WBD extends debt exchange deadline to March 2027, ties terms to pending Paramount acquisition

On May 27, 2026, Warner Bros. Discovery, Inc. (the “Company” or “WBD”) announced that its wholly-owned subsidiaries, Discovery Communications, LLC (“DCL”) and Discovery Global Holdings, Inc. (“DGH”, and together with DCL, the “Issuers”), had received the required consents (the “Requisite Consents”) for the adoption of certain proposed amendments (the “Proposed Amendments”) to the indentures governing the Notes (as defined below) in the previously announced Consent Solicitations (as defined below).

extend the deadline by which the Issuers are obligated to commence an offer for junior lien secured notes (“Junior Lien Exchange Notes”) of the Issuers to holders of the Notes in exchange for the Notes (the “Required Exchange Transactions”) from December 30, 2026 to the End Date (as defined in the Agreement and Plan of Merger (the “Merger Agreement”) governing the acquisition of WBD (the “Acquisition”) by Paramount Skydance Corporation (“Paramount”)), which is March 4, 2027 (as such date may be extended by the parties to the Merger Agreement); provided that if the Merger Agreement is validly terminated on or prior to such date, such deadline shall be the date that is the later of (x) December 30, 2026 and (y) 90 calendar days following the date on which the Merger Agreement is validly terminated

specify that either: (1) if the Acquisition is consummated, (a) such Junior Lien Exchange Notes will not include a restrictive liens covenant or a restricted debt prepayments covenant, (b) such Junior Lien Exchange Notes will be guaranteed on a senior basis by WBD and each subsidiary of the applicable Issuer that is an obligor under the senior secured funded debt facility ... with the lowest lien priority to which WBD is an obligor as of the consummation of the Acquisition (the “Applicable Take-Out Facility”), (c) such Junior Lien Exchange Notes will be secured by the assets of WBD, the applicable Issuer, and such applicable guarantor subsidiaries, with such modifications as deemed necessary or advisable by the applicable Issuer to reflect liens on such assets that are junior in priority to the Applicable Take-Out Facility, and (d) the requirement that the same principal amount of Junior Lien Exchange Notes be issued in exchange for the applicable Notes in the Required Exchange Transactions will be removed, or (2) if the Acquisition is not consummated or the Merger Agreement is validly terminated pursuant to its terms, such Junior Lien Exchange Notes will be substantially consistent (as determined by the applicable Issuer (in its sole discretion)) with the terms expressly set forth under the “Brief Description of the Junior Lien Exchange Notes” section of the offer to purchase and consent solicitation statement, dated as of June 9, 2025, subject to the modifications described in the Consent Solicitation Statement

Material Modification to Rights of Security Holders.

The disclosures set forth in Item 1.01 (including information incorporated therein by reference) are incorporated by reference into this Item 3.03.

On May 27, 2026, the Company issued a press release announcing the receipt of the Requisite Consents for the adoption of the Proposed Amendments to the indentures governing the applicable Notes in the previously announced Consent Solicitations.

Risks and uncertainties include, but are not limited to: the Issuers’ ability to settle the Consent Solicitations on the terms described herein or at all; the risk that the closing conditions for the Acquisition will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained or will be obtained subject to conditions that are not anticipated; the possibility that the transactions described herein will not be completed in the expected timeframe or at all; the occurrence of any event, change or other circumstances that could give rise to the termination of the Acquisition

risks and costs associated with the integration of, and Paramount’s ability to integrate, the businesses of Paramount Global, Skydance Media, LLC, and WBD successfully and to achieve anticipated synergies

Twenty-Fourth Supplemental Indenture, dated May 26, 2026, among DCL, as the issuer, the guarantors from time to time party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee

Press Release of Warner Bros. Discovery, Inc., dated May 27, 2026