Warner Bros. Discovery, Inc 8-K, filed Oct 6, 2026
Warner Bros. Discovery, Inc. (WBD)
About this 8-K
Warner Bros. Discovery, Inc filed this 8-K on October 6, 2026, reporting on events of September 30, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 1.02: Ended a material agreement
- Item 2.01: Completed an acquisition or sale of assets
- Item 2.03: New debt or off-balance-sheet obligation
- Item 3.01: Delisting notice or listing transfer
- Item 3.03: Change to shareholders' rights
- Item 5.01: Change in control
- Item 5.02: Director or officer change, or executive pay
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 6, 2026 (
(Exact name of registrant as specified in its charter)
Commission File Number:
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Introductory Note
On October 6, 2026 (the “Closing Date”), Skydance Corporation (f/k/a Paramount Skydance Corporation), a Delaware corporation (“SKYD”), completed the previously announced acquisition of Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of February 27, 2026 (the “Merger Agreement”), by and among WBD, SKYD and Prince Sub Inc., a Delaware corporation and wholly owned subsidiary of SKYD (“Merger Sub”).
Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into WBD, with WBD surviving as a wholly owned subsidiary of SKYD (the “Merger”).
| Item 1.01 | Entry into a Material Definitive Agreement |
On October 6, 2026, Deutsche Bank Trust Company Americas, as trustee, and certain subsidiaries of SKYD, including certain subsidiaries of WBD (the “Guarantors”), entered into a fourth supplemental indenture to the indenture dated October 5, 2026 (the “Base Indenture”), pursuant to which the Guarantors became guarantors under each series of notes issued pursuant to such Base Indenture. On October 6, 2026, the Guarantors also agreed to guarantee the obligations under that certain Credit Agreement, dated as of April 7, 2026, as amended on October 6, 2026, among SKYD, the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent.
| Item 1.02 | Termination of a Material Definitive Agreement |
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.
On the Closing Date, in connection with the consummation of the Merger, WBD repaid all loans and terminated all credit commitments outstanding under (i) that certain First Lien Credit Agreement, dated as of June 4, 2026 (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time prior to the Closing Date), among WBD, as holdco, Discovery Global Holdings, Inc., a Delaware corporation, as parent borrower, the Designated Subsidiary Borrowers (as defined therein) from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as U.S. administrative agent and collateral agent, and J.P. Morgan SE, as non-U.S. administrative agent, and (ii) that certain Credit Agreement, dated as of October 4, 2024 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of June 26, 2025, and as further amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time prior to the Closing Date), among Discovery Communications, LLC, a Delaware limited liability company, WBD, as facility guarantor, the Designated Borrowers (as defined therein) from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as collateral agent.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Pursuant to the Merger Agreement, each share of WBD’s Series A common stock, par value $0.01 per share (“WBD Common Stock”), issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than shares of WBD Common Stock canceled for no consideration in accordance with the Merger Agreement or as to which appraisal rights were properly exercised in accordance with the Merger Agreement) was automatically canceled and converted into the right to receive an amount in cash equal to $31.01666668, without interest, which includes the Ticking Consideration (together, the “Merger Consideration”). The “Ticking Consideration” is equal to $0.00277778 multiplied by the number of calendar days elapsed after September 30, 2026 to and including the Closing Date. The aggregate Ticking Consideration payable with respect to shares of WBD Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of WBD Common Stock canceled for no consideration in accordance with the Merger Agreement or as to which appraisal rights were properly exercised in accordance with the Merger Agreement) was an amount in cash equal to $41,886,975.78. Also at the Effective Time:
| • | each outstanding option to purchase shares of WBD Common Stock (a “WBD Option”) granted under any WBD stock plan that was (x) by its terms vested as of the Effective Time or (y) held by a former employee or service provider of WBD (each, a “vested WBD Option”) was canceled and converted into the right to receive an amount in cash, without interest, equal to the product obtained by multiplying (i) the excess, if any, of the Merger Consideration over the per-share exercise price for such vested WBD Option by (ii) the total number of shares of WBD Common Stock subject to such vested WBD Option immediately prior to the Effective Time; |
| • | each WBD Option that was outstanding and unexercised immediately prior to the Effective Time and that was not a vested WBD Option (an “unvested WBD Option”) with an exercise price per share of WBD Common Stock that was less than the Merger Consideration was assumed by SKYD and automatically converted into the contingent right to receive an amount in cash, without interest, equal to the product obtained by multiplying (i) the excess of the Merger Consideration over the per-share exercise price for such unvested WBD Option, by (ii) the total number of shares of WBD Common Stock subject to such unvested WBD Option immediately prior to the Effective Time; |
| • | each WBD Option with an exercise price per share of WBD Common Stock that was equal to or greater than the Merger Consideration was canceled without any cash payment or other consideration being made in respect thereof; |
| • | each award of restricted stock units (a “WBD RSU”) and each award of performance restricted stock units (a “WBD PRSU”), in each case, corresponding to shares of WBD Common Stock granted pursuant to any WBD stock plan, that was vested in accordance with its terms as of the Effective Time or that was held by a non-employee member of the board of directors of WBD (each, a “vested WBD Stock Unit”), was canceled and converted into the right to receive the Merger Consideration with respect to each share of WBD Common Stock underlying such vested WBD Stock Unit, with the number of shares of WBD Common Stock subject to each vested WBD PRSU determined based on the attainment of the applicable performance measures at the actual level of performance, as determined by the board of directors of WBD or a committee thereof in the ordinary course of business and consistent with past practice; |
| • | each WBD RSU and each WBD PRSU that was outstanding immediately prior to the Effective Time and that was not a vested WBD Stock Unit (each, an “unvested WBD Stock Unit”) was assumed by SKYD and automatically converted into the contingent right to receive the Merger Consideration with respect to each share of WBD Common Stock underlying such unvested WBD Stock Unit, with the total number of shares of WBD Common Stock that were subject to each unvested WBD PRSU determined by assuming (i) in respect of such unvested WBD PRSUs for which the applicable performance period has been completed prior to the Effective Time, actual performance, and (ii) in respect of such unvested WBD PRSUs for which the applicable performance period has not been completed prior to the Effective Time, attainment of the applicable performance measures at the greater of (x) target performance and (y) actual performance extrapolated through the end of the applicable performance period based on actual performance through the Closing Date, as determined by the board of directors of WBD or a committee thereof in good faith and consistent with past practice; |
| • | each deferred stock unit of WBD (a “WBD DSU”) that was outstanding immediately prior to the Effective Time was assumed by SKYD and automatically converted into a right to receive an amount in cash, without interest, equal to the product obtained by multiplying (A) the Merger Consideration by (B) the number of shares of WBD Common Stock subject to such WBD DSU immediately prior to the Effective Time (the “WBD DSU Consideration”), with such WBD DSU Consideration remaining subject to the same terms and conditions that applied to the corresponding WBD DSU immediately prior to the Effective Time (including with respect to timing and form of payment); and |
| • | each notional investment unit with respect to shares of WBD Common Stock (a “WBD Notional Unit”) subject to WBD’s Non-Employee Directors Deferral Plan and WBD’s Supplemental Retirement Plan (each, a “WBD DC plan”) that was outstanding immediately prior to the Effective Time was assumed by SKYD and automatically converted into a notional unit with respect to a number of shares of SKYD’s Class B common stock, par value $0.001 per share (the “Class B Common Stock”) (each, a “SKYD Notional Unit”) equal to the product obtained by multiplying (A) the Equity Award Exchange Ratio (as defined below) by (B) the number of shares of WBD Common Stock subject to such WBD Notional Unit immediately prior to the Effective Time, with each such SKYD Notional Unit remaining subject to the same terms and conditions that applied to the corresponding WBD Notional Unit immediately prior to the Effective Time (including with respect to timing and form of payment), as set forth in the applicable WBD DC plan. The “Equity Award Exchange Ratio” means the quotient obtained by dividing (i) the Merger Consideration by (ii) the per share volume-weighted average trading price of Class B Common Stock for the 15 consecutive trading days ending on (and including) the trading day that is three trading days prior to the Closing Date. |
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the previously filed Current Report on Form 8-K filed by WBD on February 27, 2026 with the U.S. Securities and Exchange Commission (the “SEC”) and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.
On the Closing Date, WBD notified the Nasdaq Global Select Market (“Nasdaq”) of the consummation of the Merger and that each share of WBD Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of WBD Common Stock canceled for no consideration in accordance with the Merger Agreement or as to which appraisal rights were properly exercised in accordance with the Merger Agreement) had been converted into the right to receive the Merger Consideration. WBD requested that Nasdaq (i) halt trading of WBD Common Stock on Nasdaq prior to the opening of trading on the Closing Date, (ii) withdraw WBD Common Stock from listing on Nasdaq and (iii) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 (the “Form 25”) to effect the delisting of the WBD Common Stock from Nasdaq and the deregistration of WBD Common Stock under Section 12(b) of the Exchange Act. As a result, WBD Common Stock, which previously traded under the symbol “WBD,” will no longer be listed on Nasdaq.
In addition, in connection with the Merger, WBD previously notified Nasdaq that it intends to voluntarily delist from the Nasdaq Global Market the 4.302% Senior Notes due 2030 and 4.693% Senior Notes due 2033 (collectively, the “Euro Notes”) issued by Discovery Global Holdings, Inc., a Delaware corporation and wholly owned subsidiary of WBD, and that it expects to file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 on or around the Closing Date. As a result, the Euro Notes will no longer be listed on the Nasdaq Global Market.
After the Form 25s become effective with respect to the delisting of the WBD Common Stock and the Euro Notes, WBD intends to file a certification on Form 15 with the SEC to terminate the registration of WBD Common Stock and the Euro Notes under the Exchange Act and to suspend WBD’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.
| Item 3.03 | Material Modification to Rights of Security Holders. |
The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
As a result of the consummation of the Merger, at the Effective Time, holders of WBD Common Stock (other than shares of WBD Common Stock canceled for no consideration in accordance with the Merger Agreement or as to which appraisal rights were properly exercised in accordance with the Merger Agreement) immediately prior to such time ceased to have any rights as stockholders of WBD, other than their right to receive the Merger Consideration pursuant to the terms of the Merger Agreement.
| Item 5.01 | Changes in Control of Registrant. |
The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
As a result of the consummation of the Merger, at the Effective Time, a change in control of WBD occurred and WBD became a wholly owned subsidiary of SKYD. The aggregate Merger Consideration payable by SKYD in connection with the Merger is approximately $78 billion, funded by a combination of equity financing and debt financing.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information set forth in the Introductory Note, Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.
Directors
In accordance with the terms of the Merger Agreement, as a result of the Merger, each of Samuel A. Di Piazza, Jr., David M. Zaslav, Richard W. Fisher, Paul A. Gould, Debra L. Lee, Joseph M. Levin, Anton J. Levy, Kenneth W. Lowe, Fazal Merchant, Anthony J. Noto, Paula A. Price, Daniel E. Sanchez and Geoffrey Y. Yang ceased to be a director of WBD as of the Effective Time.
In accordance with the terms of the Merger Agreement, as of the Effective Time, each of the directors of Merger Sub became a director of WBD, and, in each case, shall hold office from the Effective Time until his or her respective successor is duly elected or appointed and qualified, or until his or her earlier death, resignation, incapacity or removal.
Officers
In accordance with the terms of the Merger Agreement, as a result of the Merger, each of David M. Zaslav, Gunnar Wiedenfels, Priya Aiyar, Bruce L. Campbell, Jean-Briac Perrette and Lori Locke ceased to be an officer of WBD as of the Effective Time.
In accordance with the terms of the Merger Agreement, as of the Effective Time, each of the officers of Merger Sub became an officer of WBD, and, in each case, shall hold office from the Effective Time until his or her respective successor is duly elected or appointed and qualified, or until his or her earlier death, resignation, incapacity or removal.
In addition, each of Messrs. Zaslav, Wiedenfels and Campbell and Ms. Aiyar will be separating from employment with WBD, in the case of Mr. Zaslav, as of October 6, 2026, and in the case of Messrs. Wiedenfels and Campbell and Ms. Aiyar, as of October 16, 2026. Each officer has entered or will enter into a separation agreement and general release of claims with WBD pursuant to which he or she is eligible to receive separation benefits applicable upon a termination without cause consistent with his or her previously disclosed employment and other applicable agreements.
Transaction Bonuses
On December 3, 2025, the Compensation Committee of the board of directors of WBD (the “Committee”) authorized WBD to establish a cash-based transaction bonus program in an aggregate amount not to exceed $38.7 million to recognize and incentivize the contributions of selected key employees (other than WBD’s Chief Executive Officer) to the success of the Merger. On September 30, 2026, the Committee approved the grant of cash transaction bonuses under such program to certain of WBD’s named executive officers in the following amounts: Mr. Wiedenfels, $2,142,401; Mr. Campbell, $2,946,000; and Mr. Perrette, $2,850,000. All transaction bonus awards granted to WBD’s named executive officers became vested as of the Effective Time and will be paid no later than 60 days following the Closing Date.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation of WBD was amended and restated in its entirety to read as set forth in the form attached as Exhibit A to the Merger Agreement, and the bylaws of WBD were amended and restated in their entirety to be the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to WBD’s name. Copies of the Fourth Restated Certificate of Incorporation of WBD and Third Amended and Restated Bylaws of WBD are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.
| Item 8.01 | Other Events. |
The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.
Ratification of Grants and Issuances
Following a review, WBD determined that grants of 396,804 WBD RSUs, and issuances of 120,000 shares of WBD Common Stock upon the vesting and settlement of certain of those WBD RSUs under WBD’s 2005 Non-Employee Director Incentive Plan (as amended from time to time, the “Plan”), were inadvertently undertaken after the expiration date of the Plan. On October 2, 2026, the board of directors of WBD adopted resolutions ratifying any potential “defective corporate acts” under the Plan as a result of the failure of such grants and issuances to have been authorized and effected in accordance with the Plan prior to its expiration date.
The statutory notice required by Section 204 of the Delaware General Corporation Law to be given to WBD’s stockholders is set forth in Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit Number |
Description | |
| 2.1 | Agreement and Plan of Merger, dated February 27, 2026, among Warner Bros. Discovery, Inc., Skydance Corporation (f/k/a Paramount Skydance Corporation) and Prince Sub Inc. (incorporated by reference to Exhibit 2.1 of WBD’s Current Report on Form 8-K filed with the SEC on February 27, 2026). | |
| 3.1 | Fourth Restated Certificate of Incorporation of Warner Bros. Discovery, Inc. | |
| 3.2 | Third Amended and Restated Bylaws of Warner Bros. Discovery, Inc. | |
| 99.1 | Statutory Notice Pursuant to Section 204 of the Delaware General Corporation Law | |
| 101 | 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 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 hereunto duly authorized.
| Date: October 6, 2026 | WARNER BROS. DISCOVERY, INC. | |||||
| By: | /s/ Stephanie Kyoko McKinnon | |||||
| Name: | Stephanie Kyoko McKinnon | |||||
| Title: | Executive Vice President and General Counsel | |||||
Exhibit 3.1
FOURTH RESTATED
CERTIFICATE OF INCORPORATION
OF
WARNER BROS. DISCOVERY, INC.
FIRST
The name of the corporation (the “Corporation”) is Warner Bros. Discovery, Inc.
SECOND
The Corporation’s registered office in the State of Delaware is located at 251 Little Falls Drive, City of Wilmington 19808, County of New Castle. The name and address of the Corporation’s registered agent for service of process in Delaware is:
Corporation Service Company
251 Little Falls Drive
Wilmington, Delaware 19808
THIRD
The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of the State of Delaware, as the same exists or may hereafter be amended (“DGCL”) or any successor statute.
FOURTH
The total number of shares of all classes of stock that the Corporation shall have authority to issue is One Thousand (1,000) shares, all of which are Common Stock with a par value of $0.01.
FIFTH
In furtherance and not in limitation of the powers conferred by statute, it is provided that:
| 1. | The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. |
| 2. | The Board of Directors is expressly authorized to adopt, alter, amend or repeal the bylaws of the Corporation. |
SIXTH
Election of directors need not be by written ballot unless the bylaws of the Corporation shall so provide.
SEVENTH
No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of his or her fiduciary duty as a director; provided that nothing contained in this Article Seventh shall eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (c) under Section 174 of the DGCL or (d) for any transaction from which the director derived an improper personal benefit. If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Neither the amendment nor repeal of this Article Seventh, nor the adoption of any provision of this Fourth Restated Certificate of Incorporation, nor, to the fullest extent permitted by the DGCL, any modification of law shall eliminate, reduce or otherwise adversely affect any right or protection of a current or former director of the Corporation existing at the time of, or prior to, such amendment, repeal, adoption or modification.
EIGHTH
Subject to such limitations as may be from time to time imposed by other provisions of this Fourth Restated Certificate of Incorporation, by the bylaws of the Corporation, by the DGCL or other applicable law, or by any contract or agreement to which the Corporation is or may become a party, the Corporation reserves the right to amend or repeal any provision contained in this Fourth Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this express reservation.
NINTH
Unless the Corporation consents in writing to the selection of an alternative forum (an “Alternative Forum Consent”), the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a duty (including any fiduciary duty) owed by any current or former director, officer, stockholder, employee or agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim against the Corporation or any current or former director, officer, stockholder, employee or agent of the Corporation arising out of or relating to any provision of the DGCL or this Fourth Restated Certificate of Incorporation or the bylaws of the Corporation, or (iv) any action asserting a claim against the Corporation or any current or former director, officer, stockholder, employee or agent of the Corporation governed by the internal affairs doctrine of the State of Delaware; provided, however, that, in the event that the Court of Chancery of the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. Unless the Corporation gives an Alternative Forum Consent, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, or the rules and regulations thereunder. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled to equitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing, otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article Ninth. The existence of any prior Alternative Forum Consent shall not act as a waiver of the Corporation’s ongoing consent right as set forth above in this Article Ninth with respect to any current or future actions or claims.
Exhibit 3.2
THIRD AMENDED AND RESTATED
BYLAWS
of
WARNER BROS. DISCOVERY, INC.
a Delaware corporation
(hereinafter called, the “Corporation”)
Effective as of October 6, 2026
ARTICLE I - STOCKHOLDERS
Section 1. Place of Meetings.
All meetings of stockholders shall be held at such place within or without the State of Delaware as may be designated from time to time by the Board of Directors, the Chairman of the Board (if any), the President or the Secretary. The Board of Directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication.
Section 2. Annual Meeting.
An annual meeting of the stockholders, for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly come before the meeting, shall be held at such place, on such date, and at such time as the Board of Directors shall each year fix, which date shall be within 13 months of the last annual meeting of stockholders or, if no such meeting has been held, the date of incorporation.
Section 3. Special Meetings.
Special meetings of the stockholders, for any purpose or purposes prescribed in the notice of the meeting, may be called by the Board of Directors or the chief executive officer and shall be held at such place, on such date, and at such time as they or he or she shall fix.
Section 4. Notice of Meetings.
Notice of the place, if any, date, and time of all meetings of the stockholders, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, shall be given, not less than 10 nor more than 60 days before the date on which the meeting is to be held, to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as otherwise provided herein or required by law (meaning, here and hereinafter, as required from time to time by the Delaware General Corporation Law or the Fourth Restated Certificate of Incorporation of the Corporation).
When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than 30 days after the date for which the meeting was originally noticed, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, shall be given to each stockholder in conformity herewith. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and, except as otherwise required by law, shall not be more than 60 nor less than 10 days before the date of such adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.
Section 5. Quorum.
At any meeting of the stockholders, the holders of a majority of all of the shares of the stock entitled to vote at the meeting, present in person or by proxy, shall constitute a quorum for all purposes, unless or except to the extent that the presence of a larger number may be required by law. Where a separate vote by a class or classes or series is required, a majority of the shares of such class or classes or series present in person or represented by proxy shall constitute a quorum entitled to take action with respect to that vote on that matter.
If a quorum shall fail to attend any meeting, the chairman of the meeting or the holders of a majority of the shares of stock entitled to vote who are present, in person or by proxy, may adjourn the meeting to another place, if any, date or time.
Section 6. Organization.
Such person as the Board of Directors may have designated or, in the absence of such a person, the President of the Corporation or, in his or her absence, such person as may be chosen by the holders of a majority of the shares entitled to vote who are present, in person or by proxy, shall call to order any meeting of the stockholders and act as chairman of the meeting. In the absence of the Secretary of the Corporation, the secretary of the meeting shall be such person as the chairman of the meeting appoints.
2
Section 7. Conduct of Business.
The chairman of any meeting of stockholders shall determine the order of business and the procedure at the meeting, including such regulation of the manner of voting and the conduct of discussion as seem to him or her in order. The date and time of the opening and closing of the polls for each matter upon which the stockholders will vote at the meeting shall be announced at the meeting.
Section 8. Proxies and Voting.
At any meeting of the stockholders, every stockholder entitled to vote may vote in person or by proxy authorized by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting. Any copy, facsimile telecommunication or other reliable reproduction of the writing or transmission created pursuant to this paragraph may be substituted or used in lieu of the original writing or transmission for any and all purposes for which the original writing or transmission could be used, provided that such copy, facsimile telecommunication or other reproduction shall be a complete reproduction of the entire original writing or transmission.
The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.
All elections shall be determined by a plurality of the votes cast, and except as otherwise required by law, all other matters shall be determined by a majority of the votes cast affirmatively or negatively.
Section 9. Stock List.
The officer who has charge of the stock ledger of the Corporation shall, at least 10 days before every meeting of stockholders, prepare and make a complete list of stockholders entitled to vote at any meeting of stockholders, provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the 10th day before the meeting date, arranged in alphabetical order and showing the address of each such stockholder and the number of shares registered in his or her name. Such list shall be open to the examination of any stockholder for a period of at least 10 days prior to the meeting in the manner provided by law.
A stock list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. This list shall presumptively determine (a) the identity of the stockholders entitled to examine such stock list and to vote at the meeting and (b) the number of shares held by each of them.
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Section 10. Consent of Stockholders in Lieu of Meeting.
Any action required to be taken at any annual or special meeting of stockholders of the Corporation, or any action which may be taken at any annual or special meeting of the stockholders, may be taken without a meeting, without prior notice and without a vote, in accordance with Section 228 of the Delaware General Corporation Law.
ARTICLE II - BOARD OF DIRECTORS
Section 1. Number and Term of Office.
The number of directors who shall constitute the whole Board of Directors shall be no less than one (1) and no more than eleven (11), and the exact number thereof shall be set from time to time by resolution of the Board of Directors. Notwithstanding the foregoing, the initial Board of Directors shall be comprised of the number of directors elected by the incorporator. Each director shall be elected for a term of one year and until his or her successor is elected and qualified, except as otherwise provided herein or required by law.
Whenever the authorized number of directors is increased between annual meetings of the stockholders, a majority of the directors then in office shall have the power to elect such new directors for the balance of a term and until their successors are elected and qualified. Any decrease in the authorized number of directors shall not become effective until the expiration of the term of the directors then in office unless, at the time of such decrease, there shall be vacancies on the Board of Directors which are being eliminated by the decrease.
Section 2. Vacancies.
If the office of any director becomes vacant by reason of death, resignation, disqualification, removal or other cause, a majority of the directors remaining in office, although less than a quorum, may elect a successor for the unexpired term and until his or her successor is elected and qualified.
Section 3. Regular Meetings.
Regular meetings of the Board of Directors shall be held at such place or places, on such date or dates, and at such time or times as shall have been established by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required.
Section 4. Special Meetings.
Special meetings of the Board of Directors may be called by one-third of the directors then in office (rounded up to the nearest whole number) or by the President and shall be held at such place, on such date, and at such time as they or he or she shall fix. Notice of the place, date, and time of each such special meeting shall be given to each director by whom it is not waived by mailing written notice not less than five days before the meeting or by telegraphing or telexing or by facsimile or electronic transmission of the same not less than 24 hours before the meeting. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting.
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Section 5. Quorum.
Unless otherwise required by law or these Bylaws, at any meeting of the Board of Directors, a majority of the total number of the whole Board of Directors shall constitute a quorum for all purposes. If a quorum shall fail to attend any meeting, a majority of those present may adjourn the meeting to another place, date or time, without further notice or waiver thereof.
Section 6. Participation in Meetings By Conference Telephone.
Members of the Board of Directors, or of any committee thereof, may participate in a meeting of such Board of Directors or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting.
Section 7. Conduct of Business.
At any meeting of the Board of Directors, business shall be transacted in such order and manner as the Board of Directors may from time to time determine, and all matters shall be determined by the vote of a majority of the directors present, except as otherwise provided herein or required by law. Action may be taken by the Board of Directors without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Any person (whether or not then a director) may provide, whether through instruction to an agent or otherwise, that a consent to action shall be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given at such effective time so long as such person is then a director and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective.
Section 8. Compensation of Directors.
Directors, as such, may receive, pursuant to resolution of the Board of Directors, fixed fees and other compensation for their services as directors, including, without limitation, their services as members of committees of the Board of Directors.
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ARTICLE III - COMMITTEES
Section 1. Committees of the Board of Directors.
The Board of Directors may from time to time designate committees of the Board of Directors, with such lawfully delegable powers and duties as it thereby confers, to serve at the pleasure of the Board of Directors and shall, for those committees and any others provided for herein, elect a director or directors to serve as the member or members, designating, if it desires, other directors as alternate members who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of any member of any committee and any alternate member in his or her place, the member or members of the committee present at the meeting and not disqualified from voting, whether or not he or she or they constitute a quorum, may by unanimous vote appoint another member of the Board of Directors to act at the meeting in the place of the absent or disqualified member.
Section 2. Conduct of Business.
Each committee may determine the procedural rules for meeting and conducting its business and shall act in accordance therewith, except as otherwise provided herein or required by law. Adequate provision shall be made for notice to members of all meetings; one-third of the members shall constitute a quorum unless the committee shall consist of one or two members, in which event one member shall constitute a quorum; and all matters shall be determined by a majority vote of the members present. Action may be taken by any committee without a meeting if all members thereof consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of the proceedings of such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form. Any person (whether or not then a director or committee member) may provide, whether through instruction to an agent or otherwise, that a consent to action shall be effective at a future time (including a time determined upon the happening of an event), no later than 60 days after such instruction is given or such provision is made and such consent shall be deemed to have been given at such effective time so long as such person is then a director and committee member and did not revoke the consent prior to such time. Any such consent shall be revocable prior to its becoming effective.
ARTICLE IV - OFFICERS
Section 1. Generally.
The officers of the Corporation shall consist of a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as may from time to time be appointed by the Board of Directors. Officers shall be elected by the Board of Directors, which shall consider that subject at its first meeting after every annual meeting of stockholders. Each officer shall hold office until his or her successor is elected and qualified or until his or her earlier resignation or removal. Any number of offices may be held by the same person.
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Section 2. President.
The President shall be the chief executive officer of the Corporation. Subject to the provisions of these Bylaws and to the direction of the Board of Directors, he or she shall have the responsibility for the general management and control of the business and affairs of the Corporation and shall perform all duties and have all powers which are commonly incident to the office of chief executive or which are delegated to him or her by the Board of Directors. He or she shall have power to sign all stock certificates, contracts and other instruments of the Corporation which are authorized and shall have general supervision and direction of all of the other officers, employees and agents of the Corporation.
Section 3. Vice President.
Each Vice President shall have such powers and duties as may be delegated to him or her by the Board of Directors. One Vice President shall be designated by the Board of Directors to perform the duties and exercise the powers of the President in the event of the President’s absence or disability.
Section 4. Treasurer.
The Treasurer shall have the responsibility for maintaining the financial records of the Corporation. He or she shall make such disbursements of the funds of the Corporation as are authorized and shall render from time to time an account of all such transactions and of the financial condition of the Corporation. The Treasurer shall also perform such other duties as the Board of Directors may from time to time prescribe.
Section 5. Secretary.
The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the stockholders and the Board of Directors. He or she shall have charge of the corporate books and shall perform such other duties as the Board of Directors may from time to time prescribe.
Section 6. Delegation of Authority.
The Board of Directors may from time to time delegate the powers or duties of any officer to any other officers or agents, notwithstanding any provision hereof.
Section 7. Removal.
Any officer of the Corporation may be removed at any time, with or without cause, by the Board of Directors.
Section 8. Action with Respect to Securities of Other Corporations.
Unless otherwise directed by the Board of Directors, the President or any officer of the Corporation authorized by the President shall have the power to vote and otherwise act on behalf of the Corporation, in person or by proxy, at any meeting of stockholders of or with respect to any action of stockholders of any other corporation in which this Corporation may hold securities and otherwise to exercise any and all rights and powers which this Corporation may possess by reason of its ownership of securities in such other corporation.
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ARTICLE V - STOCK
Section 1. Certificates of Stock.
Each holder of stock represented by certificates shall be entitled to a certificate signed by, or in the name of the Corporation by, any two authorized officers of the Corporation, certifying the number of shares owned by him or her. Any or all of the signatures on the certificate may be by facsimile or electronic transmission.
Section 2. Transfers of Stock.
Transfers of stock shall be made only upon the transfer books of the Corporation kept at an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. Except where a certificate is issued in accordance with Section 4 of Article V of these Bylaws, an outstanding certificate, if one has been issued, for the number of shares involved shall be surrendered for cancellation before a new certificate, if any, is issued therefor.
Section 3. Record Date.
In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may, except as otherwise required by law, fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 3 at the adjourned meeting.
In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall be not more than 60 days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.
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In order that the Corporation may determine the stockholders entitled to consent to corporate action without a meeting, (including by telegram, cablegram or other electronic transmission as permitted by law), the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall be not more than ten days after the date upon which the resolution fixing the record date is adopted. If no record date has been fixed by the Board of Directors and no prior action by the Board of Directors is required by the Delaware General Corporation Law, the record date shall be the first date on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner prescribed by Article I, Section 10 hereof. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by the Delaware General Corporation Law with respect to the proposed action by consent of the stockholders without a meeting, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.
Section 4. Lost, Stolen or Destroyed Certificates.
In the event of the loss, theft or destruction of any certificate of stock, another may be issued in its place pursuant to such regulations as the Board of Directors may establish concerning proof of such loss, theft or destruction and concerning the giving of a satisfactory bond or bonds of indemnity.
Section 5. Regulations.
The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish.
ARTICLE VI - NOTICES
Section 1. Notices.
If mailed, notice to stockholders shall be deemed given when deposited in the mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders may be given by electronic transmission in the manner provided in Section 232 of the Delaware General Corporation Law.
Section 2. Waivers.
A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver.
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ARTICLE VII - MISCELLANEOUS
Section 1. Facsimile Signatures.
In addition to the provisions for use of facsimile or electronically transmitted signatures elsewhere specifically authorized in these Bylaws, facsimile or electronically transmitted signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.
Section 2. Corporate Seal.
The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.
Section 3. Reliance upon Books, Reports and Records.
Each director, each member of any committee designated by the Board of Directors, and each officer of the Corporation shall, in the performance of his or her duties, be fully protected in relying in good faith upon the books of account or other records of the Corporation and upon such information, opinions, reports or statements presented to the Corporation by any of its officers or employees or committees of the Board of Directors so designated, or by any other person as to matters which such director or committee member reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of the Corporation.
Section 4. Fiscal Year.
The fiscal year of the Corporation shall begin on the 1st day of January and end on the 31st day of December of each year.
Section 5. Time Periods.
In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.
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ARTICLE VIII - INDEMNIFICATION
Section 1. Indemnification.
The Corporation shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, (i) is or was a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, manager, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans (a “Covered Person”) or (ii) is or was an employee of the Corporation or, while an employee of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, manager, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans (a “Covered Employee”), against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such Covered Person or Covered Employee. Notwithstanding the preceding sentence, except as otherwise provided in Section 3, the Corporation shall be required to indemnify a Covered Person or a Covered Employee in connection with a Proceeding (or part thereof) commenced by such Covered Person or Covered Employee only if the commencement of such Proceeding (or part thereof) by the Covered Person or Covered Employee was authorized in the specific case by the Board of Directors.
Section 2. Prepayment of Expenses.
The Corporation shall to the fullest extent not prohibited by applicable law advance the payment of expenses (including attorneys’ fees) incurred by a Covered Person in defending any Proceeding in advance of its final disposition, provided, however, that, to the extent required by law, such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Covered Person to repay all amounts advanced if it should be ultimately determined that the Covered Person is not entitled to be indemnified under this Article VIII or otherwise. The Corporation may, in its discretion, advance the payment of expenses (including attorneys’ fees) incurred by a Covered Employee in defending any Proceeding in advance of its final disposition, provided however, that the Corporation may in its discretion require such payment of expenses in advance of the final disposition of the Proceeding be made only upon receipt of an undertaking (on such terms of the Corporation may require) by the Covered Employee to repay all amounts advanced if it should be ultimately determined that the Covered Employee is not entitled to be indemnified under this Article VIII or otherwise and/or upon such other terms and conditions, if any, as the Corporation deems appropriate.
Section 3. Claims.
If a claim for indemnification following the final disposition of such Proceeding by a Covered Person or advancement of expenses by a Covered Person under this Article VIII is not paid in full within thirty (30) days after a written claim therefor by the Covered Person or, in the case of advancement of expenses, a statement or statements requesting such amounts to be advanced, has been received by the Corporation, the Covered Person may thereupon (but not before) file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expense of prosecuting such claim. In any such action the Corporation shall have the burden of proving that the Covered Person is not entitled to the requested indemnification or advancement of expenses under applicable law.
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Section 4. Nonexclusivity of Rights.
The rights conferred on any Covered Person or Covered Employee by this Article VIII shall not be exclusive of any other rights which such Covered Person or Covered Employee may have or hereafter acquire under any statute, provision of the Fourth Restated Certificate of Incorporation, these Bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
Section 5. Other Sources.
The Corporation’s obligation, if any, to indemnify any Covered Person or Covered Employee or to advance expenses to any Covered Person who was or is serving at its request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, enterprise or nonprofit entity shall be reduced by any amount such Covered Person or Covered Employee may collect as indemnification or such Covered Person may collect as advancement of expenses from such other Corporation, partnership, joint venture, trust, enterprise or non-profit enterprise.
Section 6. Amendment or Repeal.
Any repeal or modification of the foregoing provisions of this Article VIII shall not adversely affect any right or protection hereunder of any Covered Person or Covered Employee in respect of any act or omission occurring prior to the time of such repeal or modification.
Section 7. Other Indemnification and Prepayment of Expenses.
This Article VIII shall not limit the right of the Corporation, to the extent and in the manner permitted by law, to indemnify and to advance expenses to persons other than Covered Persons or Covered Employees when and as authorized by appropriate corporate action.
ARTICLE IX - AMENDMENTS
These Bylaws may be amended or repealed by the Board of Directors at any meeting or by the stockholders at any meeting.
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Exhibit 99.1
STATUTORY NOTICE PURSUANT TO SECTION 204(G) OF THE DELAWARE GENERAL CORPORATION LAW
Notice is hereby given pursuant to Section 204 of the Delaware General Corporation Law (the “DGCL”), that on October 2, 2026, the Board of Directors (the “Board”) of Warner Bros. Discovery, Inc., a Delaware corporation (the “Company”), adopted resolutions approving the ratification of certain potentially defective corporate acts, as described below, pursuant to Section 204 of the DGCL.
Pursuant to the Warner Bros. Discovery, Inc. 2005 Non-Employee Director Incentive Plan (as amended and/or restated from time to time, the “Plan”), the Company was authorized to grant awards of restricted stock units (“RSUs”) to non-employee directors of the Company (“Nonemployee Directors”), and to issue shares of the Company’s Series A common stock, par value $0.01 per share (“Common Stock”), in settlement of such awards. Although Section 11.6 of the Plan provides that no awards may be made under the Plan on or after May 20, 2025 (the “Expiration Date”), following the Expiration Date, awards covering an aggregate of 396,804 RSUs (the “Award Grants”) were made to Nonemployee Directors in June 2025 (the “2025 Award Grants”) and June 2026, as listed on Schedule 1 to the resolutions attached hereto as Exhibit A. Each Award Grant was approved by the Compensation Committee of the Board prior to grant and was otherwise granted in accordance with the terms and conditions of the Plan. Following completion of the required period of post-award service, an aggregate of 120,000 shares of Common Stock (the “Issued Stock”) were issued to certain Nonemployee Directors in settlement of certain of the 2025 Award Grants, as listed on Schedule 2 to the resolutions attached hereto as Exhibit A. The Board determined that the Award Grants and the issuance of the Issued Stock (collectively, the “Post Expiration Grants and Issuances”) were potentially “defective corporate acts,” and that the Issued Stock may constitute “putative stock,” in each case within the meaning of Section 204 of the DGCL.
The Board determined that the Post Expiration Grants and Issuances arose out of a “failure of authorization” (within the meaning of Section 204 of the DGCL). This failure of authorization occurred because the Award Grants were not authorized and effected in accordance with the terms of the Plan prior to the Expiration Date. The Board determined it to be advisable and in the best interests of the Company and its stockholders to approve the ratification of the Post Expiration Grants and Issuances. On October 2, 2026, the Board ratified, pursuant to Section 204 of the DGCL, the Award Grants, as of the original grant dates, and the issuance of the Issued Stock, as of the original issuance dates, and determined that all of the Issued Stock shall be considered duly authorized, validly issued, fully paid and non-assessable as of the time such Issued Stock was originally issued.
A copy of the resolutions approving the ratification of the Post Expiration Grants and Issuances is attached hereto as Exhibit A. The ratification of the Post Expiration Grants and Issuances is not required to be submitted to the Company’s stockholders for approval under Section 204 of the DGCL.
Any claim that the defective corporate acts (including all putative stock) ratified pursuant to Section 204 of the DGCL in the resolutions attached hereto as Exhibit A are void or voidable due to a failure of authorization, or that the Court of Chancery of the State of Delaware should declare in its discretion that the ratification not be effective or be effective only on certain conditions, must be brought within 120 days from the date of this notice, October 6, 2026.
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Exhibit A
Resolutions Approving the Ratification of the Defective Corporate Acts
| BACKGROUND | ||
| WHEREAS: | Warner Bros. Discovery, Inc. (the “Company”) entered into an Agreement and Plan of Merger, dated as of February 27, 2026, by and among the Company, Paramount Skydance Corporation, a Delaware corporation (“Buyer”), and Prince Sub Inc., a Delaware corporation and a wholly owned Subsidiary of Buyer (the “Merger Agreement” and the transactions contemplated thereby, the “Merger”) (capitalized terms used but not defined herein shall have the respective meanings attributed to such terms in the Merger Agreement). | |
| RATIFICATION OF THE GRANT OF CERTAIN GRANTS AND ISSUANCES | ||
| WHEREAS: | Pursuant to the Warner Bros. Discovery, Inc. 2005 Non-Employee Director Incentive Plan (as amended and/or restated from time to time, the “Plan”), the Company was authorized to grant Awards of Restricted Stock Units (as such terms are defined in the Plan), and issue Company Stock in settlement of such Awards, to non-employee members of the Board (“Nonemployee Directors”). | |
| WHEREAS: | Although Section 11.6 of the Plan provides that no Awards may be made under the Plan on or after May 20, 2025 (the “Expiration Date”), following the Expiration Date, the Awards listed on Schedule A to these resolutions (the “Award Grants”) were made to Nonemployee Directors in each of June 2025 (the “2025 Award Grants”) and June 2026 (the “2026 Award Grants”), with each such Award being approved by the Compensation Committee of the Board (the “Compensation Committee”) prior to grant and otherwise granted in accordance with the terms and conditions of the Plan. | |
| WHEREAS: | Following completion of the stated period of post-Award service required to receive the benefit of the 2025 Award Grants, Company Stock was issued to certain Nonemployee Directors in settlement of certain of the 2025 Award Grants, as listed on Schedule B to these resolutions (the “Issued Stock”). | |
| WHEREAS: | The Board has determined that each of the Award Grants may constitute a “defective corporate act” (as such term is defined in Section 204(h) of the Delaware General Corporation Law (“DGCL”)) as a result of the failure of the Award Grants to have been authorized and effected in accordance with the terms of the Plan prior to the Expiration Date. | |
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| WHEREAS: | The Board has determined that the Issued Stock may constitute “putative stock” (as such term is defined in Section 204(h) of the DGCL). | |
| WHEREAS: | The Board has determined that it is advisable and in the best interests of the Company and its stockholders to approve and ratify the Award Grants, and the issuance of the Issued Stock in all respects. | |
| WHEREAS: | Pursuant to Section 204(g) of the DGCL, the Company is required to give prompt notice of the ratification to all holders of valid stock, as of a date within 60 days after the adoption of these resolutions, which notice will be deemed to have been given if disclosed in a document publicly filed by the Company with the Securities and Exchange Commission pursuant to §13, §14 or §15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (such notice, the “Ratification Notice”). | |
| WHEREAS: | Pursuant to the terms of the Merger Agreement, certain actions contemplated to be taken in respect of amending the Plan and the 2025 Award Grants, the 2026 Award Grants and the Issued Stock may be subject to the consent of Buyer (any such consent, a “Merger Agreement Consent”); | |
| WHEREAS: | Pursuant to the terms of the Merger Agreement, at the closing of the transactions contemplated by the Merger Agreement (the “Closing”), the outstanding Award Grants and the Issued Stock will be converted into a right to receive cash payments, in each case based on the per share Merger Consideration. | |
| NOW, THEREFORE, BE IT RESOLVED, as follows: | ||
| RESOLVED: | That the making of the Award Grants and the issuance of the Issued Stock as of the dates and in the numbers specified on Schedule A and Schedule B, respectively, are the potentially defective corporate acts to be ratified. | |
| FURTHER RESOLVED: | That the nature of the “failure of authorization” (as defined in Section 204(g) of the DGCL) in respect of the Award Grants and Issued Stock is the failure of the Award Grants to have been authorized and effected in accordance with the terms of the Plan. | |
| FURTHER RESOLVED: | That pursuant to Section 204 of the DGCL, the Board hereby authorizes, ratifies and approves the Award Grants, as of the original grant dates, and the issuance of the Issued Stock as of the original issuance dates, and all such Issued Stock shall be considered duly authorized, validly issued, fully paid and non-assessable at the time such Issued Stock was originally issued. | |
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| FURTHER RESOLVED: | That, having received the Merger Agreement Consents, the Plan is hereby amended (i) to extend the term thereof, effective as of the Expiration Date, until the earlier to occur of (A) the Closing, and (B) the next occurring annual meeting of stockholders and (ii) to provide that the currently outstanding 2025 Award Grants and the 2026 Award Grants shall be settled for a right to receive cash (A) in accordance with the terms and conditions of the Merger Agreement or (B) on the settlement date of the applicable Award Grant, if occurring prior to the Closing in an amount determined based on the fair market value of a share on the date of settlement. | |
| FURTHER RESOLVED: | That the Chief Executive Officer, Chief Financial Officer, Chief Legal Officer, Chief People and Culture Officer, Chief Revenue and Strategy Officer, Chief Accounting Officer, Executive Vice President – Total Rewards and Executive Vice President and Secretary (collectively, the “Authorized Officers”) be, and each of them hereby is, authorized to file pursuant to §13, §14, or §15(d) of the Exchange Act a Ratification Notice disclosing the foregoing ratification. | |
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SCHEDULE A
AWARD GRANTS
| YEAR |
RSUS | GRANT DATE | ||||
| 2025 Award Grants |
288,000 | June 3, 2025 | ||||
| 2026 Award Grants |
108,804 | June 9, 2026 | ||||
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SCHEDULE B
COMMON STOCK ISSUED IN SETTLEMENT OF 2025 AWARD GRANTS
| DIRECTOR |
RSUS | ISSUANCE DATE | ||||
| Richard W. Fisher |
24,000 | June 9, 2026 | ||||
| Kenneth W. Lowe |
24,000 | June 9, 2026 | ||||
| Fazal Merchant |
24,000 | June 9, 2026 | ||||
| Anthony J. Noto |
24,000 | June 9, 2026 | ||||
| Daniel E. Sanchez |
24,000 | June 9, 2026 | ||||
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