WBD 8-K
Warner Bros. Discovery, Inc. (WBD)
8-K
2025-11-13
For: 2025-11-07
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Added on
April 09, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2025
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34177
(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 Symbol(s) | 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. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Introduction and Background
Warner Bros. Discovery, Inc. (“we,” “us,” “our,” “WBD” or the “Company”) recently announced that while we are continuing to advance our plans to separate our Streaming & Studios business (“Warner Bros.”) from our Global Networks business (“Discovery Global”), our Board of Directors (the “Board”) has initiated a review of strategic alternatives to maximize shareholder value (the “Strategic Review”). We commenced the Strategic Review in response to unsolicited interest from multiple parties and intend to evaluate a broad range of options, including a transaction for the entire Company and separate transactions for Warner Bros. and/or Discovery Global.
In connection with the Strategic Review described above, on November 7, 2025, the Company and David Zaslav, our President and Chief Executive Officer, agreed to clarify and amend his employment agreement and his nonqualified stock option agreement, both of which were originally entered into on June 12, 2025 (the “employment agreement” and “option agreement”, respectively, and together, the “Zaslav arrangements”).
The Zaslav arrangements were agreed at the time that we were focused on achieving a separation of Warner Bros. from Discovery Global (the “Separation”) and were intended to secure Mr. Zaslav’s leadership of WBD through the Separation, and as the Chief Executive Officer of Warner Bros following the Separation. The Zaslav arrangements currently include provisions for (i) a significant reduction in Mr. Zaslav’s target annual compensation upon the completion of the Separation and (ii) a one-time inducement grant of stock options (the “Signing Options”), 92% of which is subject to forfeiture if a Separation or “Qualifying Transaction” (defined below) does not occur prior to December 31, 2026.
In light of the Company’s review of strategic alternatives, the letter agreement that amends the Zaslav arrangements (the “Amendment”) is intended to clarify certain terms and better align the incentives provided thereunder with the interests of our shareholders in the context of the broader Strategic Review. We also sent letters to our other executive officers who have entered into agreements with us that are subject to, and contingent upon, the Separation to clarify certain terms in the context of the range of options we are evaluating in the Strategic Review.
The following summary description of certain provisions of the Amendment does not purport to be complete and is qualified in its entirety by the actual text of the Amendment, which has been filed with this Current Report as Exhibit 10.1 and is incorporated herein by reference.
Amendment to the Zaslav Agreements
The Amendment clarifies that if the Separation is achieved by retaining Warner Bros. and spinning off Discovery Global (a “Reverse Spinoff”) rather than spinning off Warner Bros. as an independent company (as originally planned), the Reverse Spinoff will be treated in the same manner as the originally planned Separation for all purposes of the Zaslav arrangements.
In particular, the Amendment provides that a Reverse Spinoff that occurs before December 31, 2026 (the “Outside Date”) will be treated the same as the originally planned Separation for purposes of the forfeiture condition that applies to the Signing Options. To align Mr. Zaslav’s incentives with the objectives of the Strategic Review, the Amendment clarifies and expands the events that, if completed prior to the Outside Date, enable Mr. Zaslav’s Signing Options to remain outstanding and eligible to vest and be exercised following the Outside Date to include not only a Reverse Spinoff, but also an entry into a definitive agreement for a transaction that would, upon completion, constitute a “change in control” of WBD, but excluding any sale of Discovery Global or all or substantially all of its assets (such agreement, a “Qualifying CIC Agreement”).
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In the event we enter into a Qualifying CIC Agreement before the Outside Date and have not completed a Separation (or Reverse Spinoff) on or before the Outside Date, the Amendment provides that the term of the employment agreement will continue until December 31, 2030, as would have been the case had the Separation been completed prior to the Outside Date, rather than ending December 31, 2027. This extension is intended to secure Mr. Zaslav’s leadership of WBD for the same period that we had contracted to have him serve as the Chief Executive Officer of Warner Bros. following a Separation. This ensures that, if the Strategic Review leads to our entering into a Qualifying CIC Agreement before the Outside Date, Mr. Zaslav will have the same opportunity to vest in, and incentives from, the Signing Options that he would have received had a Separation been completed in 2026.
Under the employment agreement, we modified the compensation Mr. Zaslav would receive following a Separation by reducing his target annual compensation and allocating a significantly greater portion of his annual compensation to long-term incentives. To ensure that we achieve this stronger pay-for-performance alignment of Mr. Zaslav’s compensation in the broader range of scenarios being evaluated in the Strategic Review, the Amendment provides that if on or before the Outside Date we have not separated Warner Bros. and Discovery Global, but have entered into a Qualifying CIC Agreement, the modified compensation terms that would have applied to Mr. Zaslav’s tenure as Chief Executive Officer of Warner Bros. will become effective on the earliest to occur of (i) the termination of the Qualifying CIC Agreement, (ii) the completion of the Separation (including a Reverse Spinoff) after the Outside Date or (iii) January 1, 2028.
The Amendment also clarifies that certain internal restructuring transactions necessary to effect any of the strategic alternatives that we are reviewing will not constitute a “Change in Control” or “Qualifying Transaction” for purposes of the Zaslav arrangements, and will not result in accelerated vesting or the release of any forfeiture conditions on the Signing Options.
Except as provided above, the remaining terms of the Zaslav arrangements will remain unchanged.
Arrangements with Other Executive Officers
We sent letters to our other executive officers who have entered into new employment agreements that are subject to, and contingent upon, a Separation (including Gunnar Wiedenfels, Bruce Campbell and JB Perrette) clarifying that a Reverse Spinoff shall be treated in the same manner as a Separation for all purposes of such agreements.
Cautionary Statement Regarding Forward-Looking Information
This Current Report on Form 8-K contains certain “forward-looking statements.” Forward-looking statements include, without limitation, statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties and on information available to the Company as of the date hereof.
Forward-looking statements include, without limitation, statements about the benefits of the Separation, including future financial and operating results, in the case of the Separation, either company’s future company plans, objectives, expectations and intentions, the Company’s review of strategic alternatives, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties outside of our control. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: whether we will be able to identify or develop any strategic alternatives to the Separation; our ability to execute on material aspects of any strategic alternatives that are identified and pursued; whether we can achieve the potential benefits of any strategic alternatives; the occurrence of any event, change or other circumstances that could give rise to the abandonment of the Separation or pursuit of a different structure or strategic alternative; risks that any of the conditions to the Separation may not be satisfied in a timely manner; risks that the anticipated tax treatment of the proposed Separation is not obtained; risks related to potential litigation brought in connection with
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the Separation, any unsolicited proposal, or the review of strategic alternatives; uncertainties as to the timing of the Separation and the review of strategic alternatives; risks and costs related to the Separation, the receipt of unsolicited proposals, and the review of strategic alternatives, including risks relating to changes to the configuration of the Company’s existing businesses; the risk that implementing the Separation may be more difficult, time consuming or costly than expected; risks related to financial community and rating agency perceptions of the Company and its business, operations, financial condition and the industry in which it operates; risks related to disruption of management time from ongoing business operations due to the Separation, any unsolicited proposal, or the review of strategic alternatives; failure to realize the benefits expected from the Separation; the final terms and conditions of the Separation, including the terms of any ongoing commercial agreements and arrangements, and the relationship, between Warner Bros. and Discovery Global following the Separation; the nature and amount of any indebtedness incurred by Warner Bros. or Discovery Global; effects of the announcement, pendency or completion of the Separation and the review of strategic alternatives on the ability of the Company to retain and hire key personnel and maintain relationships with its suppliers, and on its operating results and businesses generally; risks related to the potential impact of general economic, political and market factors on the Company as it implements the Separation; and risks related to obtaining permanent financing.
The Company’s actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risks related to the Separation. Discussions of additional risks and uncertainties are contained in the Company’s filings with the SEC, including but not limited to the Company’s most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K. The Company is not under any obligation, and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Persons reading this communication are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||
| 10.1 | |||||
| 101 | Inline XBRL Instance Document - the instance document does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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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: November 13, 2025 | WARNER BROS. DISCOVERY, INC. | |||||||||||||
| By: | /s/ Tara L. Smith | |||||||||||||
| Name: | Tara L. Smith | |||||||||||||
| Title: | Executive Vice President and Corporate Secretary | |||||||||||||
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1 November 7, 2025 Mr. David M. Zaslav President and Chief Executive Officer Warner Bros. Discovery, Inc. 230 Park Avenue New York, New York 10003 Dear David: Effective as of the date hereof, this letter amends and clarifies (i) your Amended and Restated Employment Agreement with Warner Bros. Discovery, Inc. (“WBD”) and the other parties thereto, dated June 12, 2025 (the “Employment Agreement”) and (ii) your Nonqualified Stock Option Agreement with WBD, dated June 12, 2025 (the “Option Agreement”). Capitalized terms used herein without definition shall have the meanings ascribed thereto in the Employment Agreement. Except as expressly set forth below, each of your Employment Agreement and Option Agreement shall continue in full force and effect. As you are aware, while WBD continues to advance its efforts to separate its Streaming and Studios division (“Warner Bros.”) from its Global Linear Networks division (“Discovery Global”), we recently announced a review of other strategic alternatives to maximize shareholder value (the “Strategic Review”). This letter amends and clarifies certain terms of the Employment Agreement and the Option Agreement in light of the Strategic Review and the potential for WBD to pursue a range of value-maximizing transactions. The Employment Agreement contemplates that you will continue to serve as President and CEO of WBD through the completion of the separation of Warner Bros as a standalone public company (referred to in the Employment Agreement as a “Spinoff”), at which point you will become the President and CEO of Warner Bros. This is to clarify that in the event that WBD instead separates Warner Bros. and Discovery Global such that Discovery Global becomes a standalone public company and WBD retains Warner Bros. (a “Reverse Spinoff”), the Reverse Spinoff shall be understood to constitute a Spinoff for all purposes of your Employment Agreement and all Post- Spinoff Terms shall become effective on the date that such Reverse Spinoff is consummated (and such date shall be considered the “Spinoff Effective Date” for all purposes of the Employment Agreement). All references in the Employment Agreement to “ContentCo” shall be understood to refer to Warner Bros. following the consummation of a Spinoff or Reverse Spinoff, as applicable. Specifically, and without limiting the foregoing, for purposes of Section 6(d)(iii) of the Employment Agreement, in the event that a Reverse Spinoff is consummated prior to December 31, 2026 (the “Outside Date”), then there shall be no automatic forfeiture of any Signing Options on the Outside Date and all Signing Options (including all Performance-Based Options) shall remain outstanding and eligible to vest and be exercised following the Outside Date as if a Spinoff occurred prior thereto. In addition, in furtherance of the objectives of the Strategic Review, if prior to the Outside Date, WBD enters into a definitive agreement for a transaction that, subject to (x) approval by WBD shareholders, (y) the satisfaction of customary closing conditions and (z) the receipt of required regulatory approvals, would, upon completion, constitute a Change of Control of WBD (as defined in Paragraph 11(g) of the Employment Agreement) (such agreement, a
2 “Qualifying CIC Agreement”), then the Signing Options will not be forfeited on the Outside Date and shall remain outstanding and eligible to vest and be exercised following the Outside Date as if a Spinoff (or a Reverse Spinoff) occurred prior thereto. To give effect to the foregoing changes, for all purposes of the Option Agreement, a Reverse Spinoff shall be deemed to constitute a Spinoff and all references in the Option Agreement to “ContentCo” shall be understood to refer to Warner Bros. following the consummation of a Spinoff or Reverse Spinoff, as applicable. In addition, Section 2 of the Option Agreement is hereby amended to provide that the consummation of a Reverse Spinoff or WBD’s entry into a Qualifying CIC Agreement, in either case, prior to the Outside Date, shall be sufficient to lift the Spinoff Restriction described in the Option Agreement such that upon the occurrence of either such event prior to the Outside Date, the Signing Options will not be forfeited on the Outside Date and shall remain outstanding and eligible to vest and be exercised following the Outside Date as if a Spinoff had occurred prior thereto. Accordingly, Section 5 of the Option Agreement is amended by this letter to provide that no Performance-Based Options shall expire on the Outside Date to the extent that WBD enters into a Qualifying CIC Agreement or otherwise completes a Spinoff or Reverse Spinoff, in each case, prior to such date. In addition, Section 2 of the Employment Agreement shall be amended to provide that in the event that (i) WBD enters into a Qualifying CIC Agreement prior to the Outside Date and (ii) a Spinoff or Reverse Spinoff is not consummated on or before the Outside Date, then, without regard to the occurrence of a Spinoff or Reverse Spinoff, the Term of Employment shall be extended to December 31, 2030 and you shall continue to serve as the President and CEO of WBD on the Pre-Spinoff Terms until the earliest to occur of (x) the date that the Qualifying CIC Agreement is terminated by its terms (the “Transaction Termination Date”), (y) a Spinoff or Reverse Spinoff that is consummated after the Outside Date or (z) January 1, 2028 (such earliest date, the “Terms Transition Date”) unless (A) your employment is earlier terminated pursuant to Paragraph 10 of the Prior Agreement or (B) otherwise agreed by the Parties. Following the Terms Transition Date, your employment, whether as President and CEO of WBD, or if a Spinoff or Reverse Spinoff is consummated, as President and CEO of Warner Bros., in either case, shall continue on the Post-Spinoff Terms until the expiration of the Term of Employment on December 31, 2030 (unless your employment is sooner terminated pursuant to Paragraph 11 of the Employment Agreement), it being understood that so long as you are serving as CEO of WBD after the Terms Transition Date, all references to “ContentCo” shall be deemed to refer to WBD. For the avoidance of doubt, if WBD enters into a Qualifying CIC Agreement prior to the Outside Date and your employment is terminated for any reason prior to the Terms Transition Date, then the Post- Spinoff Terms shall be of no force or effect and your rights and entitlements upon such termination shall be governed solely by the Pre-Spinoff Terms and Paragraphs 6(d) and 11(g) of the Employment Agreement. As WBD evaluates and pursues options under the Strategic Review, certain internal restructuring and other transactions may be necessary as a precursor to a transaction that maximizes shareholder value. Accordingly, you hereby acknowledge and agree that notwithstanding anything to the contrary in the Employment Agreement or the Option Agreement, (i) any internal sale, merger, consolidation, transfer, liquidation, disposition, spin-off or other transaction between or among WBD and/or one or more of its subsidiaries or affiliates or (ii) any holding company reorganization, conversion or similar transaction (any of the foregoing, an “Internal Restructuring Transaction”) shall not constitute a “Qualifying Transaction” for purposes of the Employment Agreement or Option Agreement and any Internal Restructuring Transaction or series of such
3 transactions alone shall not result in any accelerated vesting or exercisability of the Signing Options. An Internal Restructuring Transaction shall not constitute a “Change in Control” for any purpose under the Employment Agreement or Option Agreement. For the avoidance of doubt, this letter shall apply equally to the terms of any Follow-on Grant of options made pursuant to Section 6(d)(iv) of the Employment Agreement following the date hereof. * * * *
4 If you agree that the foregoing sets forth our full understanding regarding the amendment of the Employment Agreement and Option Agreement, please evidence your agreement and acceptance by counter-signing two copies of this letter where indicated below, returning one executed copy to me. WARNER BROS. DISCOVERY, INC. By: /s/ Tara L. Smith Tara L. Smith Executive Vice President and Corporate Secretary AGREED AND ACCEPTED: /s/ David M. Zaslav David M. Zaslav November 7, 2025