OTHER INFORMATION
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: All other terms of Mr.
−Removed: Zerza’s employment remain unchanged from their previously disclosed terms.
−Removed: Prior to the Employment Agreement Amendment, Mr.
−Removed: Zerza, age 56, was the Executive Vice President and Chief Financial Officer of the Company since May 2025.
−Removed: Prior to joining the Company, beginning in 2015, Mr.
−Removed: Zerza served as CFO and then COO of Blizzard Entertainment and as Chief Commercial Officer and then CFO of Activision Blizzard.
−Removed: Beginning in 2004, Mr.
−Removed: Zerza served successively as Director, Mergers & Acquisitions, CFO, Europe Baby Care and CFO, Latin America for Procter & Gamble.
−Removed: Zerza holds a master’s degree in economics and commerce from the Vienna University of Economics and Business.
−Removed: There are no family relationships between Mr.
−Removed: Zerza and any director or executive officer of the Company, and no arrangements or understandings between Mr.
−Removed: Zerza and any other person pursuant to which he was selected as Chief Operating Officer and Chief Financial Officer.
−Removed: 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.
−Removed: 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.
+Added: On July 31, 2026, Armin Zerza stepped down for personal reasons as Chief Operating Officer and Chief Financial Officer of the Company.
+Added: Pursuant to the terms of a separation agreement between the Company and Mr.
+Added: Zerza dated July 31, 2026, Mr.
+Added: Zerza’s departure will be treated as if it were a termination without cause under his employment agreement.
+Added: Zerza will receive:
+Added: (i) a bonus of $3.6 million, which includes 100% of his target bonus payable as if it were a termination without cause, as well as the other payments and benefits payable to him under his employment agreement and equity incentive award agreements as if it were a termination by the Company without cause and (ii) continued payment of his base salary and company-provided benefits through September 30, 2026.
+Added: The foregoing description 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 as an exhibit to the Company’s Form 10-K for the year ended September 30, 2026.
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: First Amendment to Master Operations and Economics Agreement , dated February 4, 2026 among WMGCo, BainCo and certain affiliates of the foregoing parties.
−Removed: 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.
+Added: 10.1* Letter Agreement, dated as of May 6, 2026, between Warner Music Inc.
+Added: and Arm in Zerza
+Added: 10.2*† Third Amendment to Credit and Security Agreement among Beethoven Financing 1, LLC, Beethoven Holdings 1, LLC, Fifth Third Bank National Association, Barclays Bank PLC, MUFG Bank, LTD, 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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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.
−Removed: *** Incorporated by reference to Warner Music Group Corp.’s Current Report on Form 8-K filed with the U.S.
−Removed: Securities and Exchange Commission on March 11, 2026 (File No.
+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 5, 2026
WARNER MUSIC GROUP CORP.
2 unchanged sentences
(Principal Executive Officer)
−Removed: /s/ ARMIN ZERZA
−Removed: Chief Financial Officer
+Added: /s/ LOUIS DICKLER
+Added: Louis Dickler
+Added: Acting Chief Financial Officer
(Principal Financial Officer)
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.