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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): June 11, 2025 (June 10, 2025)
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 class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Series A Common Stock |  | WBD |  | Nasdaq Global Select Market
4.302% Senior Notes due 2030 |  | WBDI30 |  | Nasdaq Global Market
4.693% Senior Notes due 2033 |  | WBDI33 |  | Nasdaq 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 7.01. Regulation FD Disclosure.
On June 10, 2025, Warner Bros. Discovery, Inc. (the “Company”) posted under the investor relations section of its website a list of questions and answers (the “FAQ Disclosure”) regarding the Company’s previously announced cash tender offers and related consent solicitations by its wholly owned subsidiaries, Discovery Communications, LLC, WarnerMedia Holdings, Inc., Warner Media, LLC and Historic TW, Inc. The complete terms and conditions of the cash tender offers and related consent solicitations are set forth in the Offer to Purchase and Consent Solicitation Statement, dated June 9, 2025 (the “Offer to Purchase and Consent Solicitation Statement”), along with any amendments and supplements thereto, which holders are urged to read carefully before making any decision with respect to the cash tender offers and related consent solicitations.
A copy of the FAQ Disclosure is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 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.
This Current Report on Form 8-K (including the exhibits attached hereto) is neither an offer to purchase nor a solicitation of an offer to sell any securities. The cash tender offers and related consent solicitations are being made only by, and pursuant to the terms of, the Offer to Purchase and Consent Solicitation Statement. The cash tender offers and related consent solicitations do not constitute an offer to buy or the solicitation of an offer to sell any securities in any jurisdiction in which such offer or solicitation is unlawful. The cash tender offers and related consent solicitations are void in all jurisdictions where they are prohibited.
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Item 9.01. Financial Statements and Exhibits.

Exhibit Number | Description |
99.1 | Tender Offer Frequently Asked Questions, dated June 10, 2025 |
101 | Inline 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 |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |

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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.

Date: June 11, 2025 |  | WARNER BROS. DISCOVERY, INC.
|  | By: |  | /s/ Gunnar Wiedenfels
|  | Name: |  | Gunnar Wiedenfels
|  | Title: |  | Chief Financial Officer

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