Warner Bros. Discovery, Inc. (WBD) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that Warner Bros. Discovery, Inc. surfaced in its latest filing.

• The PSKY Merger Agreement was entered into on February 27, 2026.February 27, 2026
• The PSKY Merger must be consummated by March 4, 2027, subject to an extension to June 4, 2027.March 4, 2027
• If the PSKY Merger is terminated under certain circumstances, WBD could be required to pay PSKY a termination fee of $3.0 billion.
• WBD could be required to reimburse PSKY for payments made in connection with the Junior Lien Exchange Offer by December 30, 2026, up to $1,528 million.December 30, 2026
• WBD could be required to reimburse PSKY for the Netflix Termination Fee.
• Litigation may be filed against the board of directors in connection with the PSKY Merger, including putative stockholder complaints or stockholder class action complaints.
• In 2024, the Company was engaged in a legal dispute with the NBA regarding the license to distribute NBA games and NBA-related content, which has since been settled.2024
• The 2023 WGA and SAG-AFTRA strikes caused delays in production and release of television programs and feature films and had a material impact on operations and results.2023
• In 2024, recorded a $9.1 billion pre-tax, non-cash impairment of goodwill for the Global Linear Networks reporting unit.2024
• Entered into an 18-month $17 billion term loan Bridge Loan Facility in June 2025, extended in February 2026.June 2025
• Borrowings under the Bridge Loan Facility mature on the earlier of June 30, 2027 or the date of the Separation Transaction.June 30, 2027
• Consolidated indebtedness of $32,567 million as of December 31, 2025, of which $139 million is current.December 31, 2025
• $4,000 million revolving credit facility available to be drawn.
• S&P, Moody’s and Fitch downgraded certain ratings in 2025.2025
• WBD was subject to U.S. taxes for deemed repatriation of certain cash balances held by foreign corporations under the 2017 Tax Cuts and Jobs Act.2017
• Current plans include a one-time repatriation of a portion of foreign funds in 2026.2026
• Acquisition of the WarnerMedia Business from AT&T Inc. in fiscal year 2022.2022
• Implementation of restructuring and transformation initiatives in fiscal year 2022.2022
• Reorganization into two distinct operating divisions in fiscal year 2025.2025
• Implementation of restructuring initiatives in connection with the previously proposed Separation Transaction.
• In January 2026, the OECD issued additional guidance including a side-by-side safe harbor framework for U.S.-parented groups.January 2026
• As of December 31, 2025, WBD provided more than 5% of total contributions to certain multiemployer plans and contributes to underfunded multiemployer plans.December 31, 2025