What changed in this filing

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Item 9A. Controls and Procedures

2025-11-20 compared with 2024-11-21 · 42 added, 46 removed, 224 unchanged (28% of the section changed)

17 unchanged sentences

The deployment of our new technology platform is currently being implemented using a wave-based approach.

We have launched certain components onto our new technology platform in select territories and will continue to deploy the technology platform to additional territories over time.

As the wave-based implementation of our new technology platform continues, we will change our processes and procedures which, in turn, could result in changes to our internal control over financial reporting.

As such changes occur, we will evaluate whether such changes materially affect our internal control over financial reporting.

As of September 2025, the Company has completed the launch of the core financials components of our new technology platform for the Music Publishing segment as well as various Recorded Music territories.

The Company will continue to roll out this component and additional components of the Enterprise Resource Planning (“ERP”) system in phases across our organization.

In connection with this ERP implementation, the Company has updated our internal controls over financial reporting, as necessary, to allow for modifications to our business processes and accounting procedures.

As the wave-based implementation of our new technology platform continues, the Company will continue to change its processes and procedures which, in turn, could result in further changes to our internal controls over financial reporting.

As such changes occur, the Company will evaluate whether such changes materially affect our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

reported within the time periods specified in SEC rules and forms, including that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Based on management’s evaluation (with the participation of the Company’s principal executive officer and principal financial officer), as of the end of the period covered by this report, the Company’s principal executive officer and principal financial officer have concluded that the Company’s Disclosure Controls are effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act will be recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, including that such information is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the fourth fiscal quarter of the fiscal year ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Except as described above, there have been no changes in our internal control over financial reporting that occurred during the fourth fiscal quarter of the fiscal year ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Management’s Report on Internal Control Over Financial Reporting

84 unchanged sentences

10.17(2) Second Amendment to Credit Agreement, dated as of April 3, 2020, among WMG Acquisition Corp., the several banks and other financial institutions party thereto and Credit Suisse AG, as administrative agent, relating to the revolving credit facility.

10.18†(2) Letter Agreement, dated as of September 30, 2014, between Warner Music Inc.

and Eric Levin

10.19†(2) Letter Agreement, dated as of October 6, 2015, between Warner Music Inc.

and Eric Levin

10.20†(2) Letter Agreement, dated as of December 2, 2016, between Warner Music Inc.

and Eric Levin

Letter Agreement, dated May 2, 2018, between Warner Music Inc.

and Eric Levin

Letter Agreement, dated as of January 8, 2019, between Warner Chappell Music, Inc.

7 unchanged sentences

and Carianne Marshall.

Letter Agreement, dated as of October 21, 2020, between Warner Music Inc.

and Eric Levin.

10.23†(16) Letter Agreement, dated as of September 20, 2022, between Warner Music Group Corp and Robert Kyncl.

3 unchanged sentences

10.27†(9) Additional Terms and Conditions of Restricted Stock Units in the United Kingdom.

Service Agreement, dated as of March 20, 2017, between Max Lousada and Warner Music International Services Limited

10.28†(2) Warner Music Group Corp.

Deferred Compensation Plan

Second Amended and Restated Warner Music Group Corp.

Senior Management Free Cash Flow Plan

Amendment to Warner Music Group Corp.

Senior Management Free Cash Flow Plan

Amendment to Warner Music Group Corp.

Senior Management Free Cash Flow Plan, dated as of September 27, 2021.

Form of Election for Warner Music Group Corp.

Senior Management Free Cash Flow Plan

Form of Award Agreement under Warner Music Group Corp.

Senior Management Free Cash Flow Plan

Form of Award Agreement for 2014 Additional Unit Allocation under Warner Music Group Corp.

Senior Management Free Cash Flow Plan.

Second Amended and Restated Limited Liability Company Agreement of WMG Management Holdings, LLC, dated as of March 10, 2017

10.29(2) Lease, dated as of October 1, 2013, between Paramount Group, Inc., as agent for PGREF I 1633 Broadway Tower, L.P., and WMG Acquisition Corp.

12 unchanged sentences

2020 Omnibus Incentive Plan

Exhibit Description

Service Agreement, dated January 12, 2023, between Max Lousada and Warner Music International Services Limited

Mutual Separation Agreement and Release, dated May 4, 2023, between Warner Music Inc.

and Eric Levin

10.39†(17) Employment Agreement, dated September 1, 2023, between Warner Music Inc.

10 unchanged sentences

10.47(22) Revolving Credit Agreement Amendment, dated as of September 20, 2024, among WMG Acquisition Corp., the several banks and other financial institutions party thereto and JPMorgan Chase Bank, N.A., as administrative agent

Settlement Agreement, dated August 23 , 202 4 , between Warner Music International Services Limited and Max Lousada

Early Redem ption Agreement, dated August 23, 202 4 , between Warner Music Group and Max Lousada

I nsider Trading Policy

10.48(23) L etter Agreement, dated as of January 2, 2025, between Warner Music Group Corp.

and Ro bert Kyncl

Exhibit Description

10.49†(24) E mployee F orm of Restr icted Stock Unit A ward Agr eement unde r Warner Music Group Corp .

2020 Omnibus Incentive Plan

10.50†(24) D irector Form of Restricted Stock Unit A ward Agreement under Warner Music Group Co rp.

2020 Om nibus Incentive Plan

10.51†(24) D irector F orm of Defer red Stock Unit Award Agreement under Warner Music Group Corp.

202 0 Om nibus Incentive Plan

10.52†(25) M utual Separation Agreement and Re lease, dated May 5, 2025, between Warner Music Inc.

and Bryan Ca stell a ni

10.53†(25) E mployment Agreement, dated April 10, 2025, between Warner Music Inc.

and Armin Zerza

M aster Operations and E conomics Agreement by and among BCSS W JV Investments (B), L.P., WMG BC Holdco LLC, Beethoven JV 1, LLC, Beethoven Holdings 1, LLC, Beethoven Financing 1, LLC and WMG Acquisition Corp.

10.55††(25) Amended and Restated Limited Liabilit y Company Agreement of Beethoven JV 1, LLC

10.56††(25) C redit and Security Agreement among Beethoven Financing 1, LLC, Beethoven Holdings 1, LLC, Fifth Third Bank National Associat ion, Goldman Sachs Bank USA and The Bank of New York Mellon

10.57††(25) 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

Insider Trading Policy

21.1* List of Subsidiaries of Warner Music Group Corp.

7 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

D odd-F rank Cl awback Policy

Dodd-Frank Clawback Policy

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.

10 unchanged sentences

† Identifies each management contract or compensatory plan or arrangement in which directors and/or executive officers are eligible to participate.

†† Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10(iv)) of Regulation S-K.

The registrant agrees to furnish supplementally an unredacted copy of the exhibit to the Securities and Exchange Commission upon its request.

(1) Incorporated by reference to Warner Music Group Corp.’s Quarterly Report on Form 10-Q for the period ended June 30, 2020 (File No.

2 unchanged sentences

(4) Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed August 12, 2020.

(5) Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed October 23, 2020.

(5) Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed November 2, 2020.

5 unchanged sentences

(11) Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed March 23, 2023.

(13) Incorporated by reference to Warner Music Group Corp.’s Quarterly Report on Form 10-Q for the period ended March 31, 2023 (File No.

(12) Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed May 10, 2023.

8 unchanged sentences

(21) Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed September 17, 2024.

(22) Incorporated by reference to Warner Music Group Corp.’s Annual Report on Form 10-K for the period ended September 30, 2024 (File No.

(23) Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8- K filed January 3, 2025.

(24) Incorporated by reference to Warner Music Group Corp.’s Quarterly Report on Form 10-Q for the period ended March 31, 2025.

(25) Incorporated by reference to Warner Music Group Corp.’s Quarterly Report on Form 10-Q for the period ended June 30, 2025.

FORM 10-K SUMMARY

4 unchanged sentences

(Principal Executive Officer)

/s/ B RYAN C ASTELLANI

Bryan Castellani

/s/ ARMIN ZERZA

Chief Financial Officer

(Principal Financial Officer and

(Principal Financial Officer)

/s/ LOUIS DICKLER

Louis Dickler

Chief Accounting Officer

(Principal Accounting Officer)

7 unchanged sentences

CEO and President and Director (Principal Executive Officer)

/s/ B RYAN C ASTELLANI

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Bryan Castellani

/s/ ARMIN ZERZA

Chief Financial Officer (Principal Financial Officer)

/s/ LOUIS DICKLER

Chief Accounting Officer (Principal Accounting Officer)

Louis Dickler

/s/ M ICHAEL L YNTON

17 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