 10-Q filed on May 8, 2025 (SEC File No.

10.78 Employment Agreement, dated as of August 2, 2022, by and between JB Perrette and Discovery Communications, LLC (incorporated by reference to Exhibit 10.9 to the Form 10-Q filed on November 4, 2022 (SEC File No.

10.79 Letter Amendment to Employment Agreement between Jean-Briac Perrette and Discovery Communications, LLC, dated July 31, 2025 (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on July 31, 2025 (SEC File No.

10.80 Employment Agreement between Jean-Briac Perrette and Warner Bros.

Entertainment, Inc., dated July 31, 2025 (incorporated by reference to Exhibit 10.4 to the Form 8-K filed on July 31, 2025 (SEC File No.

001-34177)) * (1)

10.81 Form of Warner Bros.

Spin-Off Clarification Letter Agreement (incorporated by reference to Exhibit (e)(67) to the Schedule 14D-9 filed on December 17, 2025 (SEC File No.

10.82 Form of Discovery Global Spin-Off Clarification Letter Agreement (incorporated by reference to Exhibit (e)(68) to the Schedule 14D-9 filed on December 17, 2025 (SEC File No.

10.83 Employment Agreement, dated as of January 9, 2025, by and between Priya Aiyar and Discovery Communications, LLC (incorporated by reference to Exhibit (e)(63) to the Schedule 14D-9 filed on December 17, 2025 (SEC File No.

10.84 Guarantee, dated as of February 27, 2026, by and among The Lawrence J.

Ellison Revocable Trust, u/a/d 1/22/88, as amended, Lawrence J.

Ellison and Warner Bros.

Discovery, Inc.

(incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 27, 2026 (SEC File No.

19 Warner Bros.

Discovery, Inc.

Insider Trading Policy (filed herewith)

Insider Trading Policy (incorporated by reference to Exhibit 19 to the Form 10-K filed on February 27, 2025 (SEC File No.

21 List of Subsidiaries of Warner Bros.

1 unchanged sentence

(filed herewith)

22 Table of Senior Notes, Issuer and Guarantors (incorporated by reference to Exhibit 22 to the Form 10-Q filed on August 3, 2023 (SEC File No.

22 Table of Senior Notes, Issuer and Guarantors (filed herewith)

23 Consent of Independent Registered Public Accounting Firm (filed herewith)

31.1 Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

EXHIBITS INDEX

31.2 Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as Amended, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)

14 unchanged sentences

* Indicates management contract or compensatory plan, contract or arrangement.

(1) Exhibits, schedules and annexes have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be supplementally provided to the SEC upon request.

(2) Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.

A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.

(3) Other instruments defining the rights of holders of long-term debt of the registrant and its consolidated subsidiaries may be omitted from Exhibit 4 in accordance with Item 601(b)(4)(iii)(A) of Regulation S-K.

Copies of any such agreements will be supplementally provided to the SEC upon request.

(2) Exhibits, schedules and annexes have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be supplementally provided to the SEC upon request.

(4) Certain provisions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K and will be supplementally provided to the SEC upon request.

†Attached as Exhibit 101 to this Annual Report on Form 10-K are the following formatted in Inline XBRL (Extensible Business Reporting Language):

(i) Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023, (ii) Consolidated Statements of Operations for the Years Ended December 31, 2024, 2023, and 2022, (iii) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023, and 2022, (iv) Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022, (v) Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023, and 2022, and (vi) Notes to Consolidated Financial Statements.

(i) Consolidated Balance Sheets as of December 31, 2025 and December 31, 2024, (ii) Consolidated Statements of Operations for the Years Ended December 31, 2025, 2024, and 2023, (iii) Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2025, 2024, and 2023, (iv) Consolidated Statements of Cash Flows for

the Years Ended December 31, 2025, 2024, and 2023, (v) Consolidated Statements of Equity for the Years Ended December 31, 2025, 2024, and 2023, and (vi) Notes to Consolidated Financial Statements.

Form 10-K Summary

24 unchanged sentences

Levin Director February 27, 2026

Levy Director February 27, 2026

/s/ Kenneth W.

Lowe Director February 27, 2026

Malone Director February 27, 2025

Merchant Director February 27, 2026

7 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 9A. Controls and Procedures