OTHER INFORMATION
−Removed: CFO Succession
−Removed: 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.
−Removed: On May 5, 2025, the Company entered into a Separation Agreement (the “Separation Agreement”) with Mr.
−Removed: Castellani pursuant to which Mr.
−Removed: Castellani will provide transition and advisory services to the Company through September 30, 2025 (the “End Date”) in order to facilitate an orderly transition.
−Removed: Castellani will continue to receive his annual cash base salary through the End Date.
−Removed: The Separation Agreement contains a release of claims in favor of the Company.
−Removed: Following the End Date, Mr.
−Removed: 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.
−Removed: 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
−Removed: 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.
−Removed: Castellani's continued compliance with the non-competition and non-solicitation covenants set forth in the award agreement.
−Removed: 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.
−Removed: Castellani's continued compliance with the non-competition and non-solicitation covenants set forth in the award agreements.
−Removed: 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.
+Added: On August 5, 2025 (the “Closing Date”), Warner Music Inc.
+Added: (“WMG”), a wholly owned subsidiary of the Company, entered into a Unit Purchase Agreement (the “Agreement”) by and among WMG, TenThousand Projects Holdings LLC (“10K Projects”), TenThousand Projects, LLC (“Seller”) and certain other parties thereto, pursuant to which WMG acquired from Seller, all of the common units of 10K Projects not already directly or indirectly owned by WMG (the “10K Units”), representing 49% of the issued and outstanding equity interests of 10K Projects.
+Added: The aggregate contractually agreed consideration for the 10K Units is $165 million, subject to contractual adjustments, payable by WMG in two installments.
+Added: The first installment will be satisfied by a cash payment of $40 million (of which $30 million was paid on the Closing Date and $10 million will be paid on or about December 1, 2025) and issuance on the Closing Date of 1,416,666 shares of Class A Common Stock, the number of which was determined by dividing $42.5 million by $30 per share.
+Added: The second installment is payable on the first anniversary of the Closing Date and will be satisfied, at the sole discretion of WMG, either by the issuance of 2,750,000 shares of Class A Common Stock, the number of which was determined by dividing $82.5 million by $30 per share, or in cash for an amount determined by multiplying 2,750,000 shares by the share price on the trading day immediately preceding issuance.
+Added: The Class A Common Stock issued pursuant to the Agreement will be governed by lock-up periods, subject to certain exceptions, which will begin on the date of issuance and end (i) in respect of 1,416,666 shares of the Class A Common Stock issued on the Closing Date, on March 1, 2026 and (ii) in respect of the 2,750,000 shares of Class A Common Stock issued at the first anniversary of the Closing Date, on the date that is the second anniversary of the Closing Date.
+Added: The Class A Common Stock issued pursuant to the Agreement will be sold in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act, in a transaction not involving a public offering.
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.
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Number Exhibit Description
−Removed: Employee Form of Restricted Stock Unit Award Agreement under Warner Music Group Corp.
−Removed: 2020 Omnibus Incentive Plan
−Removed: Dire ctor Form of Restricted Stock Unit Award Agreement under Warner Music Group Corp.
−Removed: 2020 Omnibus Incentive Plan
−Removed: Director Form of Deferred Stock Unit Award Agreement under Warner Music Group Corp.
−Removed: 2020 Omnibus Incentive Plan
+Added: Mutual Separation Agreement and Release, dated May 5 , 202 5 , between Warner Music Inc.
+Added: and Bryan Castellani
+Added: Employment Agreement, dated A pril 10 , 202 5 , between Warner Music Inc .
+Added: and Armin Zerza
+Added: Master Operation s and Economics Agreement by and amo ng BCSS W JV Investments (B), L.P., WMG BC Holdco LLC, Beethoven JV 1, LLC, Beethoven Holdings 1, LLC, Beethoven Financi ng 1, LLC and WMG Acquisition Corp.
+Added: A mende d and Restated Limited Liability Company Agreement of Beethoven JV 1, LLC
+Added: C redit and Security Agreement among Beethov en Financing 1, LLC, Beethoven Holdings 1, LLC, Fifth Third Bank National Association , Goldman Sachs Bank USA and The Bank of New York Mellon
+Added: First Amendment to Credit and Security Agreement among Beethoven Financing 1, LLC, Beethoven Holdings 1, LLC, Fifth Third Bank National Association, Goldman Sachs Bank USA and The Bank of New York Mellon
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
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† Identifies each management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to participate.
+Added: †† Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10(iv) of Regulation S-K.
+Added: The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.
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.
+Added: August 7, 2025
WARNER MUSIC GROUP CORP.
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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.