SEC Form DEF 14A filed by Warner Music Group Corp.

Dear WMG Shareholder:

It is my pleasure to invite you to our annual meeting, taking place on March 3, 2026. The attached proxy statement contains key information about the meeting’s agenda, as well as voting instructions.

We appreciate your important votes on the issues contained in this proxy statement.

In 2025, Warner Music Group successfully navigated a rapidly changing landscape while delivering profitable growth, improving our market share, and realigning our company for future success. We remained focused on the fundamentals that strengthen our business and protect the value of the music our artists and songwriters create and we continued to set the standard for artist development.

Innovation remained a central theme. Advances in AI brought new opportunities and new responsibilities, and our approach has been consistent. We support technological progress that respects artistic identity, operates with licensed data, and reflects the true value of music. Our partnerships and policy engagement this year continued to shape practical guardrails for the industry and reinforce a creator-first approach to innovation.

Throughout the year, we remained focused on running a disciplined, globally integrated organization. That means aligning strategic goals with execution, managing risk proactively, and operating efficiently across all parts of the company. These principles are core to how we grow market share, increase the value of music, and deliver durable performance while staying focused on what matters most: the music.

Against the backdrop of a healthy and growing industry that is seeing new opportunities emerge constantly, we are investing in our core music business to accelerate growth both organically and through accretive M&A. Additionally, we are improving efficiency to free up more capital to invest and enhance our margins all while focusing on thoughtful capital allocation.

As we look ahead, we remain confident in our strategy and in the opportunities ahead for music, technology, and global culture. Thank you to our artists, songwriters, partners, and teams who help drive this company forward. Together, we are building a Warner Music Group that is poised to deliver sustainable shareholder value.

On behalf of our Board of Directors, and our entire company, thank you for your support of WMG.

On behalf of the Board of Directors (the “Board”), I cordially invite you to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Warner Music Group Corp.

Tuesday, March 3, 2026 at 12:00 p.m., Eastern Time

www.virtualshareholdermeeting.com/WMG2026

We have adopted this technology to expand access to the meeting, improve communications and lower the cost to our stockholders, the Company and the environment. We believe that the virtual Annual Meeting should enable increased stockholder participation from locations around the world.

At the meeting, stockholders will consider and vote on the following matters:

The Board recommends that you vote “FOR” the election of each of the nominees named in Proposal 1 (Robert Kyncl, Lincoln Benet, Len Blavatnik, Val Blavatnik, Mathias Döpfner, Nancy Dubuc, Noreena Hertz, Ynon Kreiz, Ceci Kurzman, Michael Lynton and Donald A. Wagner) and “FOR” Proposal 2. Information about the matters to be acted upon at the Annual Meeting is contained in the accompanying Proxy Statement.

Stockholders of record holding shares of Class A common stock, par value $0.001 per share (the “Class A Common Stock”) and shares of Class B common stock, par value $0.001 per share (the “Class B Common Stock”), of the Company (together, the “Shares”) as of the close of business on January 6, 2026 (the “Record Date”) are entitled to vote at the Annual Meeting.

Beneficial owners whose Shares are held at a brokerage firm or by a bank or other nominee should follow the voting instructions that they received from the nominee.

This notice is being delivered to the holders of Shares as of the close of business on January 6, 2026, the record date fixed by the Board for the purposes of determining the stockholders of the Company entitled to receive notice of and to vote at the Annual Meeting, and constitutes notice of the Annual Meeting under Delaware law. Proxy materials or a Notice of Internet Availability were first made available, sent or given to the Company’s stockholders on or about January 20, 2026.

The accompanying Proxy Statement, our 2025 Annual Report to Stockholders and directions on how to participate in the Annual Meeting are available at https://investors.wmg.com/investor-overview.

As used in this Proxy Statement, “we,” “us,” “our” and the “Company” mean Warner Music Group Corp. and its consolidated subsidiaries, unless the context refers only to Warner Music Group Corp. as a corporate entity. We also use the following terms:

This section summarizes important information contained in this Proxy Statement and in our 2025 Annual Report to Stockholders (the “Annual Report”), but does not contain all the information that you should consider when casting your vote. Please review the entire Proxy Statement and the Annual Report carefully before voting.

The fundamental duty of the Board is to oversee the Company for the benefit of our stockholders. It is essential that the Board be composed of directors who are qualified to oversee the development and execution by our management of our business strategies. The Board seeks directors who possess a broad range of skills, expertise and perspectives. The composition of the Board, as reflected in the tables and charts below, demonstrates our commitment to these principles.

Below is our current Board as of January 20, 2026.

Our dual class capital structure aligns with that of other controlled public companies and reflects the influence and control of Access. However, we have proactively put the following governance structures in place that we believe contribute to more effective corporate governance and independent oversight, even though these are not requirements for controlled public companies:

The Board seeks directors who possess a broad range of skills, experience, expertise and perspectives that position the Board to effectively oversee the Company’s strategies and risks. Our directors were carefully selected for their mix of skills and expertise, which align with, and facilitate effective oversight of, the Company’s strategy. Our directors possess substantive skills and experience in the following key areas, which are relevant to the Board’s oversight of the Company, including the music and entertainment industries; senior management; audit and accounting; public company board service; capital markets and corporate finance and strategic business planning.

The Board believes that a diverse Board is better able to effectively oversee our management and strategy and position the Company to deliver long-term value for our stockholders. The Board considers diversity, including gender and ethnic diversity, as adding to the overall mix of perspectives of the Board as a whole. With the assistance of the Nominating and Corporate Governance Committee, the Board regularly reviews trends in board composition, including on director diversity.

The Board has nominated each of our eleven directors, Robert Kyncl, Lincoln Benet, Len Blavatnik, Val Blavatnik, Mathias Döpfner, Nancy Dubuc, Noreena Hertz, Ynon Kreiz, Ceci Kurzman, Michael Lynton and Donald A. Wagner, for election at the Annual Meeting to serve until the 2027 annual meeting or until their successors are elected or have been qualified. The Board believes that each of these nominees has the necessary skills and experience to effectively oversee our business. As of the date of this Proxy Statement, each of these nominees currently serves as a director. Each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected.

The Board recommends that you vote FOR the election of each of Robert Kyncl, Lincoln Benet, Len Blavatnik, Val Blavatnik, Mathias Döpfner, Nancy Dubuc, Noreena Hertz, Ynon Kreiz, Ceci Kurzman, Michael Lynton and Donald A. Wagner.

The Board is currently composed of eleven directors. A biography of each director nominee and a description of each director’s skills and qualifications follow this proposal.

All director nominees will stand for election for a one-year term that expires at the 2027 Annual Meeting of Stockholders.

Unless otherwise instructed, the proxyholders will vote proxies FOR the nominees of the Board. The Board has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. However, if any of the Board’s nominees should become unable for any reason or unwilling to serve as a director at any point before the Annual Meeting or any adjournment or postponement of the meeting, the Board may reduce the size of the Board or nominate another candidate for election as a director. If the Board nominates a new candidate, unless otherwise provided, the form of proxy attached to this Proxy Statement permits the proxyholders to use their discretion to vote for that candidate.

The following table sets forth certain information concerning the beneficial ownership of the Company’s common stock as of January 6, 2026 by (i) each person known to own beneficially more than five percent of our common stock; (ii) each of our directors; (iii) each of our named executive officers (as defined in “Executive Compensation—Compensation Discussion and Analysis” herein); and (iv) all of our current executive officers and directors as a group. Except as otherwise indicated, the business address of each stockholder listed on the table below is c/o Warner Music Group Corp., 1633 Broadway, New York, New York 10019.

The amounts and percentages of shares beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under SEC rules, a person is deemed to be a “beneficial owner” of a security if that person has or shares voting power or investment power, which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest.

Percentage computations are based on 146,960,699 shares of our Class A Common Stock and 375,380,313 shares of our Class B Common Stock outstanding as of January 6, 2026.

The Audit Committee is responsible for the appointment, compensation, retention and oversight of our independent registered public accounting firm (“independent auditor”) and annually evaluates the independent auditor’s qualifications, performance and independence.

The Audit Committee has appointed KPMG LLP (“KPMG”) as our independent auditor for fiscal year 2026. KPMG has served as the independent auditor for the Company since 2015. KPMG’s background knowledge of the Company, combined with its industry expertise, has enabled it to carry out its audits of our financial statements with effectiveness and efficiency. The members of the Audit Committee believe that the continued retention of KPMG as our independent auditor is in the best interest of the Company and its stockholders. In determining whether to reappoint KPMG, the Audit Committee considered factors such as:

The Audit Committee is involved in the selection of KPMG’s lead engagement partner and ensures that the lead partner’s engagement is limited to no more than five consecutive years of service in that role (in accordance with SEC rules). The current lead KPMG engagement partner is eligible to serve in that capacity through the end of the fiscal year 2027 audit.

We request that our stockholders ratify the appointment of KPMG as our independent auditor for fiscal year 2026. If the stockholders do not ratify such appointment, the Audit Committee will take note and may reconsider its retention of KPMG. If such appointment is ratified, the Audit Committee will still have the discretion to replace KPMG at any time during the year. Representatives of KPMG are expected to be present at the Annual Meeting and will have the opportunity to make a statement. They will also be available to respond to questions from stockholders regarding their audit of our consolidated financial statements and their audit of our internal control over financial reporting for fiscal year 2025.

The Board recommends that stockholders vote FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for fiscal year 2026.

The following table sets forth the aggregate fees incurred to KPMG LLP for services rendered in connection with the consolidated financial statements, and reports for the fiscal years ended September 30, 2025 and September 30, 2024 on behalf of the Company and its subsidiaries, as well as all out-of-pocket costs incurred in connection with these services (in thousands):

These fees exclude out-of-pocket costs of approximately $0.09 million and $0.09 million for the periods ended September 30, 2025 and September 30, 2024, respectively.

Audit Fees: Consists of fees billed for professional services rendered for the audit of the Company’s consolidated financial statements, the audit of the Company’s internal control over financial reporting, the review of the interim condensed consolidated financial statements included in quarterly reports and services that are normally provided by KPMG LLP in connection with statutory and regulatory filings or engagements and attest services, except those not required by statute or regulation.

Audit-Related Fees: Consists of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation, consultations concerning financial accounting and reporting standards and implementation of new accounting standards.

Tax Fees: Consists of work performed in connection with tax compliance and advisory services.

The Audit Committee has adopted the Audit Committee Pre-Approval Policy (the “Pre-Approval Policy”), which requires its pre-approval of all audit and permitted non-audit services to be provided to the Company by the independent auditor to ensure that the provision of such services does not impair the auditor’s independence. The Pre-Approval Policy sets forth pre-approval procedures. Pursuant to the Pre-Approval Policy, the Audit Committee will pre-approve the audit, audit-related, tax and permissible non-audit services that it believes would not impair the independence of the auditor. In addition, the Pre-Approval Policy delegates authority to the Audit Committee Chairperson, and may delegate to one or more of its other members, authority to pre-approve audit and permitted non-audit services. The Chairperson and any other member or members to whom such authority is delegated will report any pre-approval decisions to the Audit Committee at its next scheduled meeting. Pre-approval fee levels for services to be provided by the independent auditor are established or revised quarterly by the Audit Committee. The Audit Committee approved all audit and other permitted non-audit services provided by KPMG for fiscal year 2025 and the costs of those services.

The Audit Committee operates under a written charter adopted by the Board. The Audit Committee currently consists of three directors, all of whom are independent directors under The Nasdaq Stock Market LLC (“Nasdaq”) rules (Nancy Dubuc, Noreena Hertz and Ceci Kurzman).

The Board has determined that all three members of the Audit Committee have the requisite experience to be designated an audit committee financial expert as such term is defined under Item 407(d)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”) and the applicable standards of Nasdaq.

Management is responsible for the preparation and presentation of the Company’s financial statements and the reporting process, for its accounting policies and procedures, and for the establishment of effective internal controls and procedures.

The primary duties of the Audit Committee are (i) to assist the Board’s oversight of (a) the accounting, internal controls, financial and external reporting policies and practices of the Company; (b) the quality and integrity of the Company’s financial statements and related disclosure; (c) the independent auditor’s qualifications and independence; (d) the evaluation and management of the Company’s financial risks; (e) the performance of the Company’s internal audit function and independent auditor; and (f) the Company’s compliance with legal and regulatory requirements; and (ii) the preparation of the report of the Committee required to be included in the Company’s annual proxy statement under the rules of the SEC.

The independent auditor is responsible for performing an independent audit of the Company’s financial statements and internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board (“PCAOB”), and the independent auditor issues a report with respect to the audit. The independent auditor must express an opinion as to the conformity of our financial statements with U.S. generally accepted accounting principles and the effectiveness of our internal controls over financial reporting. The independent auditor regularly affirms to the Audit Committee that it remains independent from the Company.

The Audit Committee regularly meets with the independent auditor, both in general session and in executive session, to discuss the Company’s financial reporting processes, internal control over financial reporting, disclosure controls and procedures, required communications to the Audit Committee, fraud risks and any other matters that the Committee or the independent auditor deem appropriate.

More information on the Audit Committee and its responsibilities is included in the Audit Committee Charter available on the Company’s website at https://investors.wmg.com/governance/governance-documents/default.aspx .

In the performance of its oversight function, the Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements for fiscal year 2025 with each of management and the independent auditor. The Audit Committee and the independent auditor have also discussed the matters required to be discussed by them under the applicable rules of the PCAOB.

The Audit Committee has received from our independent auditor the written disclosures and the letters required by the applicable rules of the PCAOB, as currently in effect, regarding the firm’s communications with the Audit Committee relating to independence, and it has discussed the independent auditor’s independence with the independent auditor. The Audit Committee has also considered whether the provision of non-audit services by KPMG is compatible with maintaining the firm’s independence.

Based on the review and discussions described in this Audit Committee Report, the Audit Committee recommended to the Board that the audited financial statements for fiscal year 2025 be included in the Annual Report on Form 10-K for fiscal year 2025 as filed with the SEC.

This compensation discussion and analysis provides information about the material elements of compensation that are paid, awarded to, or earned by our “named executive officers,” who consist of our principal executive officer, our principal financial officer, our former principal financial officer and our three other most highly compensated executive officers for fiscal year 2025. Our named executive officers (“NEOs”) for fiscal year 2025 are:

As previously disclosed, on May 5, 2025, Armin Zerza was appointed as our CFO, succeeding Mr. Castellani (see “Executive Officers” below). From May 5, 2025 to September 30, 2025, Mr. Castellani served as a senior advisor to the Company.

The Compensation Committee is responsible for overseeing our compensation programs. As part of that responsibility, the Compensation Committee determines all compensation for the Company’s executive officers. For executive officers other than the CEO, the Compensation Committee considers the recommendation of the CEO and the Executive Vice President and Chief People Officer in making its compensation determinations. The Committee interacts regularly with management regarding our executive compensation initiatives and programs. The Compensation Committee has the authority to engage its own advisors, including compensation consultants. During fiscal year 2025, the Compensation Committee used the services of Frederic W. Cook & Co. (“FW Cook”) to assist with developing and evaluating our compensation arrangements with our CEO. In engaging FW Cook, the Compensation Committee determined that FW Cook did not have any economic interest or other relationship that would create a conflict with its services to the Compensation Committee.

Our executive team consists of individuals with extensive industry expertise, creative vision, strategic and operational skills, in-depth company knowledge, financial acumen and high ethical standards. We are committed to providing competitive compensation packages to ensure that we retain these executives and maintain and strengthen our position as a leading global music entertainment company.

Our executive compensation programs and the decisions made by the Compensation Committee are designed to achieve these goals. For fiscal year 2025, the compensation for the Company’s NEOs (the executive officers for whom disclosure of compensation is provided in the tables below) consisted of base salary, annual bonuses and equity incentives. Our NEOs were granted equity awards under the Warner Music Group Corp. 2020 Omnibus Incentive Plan (the “Omnibus Incentive Plan”) pursuant to which we grant long-term equity incentive compensation to our directors, officers and other employees. Our NEOs do not receive any other compensation or benefits other than standard benefits available to all U.S. employees, which primarily consist of health plans, the opportunity to participate in the Company’s 401(k) plan and deferred compensation plans, basic life insurance and accidental death insurance coverage.

For fiscal year 2025, in determining the compensation of our NEOs, the Compensation Committee sought to establish a level of compensation that is (a) appropriate for the size and financial condition of the Company; (b) structured so as to attract and retain qualified executives; and (c) tied to annual financial performance and long-term shareholder value creation.

The Company’s employment arrangements with each of our NEOs establish each executive’s base salary as well as a discretionary or target annual equity incentive award and a discretionary or target annual bonus, as further described under “Summary of NEO Employment Arrangements” below.

We design our executive compensation programs to attract talented executives to join the Company and to motivate them to position us for long-term success, achieve superior operating results and increase stockholder value, and we are continuing to do this as a public company. To realize these objectives, the Compensation Committee and management focus on the following key factors when considering the amount and structure of the compensation arrangements for our executives:

In fiscal year 2025, we had employment agreements with all of our NEOs, the key terms of which are described below under “Summary of NEO Employment Arrangements.” We believe that having employment agreements with our executives can be beneficial to us because it provides retentive value, requires them to comply with key restrictive covenants, and may give us some competitive advantage in the recruiting process over a company that does not offer employment agreements. Our employment agreements set forth the terms and conditions of employment and establish the components of an executive’s compensation, which generally include the following:

The following describes the components of our NEO compensation arrangements and why each is included in our executive compensation programs.

The cash base salary an NEO receives is determined by the Compensation Committee after considering the individual’s compensation history, the range of salaries for similar positions, the individual’s expertise and experience, and other factors the Compensation Committee believes are important, such as whether we are trying to attract the executive from another opportunity and, for executive officers other than Mr. Kyncl, the recommendation of the CEO and the Executive Vice President and Chief People Officer. The Compensation Committee believes it is appropriate for executives to receive a competitive level of guaranteed compensation in the form of base salary and determines the initial base salary by taking into account recommendations from management and, if deemed necessary, the Compensation Committee’s independent compensation consultant.

Each of our NEOs was paid a base salary in accordance with the terms of their respective employment agreement for fiscal year 2025.

The Compensation Committee directly links the amount of the annual cash bonuses we pay to our financial performance for the particular year.

For fiscal year 2025, Mr. Kyncl had an annual target bonus amount of $3,000,000, Mr. Zerza had an annual target bonus amount of $1,800,000, Mr. Castellani had an annual target bonus of $1,100,000, Ms. Higginson had an annual target bonus amount of $1,137,500, Ms. Marshall had an annual target bonus amount of $2,187,500, and Mr. Moot had an annual target bonus amount of $2,187,500, in each case as set forth in the NEO’s employment agreement. The actual amount of the annual bonuses are determined in the discretion of the Compensation Committee and may be higher or lower than their target amounts. The amounts of the annual bonuses for fiscal year 2025 are set forth below under the “Bonus” column in the Summary Compensation Table.

Mr. Kyncl’s annual bonus was determined by the Compensation Committee. For Mr. Zerza, Mr. Castellani, Ms. Higginson, Ms. Marshall and Mr. Moot, the Compensation Committee considered the recommendation of the CEO and the Executive Vice President and Chief People Officer in making its bonus determinations. The annual bonuses for our NEOs were based on their bonus targets, corporate performance and other discretionary factors, including achievement of strategic objectives and other goals. A variety of qualitative and quantitative factors that vary by year and are given different weights in different years depending on the facts and circumstances considered, with no single factor predominant in the overall bonus determination. The factors considered by the Compensation Committee in connection with fiscal year 2025 bonuses are discussed in more detail below. Mr. Zerza’s annual bonus was prorated for his partial year of service during fiscal year 2025, in accordance with the terms of his employment agreement, as further described below.

For fiscal year 2025, after considering the factors described above and management’s recommendations, the Compensation Committee determined that the annual bonuses for Mr. Kyncl, Mr. Zerza, Ms. Higginson, Ms. Marshall, Mr. Moot, and Mr. Castellani would be set at amounts equal to $3,202,480, $847,648, $1,357,399, $2,287,500, $2,287,500, and $1,119,243, respectively. The bonus amounts reflected the Compensation Committee’s and management’s assessment of the Company’s overall corporate performance and an evaluation of the contributions by these executives to the Company’s performance during the fiscal year. Specifically, the Compensation Committee set the amount of Mr. Kyncl’s annual bonus after considering the quality of his individual performance in establishing strategic direction, building a management team and leading effectively as well as the performance of the Company. The Compensation Committee set the amount of Mr. Zerza’s annual bonus upon the recommendation of our CEO after considering the quality of his individual performance in running the company-wide finance function, and taking into account other qualitative factors including performance in internal and public financial reporting, budgeting and forecasting processes, compliance and infrastructure and investment and cost-savings initiatives as well as the performance of the Company. The Compensation Committee set the amount of Ms. Higginson’s annual bonus after considering the quality of her individual performance overseeing the

Company’s global digital partnerships, as well as the performance of the Company. The Compensation Committee set the amounts of Mr. Moot’s and Ms. Marshall’s annual bonuses after considering the quality of their individual performance as co-leaders of Warner Chappell Music, as well as the performance of the Company.

Other non-financial factors taken into account by the Compensation Committee in setting these bonus amounts for fiscal year 2025 included, among other items, providing strategic leadership and direction for the Company, including corporate governance matters, managing the strategic direction of the Company and communicating to investors and other important constituencies.

Our directors and employees, including our NEOs, are eligible to receive awards under our Omnibus Incentive Plan.

In January 2025, the Compensation Committee made grants of long-term incentives under our Omnibus Incentive Plan to our NEOs, referred to below as the “FY 2025 Awards.”

The Company amended Mr. Kyncl’s employment agreement on January 2, 2025 and November 24, 2025 (See “Summary of NEO Employment Arrangements—Employment Agreement with Robert Kyncl”). Under his employment agreement as amended during fiscal year 2025, Mr. Kyncl is entitled to receive an annual grant of restricted stock units, each representing the right to acquire on vesting one share of our common stock (“RSUs”), having a target value of $10,600,000, with the actual award value to be determined each year by the Board based on factors including the strength of Mr. Kyncl’s performance and the performance of the Company. Accordingly, the FY 2025 Awards granted to Mr. Kyncl in January 2025 include 344,156 RSUs, representing an aggregate pre-tax value of $10,600,00 based on a price per share of $30.80, which was the average closing price per share of our common stock over the six months prior to the grant date.

Under Mr. Zerza’s employment agreement, Mr. Zerza was entitled to receive an annual grant of RSUs with an aggregate pre-tax, grant date target value of $6,000,000. Accordingly, the FY 2025 Awards granted to Mr. Zerza in May 2025 in connection with the commencement of his employment include 218,341 RSUs, representing an aggregate pre-tax value of $6,000,010 based on a price per share of $27.48, which was the closing price per share of our common stock on the grant date.

Our NEOs other than Mr. Kyncl and Mr. Zerza also received long-term incentive awards under our Omnibus Incentive Plan consisting of RSUs. The RSUs granted to each of our NEOs in fiscal year 2025 (the “FY 2025 RSUs”) vest in four equal installments of 25% on each of the first four anniversaries of the grant date, subject to the grantee’s continued employment with the Company. Following a qualifying retirement, the RSUs will remain outstanding and will settle into shares of our common stock on the scheduled vesting dates subject to the grantee’s continued noncompetition with the Company. If the grantee’s employment is terminated by the Company without “cause” or by the grantee for “good reason,” a pro rata portion of the award will vest and the unvested portion of the award will remain outstanding and will become vested on their originally scheduled vesting date subject to the participant’s compliance with the restrictive covenants set forth in their award agreement, or if sooner, upon the occurrence of a change in control or the participant’s disability or death. See “Potential Payments upon Termination or Change in Control” below.

The number of RSUs granted to our NEOs other than Mr. Kyncl and Mr. Zerza was determined based on an evaluation of the overall mix of base pay and long-term incentives for these NEOs and an assessment of compensation data among similarly situated executives at our competitors. We believe that the RSUs and their accompanying vesting schedule will align the interests of the NEOs with those of our shareholders, and help us retain executives who are critical to the successful execution of our business strategy.

The FY 2025 RSUs granted to our NEOs are set forth in the following table:

In connection with his departure, Mr. Castellani also received an award of 33,411 RSUs on September 30, 2025 in respect of his service during the 2025 fiscal year, in lieu of an award of FY 2026 RSUs (as defined below).

Mr. Zerza’s employment agreement also provided for a one-time award of Options having an aggregate pre-tax, grant date target value of $4,000,000, vesting in four equal installments on each of the first four anniversaries of the grant date. Accordingly, Mr. Zerza received an award of 471,698 Options in May 2025 having an exercise price of $27.48, which was the closing price per share of our common stock on the grant date.

In January 2026, following the end of fiscal year 2025, the Compensation Committee made grants of long-term incentives to certain of our NEOs, referred to below as the “FY 2026 Awards.” Mr. Zerza will be eligible to receive a grant of FY 2026 Awards in May 2026, following the first anniversary of his start date.

The FY 2026 Awards included RSUs (the “FY 2026 RSUs”) having terms substantially consistent with the FY 2025 RSUs. The FY 2026 RSUs granted to our NEOs other than Mr. Zerza are set forth in the following table:

In addition to the FY 2026 RSUs, Ms. Higginson, Ms. Marshall and Mr. Moot received one-time grants in January 2026 of 44,857 RSUs, 64,082 RSUs, and 64,082 RSUs, respectively, having terms consistent with the FY 2026 RSUs. These one-time awards were intended to recognize these NEOs’ commitment and performance implementing transformative change at the Company in a short span of a time and shaping the Company’s continuous growth path. We believe these awards will provide strong retention and motivation incentives.

Under Mr. Kyncl’s employment agreement as amended during fiscal year 2025 (See “Summary of NEO Employment Arrangements—Employment Agreement with Robert Kyncl”), Mr. Kyncl is entitled to receive an annual grant of performance share units (“PSUs”) having a target value of $5,000,000, in addition to the annual grant of RSUs described above. Accordingly, in January 2026, Mr. Kyncl received an award consisting of 173,130 PSUs at “target” levels of achievement (the “2026 PSU Award”). The 2026 PSU Award will vest on the third anniversary of the grant date subject to Mr. Kyncl’s continued employment, with the actual number of shares of our common stock earned to be determined based on the achievement of financial and long-term goals established by the Company. One third of the number of shares earned in respect of the 2026 PSU Award will be based on the achievement of long-term corporate key performance indicator targets during each of the three fiscal years during

the performance period. The targets for the first year of the performance period of the 2026 PSU Award will be revenue and Operating Income Before Depreciation and Amortization achievement measured against Company’s fiscal year 2026 budget, as approved by the Board. Each annual award of PSUs will be eligible to earn a number of shares of our common stock from 0% to 200% of the target based on achievement of target during the performance period, with one third of the payout based on achievement of targets set for each of the three fiscal years during the performance period. We believe that the performance targets and vesting period of the PSUs encourage and reward performance and align Mr. Kyncl’s interests with those of our shareholders.

In addition to the FY 2026 RSUs, on November 24, 2025, Mr. Kyncl received a one-time award of 1,584,167 options to purchase shares of our common stock (“Options”) pursuant to his employment agreement, as amended during fiscal year 2026. The Options consist of three tranches, each having a grant date fair market value of $3,333,333. The Options have a seven-year term and an exercise price of $29.34, which is equal to the volume-weighted average price of a share of our common stock on the grant date. The Options vest in equal annual installments on each of the first three anniversaries of the grant date subject to Mr. Kyncl’s continued employment, and will become exercisable subject to the achievement of performance conditions requiring that, for at least 20 consecutive trading days within three years from the grant date, the closing price of a share of our common stock must exceed the level that would result in a total shareholder return of 8% (with respect to 497,074 of the Options), 10% (with respect to 525,800 of the Options), and 12% (with respect to 561,293 of the Options), in each case as measured from the grant date.

On each of December 3, 2024, March 4, 2025, June 3, 2025 and September 3, 2025, we paid a cash dividend to our stockholders on all of the issued and outstanding shares of our common stock. In fiscal year 2025, our NEOs received cash dividend equivalent payments in respect of their outstanding RSUs. In addition, Mr. Kyncl’s PSUs include dividend equivalent rights, which provide that the number of his outstanding PSUs will be increased based on the amount of cash dividends paid on shares of our common stock during the performance period of the PSUs. The value of dividends and dividend equivalents payable on our RSU and PSU awards is reflected in the grant date fair value in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“FASB ASC Topic 718”).

Where appropriate, and after taking into account various considerations, including that certain incentives may have competing advantages, we structure our executive employment arrangements and compensation programs to allow us to take deductions to the greatest extent possible for the compensation we pay to our executives.

Section 162(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), limits tax deductions relating to executive compensation of certain executives of publicly held companies. For fiscal year 2025, the Compensation Committee reviewed and considered the deductibility of executive compensation under Section 162(m) of the Code. However, it is expected that the Compensation Committee will authorize compensation payments that are not deductible for federal income tax purposes when the Committee believes that such payments are appropriate to attract, retain and incentivize executive talent.

Our NEOs also receive health coverage, life insurance, disability benefits and, generally, other similar benefits in the same manner as our U.S. employees.

We offer a tax-qualified 401(k) plan to our U.S. employees and we offer a non-qualified deferred compensation plan to select employees of the Company as selected by the Company each year. All of our NEOs were eligible to participate in the non-qualified deferred compensation plan during fiscal year 2025, but none elected to do so.

In accordance with the terms of the Company’s 401(k) plan, the Company matches, in cash, 50% of the first 8% of each plan participant’s contributions to the plan, up to 4% of eligible pay, with a limit of up to $14,000 in 2025, whichever is less. Employees can contribute up to the maximum IRS pre-tax deferral of $23,500 in 2025 (with a catch up of $7,500

in 2025 in the case of participants age 50 or greater and $11,250 in the case of participants age 60 to 63). The matching contributions made by the Company begin immediately upon the participant’s enrollment in the plan and are subject to vesting, based on continued employment, with one third scheduled to vest on each of the first, second, and third anniversaries of the employee’s date of hire.

We generally do not provide perquisites to our NEOs, although, in fiscal year 2025, Mr. Kyncl received relocation benefits and Mr. Moot was reimbursed for certain tax preparation costs. See the Summary Compensation Table below for a summary of compensation received by our NEOs, including any perquisites received in fiscal year 2025.

The Company has adopted an Insider Trading Policy. Through this policy, we prohibit our directors, executive officers and employees from engaging in hedging, pledging or short sales with respect to Company securities.

The Compensation Committee has reviewed and discussed the CD&A included in this Proxy Statement with members of management, and based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the CD&A be included in this Proxy Statement.

The following table provides summary information concerning compensation paid or accrued by us to or, on behalf of, our NEOs, for services rendered to us during the specified fiscal year.

The following table sets forth information concerning grants of plan-based awards to each of our NEOs during fiscal year 2025. In January 2025, the Compensation Committee granted RSUs to each of our NEOs except Mr. Zerza, who received a grant of RSUs in May 2025 in connection with his commencement of employment. See “Compensation Discussion & Analysis—Long-Term Equity Incentives.”

This section describes employment arrangements in effect for our NEOs during fiscal year 2025. Potential payments under the severance agreements and arrangements described below are provided in the section entitled “Potential Payments upon Termination or Change In Control.” In addition, for a summary of the meanings of “cause” and “good reason” as discussed below, see “Termination for ‘Cause”’ and “Resignation for ‘Good Reason’ or without ‘Good Reason”’ below.

During fiscal year 2025, Mr. Kyncl was party to an employment agreement with the Company. Mr. Kyncl’s employment agreement has an indefinite term, subject to termination by Mr. Kyncl or the Company on nine months’ advance written notice, and includes non-competition covenants during Mr. Kyncl’s employment and non-solicitation covenants applicable during and for 12 months following Mr. Kyncl’s employment.

The employment agreement provides for a base salary of $2,000,000, a target annual cash bonus of $3,000,000 (with the actual award value to be determined by the Compensation Committee in its sole discretion based on factors including the strength of Mr. Kyncl’s performance and the performance of the Company).

Mr. Kyncl’s employment agreement further provided that, if Mr. Kyncl’s employment is terminated by the Company without “cause” or by Mr. Kyncl for “good reason,” subject to his execution of a release of claims in favor of the Company, he would receive a severance payment of $15,000,000 (which corresponded to the value of his total annual target cash and equity compensation), a pro rata annual bonus for the year of termination, an amount equal to the Company’s good faith estimate of Mr. Kyncl’s out-of-pocket cost for COBRA health plan continuation coverage for 12 months including a tax gross-up on such out-of-pocket cost, and pro rata vesting of his then-outstanding PSUs and options, with any remaining unvested options to remain outstanding and subject to vesting on their original vesting schedule provided, for the options, that Mr. Kyncl continue to comply with the non-competition and non-solicitation terms of the Option award agreement. If Mr. Kyncl’s employment is terminated by the Company without “cause” or by Mr. Kyncl for “good reason” within one year following a

“change in control” of the Company, all of Mr. Kyncl’s outstanding, unvested equity awards will become fully vested. If Mr. Kyncl resigns voluntarily and provides at least nine months’ advance written notice to the Company, he will receive a pro rata bonus for the year of termination and pro rata vesting of his outstanding PSUs, but will not receive additional severance payments.

On January 2, 2025, the Company amended Mr. Kyncl’s employment agreement to provide that, beginning with fiscal year 2025, in lieu of an annual grant of PSUs having a grant date value of $10,000,000, Mr. Kyncl would receive an annual grant of RSUs having terms consistent with the RSUs granted to the Company’s other senior executives. The target value of each annual RSU award is $10,600,000, with the actual award value to be determined each year by the Board in its sole discretion based on factors including the strength of Mr. Kyncl’s performance and the performance of the Company.

Mr. Kyncl’s employment agreement with the Company also provided for a one-time award of Options with a target pre-tax, grant date value of $10,000,000. On November 24, 2025, the Company further amended the employment agreement (the “Amendment”) to provide that this one-time award of Options would be granted on November 24, 2025, and would consist of three tranches, each having a grant date fair market value of $3,333,333. The Amendment also provided that the three tranches of Options include performance conditions requiring that, for at least 20 consecutive trading days within three years from November 24, 2025, the closing price of a share of the Company’s Common Stock must exceed the level that would result in a total shareholder return of 8%, 10%, and 12%, respectively, from the grant date (the “Performance Conditions”). Further, the Amendment provided that the Options (i) have a seven-year term, (ii) have an exercise price equal to the volume-weighted average price of a share of the Company’s Common Stock on November 24, 2025, (iii) will vest in equal annual installments on each of the first three anniversaries of the grant date, and (iv) will become exercisable subject to the achievement of the Performance Conditions. See “Long-Term Incentive Awards Granted to NEOs in Fiscal Year 2025.”

The Amendment also provides for an annual grant of PSUs having a target value of $5,000,000, with the first grant to be made in January 2026. Each annual PSU award will vest on the third anniversary of the grant date subject to Mr. Kyncl’s continued employment, with the actual number of shares of the Company’s common stock earned to be determined based on the achievement of financial and long-term goals to be established by the Company.

The Amendment also provides that, if Mr. Kyncl’s employment is terminated by the Company without “cause” or by Mr. Kyncl for “good reason,” the cash portion of his severance entitlement will be equal to the value of his total annual target cash and equity compensation, an amount equal to the Company’s good faith estimate of Mr. Kyncl’s out-of-pocket cost for COBRA health plan continuation coverage for 12 months (including a tax gross-up for such out-of-pocket cost), and a pro rata annual bonus for the year of termination.

During fiscal year 2025, Mr. Zerza was party to an employment agreement with us that provided, among other things, for the following:

The employment agreement with Mr. Zerza also provided for a one-time signing bonus payment of $1,000,000 and a one-time award of Options with an aggregate pre-tax, grant date target value of $4,000,000, subject to vesting in four equal installments on each of the first four anniversaries of the grant date.

Mr. Zerza’s agreement also provides that, in the event his employment is terminated by the Company without “cause” or by Mr. Zerza for “good reason,” he will receive cash severance benefits equal to 18 months of his base salary paid over 12 months and 100% of his target bonus for the fiscal year of termination and, if such termination occurs within 12 months following a change in control of the Company, an additional payment of $9,000,000. If Mr. Zerza’s employment is terminated in connection with a change of control of the Company, Mr. Zerza will receive 12 months of his total annual compensation (salary plus target bonus plus RSU target) in cash paid over 12 months. If, at the end of the term, there is a “qualifying non-renewal,” Mr. Zerza will receive 12 months of his base salary paid over 12 months and a prorated bonus for the fiscal year of termination.

Mr. Zerza’s employment agreement also contains standard covenants relating to confidentiality and a one-year post-employment non-solicitation covenant.

During fiscal year 2025, Mr. Castellani was party to an employment agreement with us that provided, among other things, for the following:

The employment agreement further provided that, if Mr. Castellani’s employment were terminated by the Company without “cause” or by Mr. Castellani for “good reason,” subject to his execution of a release of claims in favor of the Company, he would receive continued payment of his base salary for a period of 12 months, a pro rata portion of his annual bonus for the year of termination based on actual performance, and the Company would pay his premiums for the first twelve months of COBRA health plan continuation coverage.

Mr. Castellani’s employment agreement also contained standard covenants relating to confidentiality and a one-year post-employment non-solicitation covenant.

As previously disclosed, Mr. Zerza succeeded Mr. Castellani as our CFO on May 5, 2025. Following his employment, Mr. Castellani received the severance benefits described above.

During fiscal year 2025, Ms. Higginson was party to an employment agreement with us that provided, among other things, for the following:

Ms. Higginson’s employment agreement also provided for a signing and retention bonus in the amount of $1,250,000, with $625,000 of such amount payable upon commencement of employment and the remaining $625,000 payable on November 1, 2025, the first anniversary of Ms. Higginson’s start date, subject to her continued employment through such date.

The employment agreement further provides that, if Ms. Higginson’s employment is terminated by the Company without “cause” or by Ms. Higginson for “good reason,” subject to her execution of a release of claims in favor of the Company, she will receive continued payment of her base salary for a period of 12 months, a pro rata portion of her annual bonus for the year of termination, and the Company will pay her premiums for the first four months of COBRA health plan continuation coverage.

Ms. Higginson’s employment agreement also contains standard covenants relating to confidentiality and a one-year post-employment non-solicitation covenant.

During fiscal year 2025, Ms. Marshall was party to an employment agreement with us that provided, among other things, for the following:

In the event we terminate her employment for any reason other than for “cause” (as defined in her employment agreement), death or disability or if Ms. Marshall terminates her employment for “good reason” (as defined in her employment agreement), Ms. Marshall will be entitled to severance benefits equal to 18 months of her annual base salary plus a discretionary pro-rata bonus (as determined by the Company in good faith) and continued participation in the Company’s group health and life insurance plans for the month of termination. However, if we elect to not renew her employment agreement at the end of its term, she will be paid the severance that would be payable to her under our severance policy if she did not have an employment agreement.

Ms. Marshall’s employment agreement also contains standard covenants relating to confidentiality and a one-year post-employment non-solicitation covenant.

During fiscal year 2025, Mr. Moot was party to an employment agreement with us that provided, among other things, for the following:

In the event we terminate his employment for any reason other than for “cause” (as defined in his employment agreement), death or disability or if Mr. Moot terminates his employment for “good reason” (as defined in his employment agreement), Mr. Moot will be entitled to severance benefits equal to 18 months of his annual base salary plus a discretionary prorated bonus (as determined by the Company in good faith), up to $75,000 in relocation assistance to move from Los Angeles, California to London, U.K. and continued participation in the Company’s group health and life insurance plans for the month of termination. However, if we elect to not renew his employment agreement at the end of its term, he will be paid 12 months of annual base salary.

Mr. Moot’s employment agreement also contains standard covenants relating to confidentiality and a one-year post-employment non-solicitation covenant.