Warner Bros. Discovery完成被Skydance收购，交易对价约780亿美元；WBD股票及相关票据将从纳斯达克退市

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): October 6, 2026 (September 30, 2026)

Warner Bros. Discovery, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number: 001-34177

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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

Introductory Note

On October 6, 2026 (the “Closing Date”), Skydance Corporation (f/k/a Paramount Skydance Corporation), a Delaware corporation (“SKYD”), completed the previously announced acquisition of Warner Bros. Discovery, Inc., a Delaware corporation (“WBD”), pursuant to the terms of the previously announced Agreement and Plan of Merger, dated as of February 27, 2026 (the “Merger Agreement”), by and among WBD, SKYD and Prince Sub Inc., a Delaware corporation and wholly owned subsidiary of SKYD (“Merger Sub”).

Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into WBD, with WBD surviving as a wholly owned subsidiary of SKYD (the “Merger”).

On October 6, 2026, Deutsche Bank Trust Company Americas, as trustee, and certain subsidiaries of SKYD, including certain subsidiaries of WBD (the “Guarantors”), entered into a fourth supplemental indenture to the indenture dated October 5, 2026 (the “Base Indenture”), pursuant to which the Guarantors became guarantors under each series of notes issued pursuant to such Base Indenture. On October 6, 2026, the Guarantors also agreed to guarantee the obligations under that certain Credit Agreement, dated as of April 7, 2026, as amended on October 6, 2026, among SKYD, the lenders party thereto and Citibank, N.A., as administrative agent and collateral agent.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 1.02.

On the Closing Date, in connection with the consummation of the Merger, WBD repaid all loans and terminated all credit commitments outstanding under (i) that certain First Lien Credit Agreement, dated as of June 4, 2026 (as amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time prior to the Closing Date), among WBD, as holdco, Discovery Global Holdings, Inc., a Delaware corporation, as parent borrower, the Designated Subsidiary Borrowers (as defined therein) from time to time party thereto, the lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as U.S. administrative agent and collateral agent, and J.P. Morgan SE, as non-U.S. administrative agent, and (ii) that certain Credit Agreement, dated as of October 4, 2024 (as amended by that certain Amendment No. 1 to Credit Agreement, dated as of June 26, 2025, and as further amended, restated, amended and restated, supplemented, waived or otherwise modified from time to time prior to the Closing Date), among Discovery Communications, LLC, a Delaware limited liability company, WBD, as facility guarantor, the Designated Borrowers (as defined therein) from time to time party thereto, the lenders from time to time party thereto, Bank of America, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as collateral agent.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Pursuant to the Merger Agreement, each share of WBD’s Series A common stock, par value $0.01 per share (“WBD Common Stock”), issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than shares of WBD Common Stock canceled for no consideration in accordance with the Merger Agreement or as to which appraisal rights were properly exercised in accordance with the Merger Agreement) was automatically canceled and converted into the right to receive an amount in cash equal to $31.01666668, without interest, which includes the Ticking Consideration (together, the “Merger Consideration”). The “Ticking Consideration” is equal to $0.00277778 multiplied by the number of calendar days elapsed after September 30, 2026 to and including the Closing Date. The aggregate Ticking Consideration payable with respect to shares of WBD Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of WBD Common Stock canceled for no consideration in accordance with the Merger Agreement or as to which appraisal rights were properly exercised in accordance with the Merger Agreement) was an amount in cash equal to $41,886,975.78. Also at the Effective Time:

The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Merger Agreement, which is attached as Exhibit 2.1 to the previously filed Current Report on Form 8-K filed by WBD on February 27, 2026 with the U.S. Securities and Exchange Commission (the “SEC”) and incorporated herein by reference.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On the Closing Date, WBD notified the Nasdaq Global Select Market (“Nasdaq”) of the consummation of the Merger and that each share of WBD Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of WBD Common Stock canceled for no consideration in accordance with the Merger Agreement or as to which appraisal rights were properly exercised in accordance with the Merger Agreement) had been converted into the right to receive the Merger Consideration. WBD requested that Nasdaq (i) halt trading of WBD Common Stock on Nasdaq prior to the opening of trading on the Closing Date, (ii) withdraw WBD Common Stock from listing on Nasdaq and (iii) file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 25 (the “Form 25”) to effect the delisting of the WBD Common Stock from Nasdaq and the deregistration of WBD Common Stock under Section 12(b) of the Exchange Act. As a result, WBD Common Stock, which previously traded under the symbol “WBD,” will no longer be listed on Nasdaq.

In addition, in connection with the Merger, WBD previously notified Nasdaq that it intends to voluntarily delist from the Nasdaq Global Market the 4.302% Senior Notes due 2030 and 4.693% Senior Notes due 2033 (collectively, the “Euro Notes”) issued by Discovery Global Holdings, Inc., a Delaware corporation and wholly owned subsidiary of WBD, and that it expects to file with the SEC a Notification of Removal from Listing and/or Registration under Section 12(b) of the Exchange Act on Form 25 on or around the Closing Date. As a result, the Euro Notes will no longer be listed on the Nasdaq Global Market.

After the Form 25s become effective with respect to the delisting of the WBD Common Stock and the Euro Notes, WBD intends to file a certification on Form 15 with the SEC to terminate the registration of WBD Common Stock and the Euro Notes under the Exchange Act and to suspend WBD’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

The information set forth in the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

As a result of the consummation of the Merger, at the Effective Time, holders of WBD Common Stock (other than shares of WBD Common Stock canceled for no consideration in accordance with the Merger Agreement or as to which appraisal rights were properly exercised in accordance with the Merger Agreement) immediately prior to such time ceased to have any rights as stockholders of WBD, other than their right to receive the Merger Consideration pursuant to the terms of the Merger Agreement.

The information set forth in the Introductory Note, Item 2.01, Item 3.01 and Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the consummation of the Merger, at the Effective Time, a change in control of WBD occurred and WBD became a wholly owned subsidiary of SKYD. The aggregate Merger Consideration payable by SKYD in connection with the Merger is approximately $78 billion, funded by a combination of equity financing and debt financing.

The information set forth in the Introductory Note, Item 2.01 and Item 5.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Directors

In accordance with the terms of the Merger Agreement, as a result of the Merger, each of Samuel A. Di Piazza, Jr., David M. Zaslav, Richard W. Fisher, Paul A. Gould, Debra L. Lee, Joseph M. Levin, Anton J. Levy, Kenneth W. Lowe, Fazal Merchant, Anthony J. Noto, Paula A. Price, Daniel E. Sanchez and Geoffrey Y. Yang ceased to be a director of WBD as of the Effective Time.

In accordance with the terms of the Merger Agreement, as of the Effective Time, each of the directors of Merger Sub became a director of WBD, and, in each case, shall hold office from the Effective Time until his or her respective successor is duly elected or appointed and qualified, or until his or her earlier death, resignation, incapacity or removal.

Officers

In accordance with the terms of the Merger Agreement, as a result of the Merger, each of David M. Zaslav, Gunnar Wiedenfels, Priya Aiyar, Bruce L. Campbell, Jean-Briac Perrette and Lori Locke ceased to be an officer of WBD as of the Effective Time.

In accordance with the terms of the Merger Agreement, as of the Effective Time, each of the officers of Merger Sub became an officer of WBD, and, in each case, shall hold office from the Effective Time until his or her respective successor is duly elected or appointed and qualified, or until his or her earlier death, resignation, incapacity or removal.

In addition, each of Messrs. Zaslav, Wiedenfels and Campbell and Ms. Aiyar will be separating from employment with WBD, in the case of Mr. Zaslav, as of October 6, 2026, and in the case of Messrs. Wiedenfels and Campbell and Ms. Aiyar, as of October 16, 2026. Each officer has entered or will enter into a separation agreement and general release of claims with WBD pursuant to which he or she is eligible to receive separation benefits applicable upon a termination without cause consistent with his or her previously disclosed employment and other applicable agreements.

Transaction Bonuses

On December 3, 2025, the Compensation Committee of the board of directors of WBD (the “Committee”) authorized WBD to establish a cash-based transaction bonus program in an aggregate amount not to exceed $38.7 million to recognize and incentivize the contributions of selected key employees (other than WBD’s Chief Executive Officer) to the success of the Merger. On September 30, 2026, the Committee approved the grant of cash transaction bonuses under such program to certain of WBD’s named executive officers in the following amounts: Mr. Wiedenfels, $2,142,401; Mr. Campbell, $2,946,000; and Mr. Perrette, $2,850,000. All transaction bonus awards granted to WBD’s named executive officers became vested as of the Effective Time and will be paid no later than 60 days following the Closing Date.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the Merger Agreement, effective as of the Effective Time, the certificate of incorporation of WBD was amended and restated in its entirety to read as set forth in the form attached as Exhibit A to the Merger Agreement, and the bylaws of WBD were amended and restated in their entirety to be the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to WBD’s name. Copies of the Fourth Restated Certificate of Incorporation of WBD and Third Amended and Restated Bylaws of WBD are attached hereto as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.

Ratification of Grants and Issuances

Following a review, WBD determined that grants of 396,804 WBD RSUs, and issuances of 120,000 shares of WBD Common Stock upon the vesting and settlement of certain of those WBD RSUs under WBD’s 2005 Non-Employee Director Incentive Plan (as amended from time to time, the “Plan”), were inadvertently undertaken after the expiration date of the Plan. On October 2, 2026, the board of directors of WBD adopted resolutions ratifying any potential “defective corporate acts” under the Plan as a result of the failure of such grants and issuances to have been authorized and effected in accordance with the Plan prior to its expiration date.

The statutory notice required by Section 204 of the Delaware General Corporation Law to be given to WBD’s stockholders is set forth in Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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.