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    Warner Bros. Discovery Inc. filed SEC Form 8-K: Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

    5/8/25 7:05:41 AM ET
    $WBD
    Cable & Other Pay Television Services
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    disca-20250508
    0001437107false00014371072025-05-082025-05-080001437107us-gaap:CommonClassAMember2025-05-082025-05-080001437107disca:SeniorNotesDue20304.302Member2025-05-082025-05-080001437107disca:SeniorNotesDue20304.693Member2025-05-082025-05-08

    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):  May 8, 2025
    WBD_HorizontalLogo_Blue (1).jpg

    Warner Bros. Discovery, Inc.
    (Exact name of registrant as specified in its charter)

    Commission File Number:  001-34177
    Delaware
    35-2333914
    (State or other jurisdiction of incorporation)
    (IRS Employer Identification No.)

    230 Park Avenue South
    New York, New York 10003
    (Address of principal executive offices, including zip code)

    212-548-5555
    (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 classTrading
    Symbol(s)
    Name of each exchange
    on which registered
    Series A Common StockWBDNasdaq Global Select Market
    4.302% Senior Notes due 2030WBDI30Nasdaq Global Market
    4.693% Senior Notes due 2033WBDI33Nasdaq Global Market

    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 2.02 Results of Operations and Financial Condition

    On May 8, 2025, Warner Bros. Discovery, Inc. ("we," “Warner Bros. Discovery” or the “Company”) released its earnings for the quarter ended March 31, 2025. A copy of Warner Bros. Discovery's earnings press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

    The information in this Item 2.02, including Exhibit 99.1 attached hereto, is being furnished pursuant to Item 2.02 and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


    Item 7.01 Regulation FD Disclosure

    Shareholder Letter

    On May 8, 2025, in conjunction with its earnings press release, the Company issued a letter to shareholders which was posted on the Company's Investor Relations website at ir.wbd.com. A copy of the letter to shareholders is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.

    Use of Website to Distribute Material Company Information

    The Company's Investor Relations website is ir.wbd.com. We use our Investor Relations website as a means of disclosing material non-public information and for the purpose of complying with our disclosure obligations under Regulation FD. Therefore, we encourage investors, the media, and others interested in Warner Bros. Discovery to review the information we post on our Investor Relations website.

    The information in this Item 7.01, including Exhibit 99.2 attached hereto, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of such section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
    -2-


    Item 9.01.    Financial Statements and Exhibits.

    (d)
    Exhibit NumberDescription
    99.1
    Earnings Press Release of Warner Bros. Discovery, Inc., dated May 8, 2025
    99.2
    Shareholder Letter, dated May 8, 2025
    101Inline 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
    104Cover Page Interactive Data File (embedded within the Inline XBRL document)


    -3-


    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.

    Warner Bros. Discovery, Inc.
    Date: May 8, 2025
    By:
    /s/    Gunnar Wiedenfels
    Gunnar Wiedenfels
    Chief Financial Officer

    -4-
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