OTHER INFORMATION
−Removed: Not applicable.
+Added: CFO Succession
+Added: As previously disclosed, on April 14, 2025, the Company announced that Bryan Castellani will step down as Executive Vice President and CFO, effective May 5, 2025.
+Added: On May 5, 2025, the Company entered into a Separation Agreement (the “Separation Agreement”) with Mr.
+Added: Castellani pursuant to which Mr.
+Added: Castellani will provide transition and advisory services to the Company through September 30, 2025 (the “End Date”) in order to facilitate an orderly transition.
+Added: Castellani will continue to receive his annual cash base salary through the End Date.
+Added: The Separation Agreement contains a release of claims in favor of the Company.
+Added: Following the End Date, Mr.
+Added: Castellani will receive a gross severance payment of $1,650,000 payable in substantially equal installments over a period of 52 weeks and a one-time cash payment of $40,000.
+Added: Castellani will also receive his annual target bonus for fiscal year 2025 with the actual amount of the bonus to be determined by the Compensation Committee of the Board (the "Compensation Committee") based on Company performance measures established and determined by the Compensation Committee, which bonus will be payable at such time as annual bonus payments are made to other senior executives of the Company in respect of
+Added: fiscal 2025, and an award of Restricted Stock Units ("RSUs") granted on or before the End Date with an aggregate pre-tax grant date value of $1,000,000 determined based on the average closing share price of the Company's Class A Common Stock for the six months preceding the grant date and with a vesting period of four years from the date on which the Company makes regularly scheduled annual RSU grants to all other employees in January 2026, subject to Mr.
+Added: Castellani's continued compliance with the non-competition and non-solicitation covenants set forth in the award agreement.
+Added: Castellani’s previously granted, unvested RSUs will remain outstanding and will become vested on their originally scheduled vesting date, including vesting of a pro rata portion of the awards on the End Date, subject to Mr.
+Added: Castellani's continued compliance with the non-competition and non-solicitation covenants set forth in the award agreements.
+Added: The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, a copy of which will be filed with the Company's Quarterly Report on Form 10-Q for the period ending June 30, 2025.
The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose.
1 unchanged sentence
Number Exhibit Description
−Removed: Letter Agreement, dated as of January 2, 2025, between Warner Music Group Corp.
−Removed: and Robert Kyncl (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 3, 2025)
+Added: Employee Form of Restricted Stock Unit Award Agreement under Warner Music Group Corp.
+Added: 2020 Omnibus Incentive Plan
+Added: Dire ctor Form of Restricted Stock Unit Award Agreement under Warner Music Group Corp.
+Added: 2020 Omnibus Incentive Plan
+Added: Director Form of Deferred Stock Unit Award Agreement under Warner Music Group Corp.
+Added: 2020 Omnibus Incentive Plan
31.1* Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended
17 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
−Removed: February 6, 2025
WARNER MUSIC GROUP CORP.
2 unchanged sentences
(Principal Executive Officer)
−Removed: /s/ B RYAN C ASTELLANI
−Removed: Bryan Castellani
+Added: /s/ ARMIN ZERZA
Chief Financial Officer
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.