Warner Bros. Discovery (WBD) Proxy filing summary

Executive summary

• Special meeting set for April 23, 2026, for shareholders to vote on the Paramount merger.

• Shareholders to receive $31.00 per share in cash, a 147% premium over the unaffected price.

• Transaction unanimously approved by both boards and expected to close in Q3 2026, pending regulatory and shareholder approval.

• If not closed by September 30, 2026, a $0.25 per share ticking fee per quarter will be paid until closing.

• Transaction aims to maximize asset value and expand consumer choice.

Voting matters and shareholder proposals

• Shareholders will vote on the all-cash merger with Paramount Skydance Corporation.

• Only shareholders of record as of March 20, 2026, are eligible to vote.

• Board unanimously recommends voting in favor of the merger.

Board of directors and corporate governance

• Boards of both companies unanimously approved the merger.

• Information on directors and executive officers is available in recent SEC filings.