Warner Music Group Corp.

On August 5, 2025 (the “Closing Date”), Warner Music Inc. (“WMG”), a wholly owned subsidiary of the Company, entered into a Unit Purchase Agreement (the “Agreement”) by and among WMG, TenThousand Projects Holdings LLC (“10K Projects”), TenThousand Projects, LLC (“Seller”) and certain other parties thereto, pursuant to which WMG acquired from Seller, all of the common units of 10K Projects not already directly or indirectly owned by WMG (the “10K Units”), representing 49% of the issued and outstanding equity interests of 10K Projects.

The aggregate contractually agreed consideration for the 10K Units is $165 million, subject to contractual adjustments, payable by WMG in two installments. The first installment will be satisfied by a cash payment of $40 million (of which $30 million was paid on the Closing Date and $10 million will be paid on or about December 1, 2025) and issuance on the Closing Date of 1,416,666 shares of Class A Common Stock, the number of which was determined by dividing $42.5 million by $30 per share. The second installment is payable on the first anniversary of the Closing Date and will be satisfied, at the sole discretion of WMG, either by the issuance of 2,750,000 shares of Class A Common Stock, the number of which was determined by dividing $82.5 million by $30 per share, or in cash for an amount determined by multiplying 2,750,000 shares by the share price on the trading day immediately preceding issuance.

The Class A Common Stock issued pursuant to the Agreement will be governed by lock-up periods, subject to certain exceptions, which will begin on the date of issuance and end (i) in respect of 1,416,666 shares of the Class A Common Stock issued on the Closing Date, on March 1, 2026 and (ii) in respect of the 2,750,000 shares of Class A Common Stock issued at the first anniversary of the Closing Date, on the date that is the second anniversary of the Closing Date.

The Class A Common Stock issued pursuant to the Agreement will be sold in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act, in a transaction not involving a public offering.