Warner Music Group Corp. 10-Q

ITEM 5. OTHER INFORMATION CFO Succession 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. On May 5, 2025, the Company entered into a Separation Agreement (the “Separation Agreement”) with Mr. Castellani pursuant to which Mr. Castellani will provide transition and advisory services to the Company through September 30, 2025 (the “End Date”) in order to facilitate an orderly transition. Mr. Castellani will continue to receive his annual cash base salary through the End Date. The Separation Agreement contains a release of claims in favor of the Company. Following the End Date, Mr. 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. Mr. 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 52 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. Castellani's continued compliance with the non-competition and non-solicitation covenants set forth in the award agreement. Mr. 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. Castellani's continued compliance with the non-competition and non-solicitation covenants set forth in the award agreements. 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. 53 ITEM 6. EXHIBITS 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. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time. Exhibit Number Exhibit Description 10.1*† Employee Form of Restricted Stock Unit Award Agreement under Warner Music Group Corp. 2020 Omnibus Incentive Plan 10.2*† Dire ctor Form of Restricted Stock Unit Award Agreement under Warner Music Group Corp. 2020 Omnibus Incentive Plan 10.3*† Director Form of Deferred Stock Unit Award Agreement under Warner Music Group Corp. 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 31.2* Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act, as amended 32.1** Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ______________________________________ * Filed herewith. ** Pursuant to SEC Release No. 33-8212, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act, as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act, as amended, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, except to the extent that the registrant specifically incorporates it by reference. † Identifies each management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to participate. 54 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. May 8, 2025 WARNER MUSIC GROUP CORP. By: /s/ R OBERT K YNCL Name: Title: Robert Kyncl Chief Executive Officer (Principal Executive Officer) By: /s/ ARMIN ZERZA Name: Title: Armin Zerza Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) 55