Warner Music Group Corp. 10-Q

ITEM 5. OTHER INFORMATION On May 5, 2026, Beethoven Financing 1, LLC (the “Initial Borrower”), a Delaware limited liability company and an indirect subsidiary of the Company entered into an amendment (the “Credit Agreement Amendment”) to the Credit and Security Agreement dated as of June 29, 2025 (as amended from time to time, the “Beethoven Credit Agreement”) among the Initial Borrower, as borrower, the additional borrowers from time to time party thereto (together with the Initial Borrower, the “Borrowers”), Beethoven Holdings 1, LLC, a Delaware limited liability company, as guarantor, the additional guarantors from time to time party thereto, each of the commercial paper conduits from time to time party thereto (the “Conduit Lenders”), each of the financial institutions from time to time party thereto as committed lenders (the “Committed Lenders” and, together with the Conduit Lenders, the “Lenders”), the conduit managing agents from time to time party thereto, The Bank of New York Mellon, as administrative agent for the Lenders, The Bank of New York Mellon, as collateral agent for the Secured Parties (as defined in the Beethoven Credit Agreement) and The Bank of New York Mellon, as calculation agent. Pursuant to the Credit Agreement Amendment, the Lenders have agreed to increase the aggregate commitments under the Beethoven Credit Agreement from $500 million to $750 million. The Credit Agreement Amendment also provides that, subject to the consent of the Lenders, the Borrowers may further increase the size of the facility up to an aggregate commitment of $950 million. The foregoing description of the Credit Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Credit Agreement Amendment, a copy of which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. On May 6, 2026, the Company entered into an amendment to the employment agreement (the “Employment Agreement Amendment”) with Armin Zerza, pursuant to which he will be appointed Chief Operating Officer and Chief Financial Officer of the Company, effective May 8, 2026. All other terms of Mr. Zerza’s employment remain unchanged from their previously disclosed terms. Prior to the Employment Agreement Amendment, Mr. Zerza, age 56, was the Executive Vice President and Chief Financial Officer of the Company since May 2025. Prior to joining the Company, beginning in 2015, Mr. Zerza served as CFO and then COO of Blizzard Entertainment and as Chief Commercial Officer and then CFO of Activision Blizzard. Beginning in 2004, Mr. Zerza served successively as Director, Mergers & Acquisitions, CFO, Europe Baby Care and CFO, Latin America for Procter & Gamble. Mr. Zerza holds a master’s degree in economics and commerce from the Vienna University of Economics and Business. There are no family relationships between Mr. Zerza and any director or executive officer of the Company, and no arrangements or understandings between Mr. Zerza and any other person pursuant to which he was selected as Chief Operating Officer and Chief Financial Officer. Mr. Zerza is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K. The foregoing description of the Employment Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the complete text of the Employment Agreement Amendment, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the period ending June 30, 2026. 61 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* First Amendment to Master Operations and Economics Agreement , dated February 4, 2026 among WMGCo, BainCo and certain affiliates of the foregoing parties. 10.2*** Credit Agreement, dated as of March 11, 2026, among WMG Acquisition Corp., as borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. 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. *** Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on March 11, 2026 (File No. 001-32502). 62 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 7, 2026 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) 63