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Warner Bros Discovery Inc

For the period ended Mar 31, 2025. Filed May 8, 2025.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Mar 31, 2025 · Filed May 8, 2025

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ITEM 5. Other Information

Disclosure of Trading Arrangements

Item 408(a) of Regulation S-K requires the Company to disclose whether any director or officer of the Company has adopted or terminated (i) any trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c); and/or (ii) any written trading arrangement that meets the requirements of a “non-Rule 10b5-1 trading arrangement” as defined in Item 408(c) of Regulation S-K. During the quarter ended March 31, 2025, the following activity occurred requiring disclosure under Item 408(a) of Regulation S-K:

Bruce Campbell, Chief Revenue and Strategy Officer, adopted a new Rule 10b5-1 trading arrangement on March 13, 2025. This trading arrangement has a termination date of March 31, 2026. Under the trading arrangement, up to (i)139,322 shares of common stock issuable upon the exercise of options expiring on March 1, 2031 and (ii)300,000 shares of common stock, for an aggregate of 439,322 shares of common stock, are available to be sold by the broker upon reaching pricing targets defined in the trading arrangement. The previously disclosed Rule 10b5-1 trading arrangement adopted on September 11, 2023 terminated on March 3, 2025 in accordance with its terms.

Gunnar Wiedenfels, Chief Financial Officer, adopted a new Rule 10b5-1 trading arrangement on March 4, 2025. This trading arrangement has a termination date of July 10, 2026. Under the trading arrangement, up to (i)444,420 shares of common stock, (ii)177,456 shares of common stock issuable upon the exercise of options expiring on March 1, 2030, and (iii)131,127 shares of common stock issuable upon the exercise of options expiring on March 1, 2031, for an aggregate of 753,003 shares of common stock, are available to be sold by the broker upon reaching pricing targets defined in the trading arrangement. The previously disclosed Rule 10b5-1 trading arrangement adopted on September 12, 2023 terminated on March 3, 2025 in accordance with its terms.

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