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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 12, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 12, 2025, Warner Bros. Discovery, Inc. (“we,” “us,” “our,” “WBD” or the “Company”) and our wholly-owned subsidiary Discovery Communications, LLC (“DCL”) entered into employment agreements with David Zaslav, our Chief Executive Officer (“CEO”), and Gunnar Wiedenfels, our Chief Financial Officer (individually, the “Zaslav Agreement” and the “Wiedenfels Agreement,” and collectively, the “Agreements”).

We entered into the Agreements in connection with our recently announced plans to separate our Streaming & Studios division from our Global Networks division in a tax-free transaction (the “Separation”), following which the Streaming & Studios division and the Global Networks division will become two publicly traded companies (referred to herein, respectively, as “Streaming & Studios” and “Global Networks”). The Zaslav Agreement amends and restates Mr. Zaslav’s prior employment agreement (the “Prior Agreement”) with certain terms that only become effective upon the Separation, when Mr. Zaslav is anticipated to become the CEO of Streaming & Studios. The Wiedenfels Agreement is contingent upon, and only effective on, the Separation and provides for the terms and conditions of his employment as the CEO of Global Networks after the Separation. The Compensation Committee (“Committee”) of the Board of Directors (the “Board”) of the Company approved and recommended to the Board to enter into, and the Board approved such entry into, the Agreements so that we may secure the leadership of Messrs. Zaslav and Wiedenfels through the initial stages of the two new companies. The following summary description of certain provisions of the Agreements does not purport to be complete and is qualified in its entirety by the actual text of the Zaslav Agreement, form of David Zaslav Non-Qualified Stock Option Grant Agreement and Wiedenfels Agreement, which have been filed with this Current Report as Exhibits 10.1, 10.2 and 10.3, respectively, and are incorporated herein by reference.

Zaslav Employment Agreement

Introduction

With respect to the Zaslav Agreement, the Committee took the opportunity to redesign Mr. Zaslav’s compensation package following the effective time of the Separation, which the Committee believes will achieve the following goals:

•Secure Mr. Zaslav’s continued leadership and incentivize his critical contributions to position WBD for success until the Separation and to build a strong foundation for long-term stockholder value creation at Streaming & Studios;

•Address stockholder feedback and preferences with respect to CEO compensation structure; and

•Foster a stronger pay-for-performance alignment by allocating a significant portion of Mr. Zaslav’s target annual compensation to be at-risk in long-term equity incentives.

In considering Mr. Zaslav’s new compensation package, the Committee, in consultation with its independent compensation consultant, assessed a range of inputs, including stockholder feedback obtained over the last few years, peer group practices and benchmarks, strategic priorities of WBD and the value creation opportunities presented by the proposed Separation. Additionally, the Committee considered Mr. Zaslav’s deep understanding of our strategy and operations, extensive industry experience and leadership, as well as his role in developing the vision for the separation of the two companies, which we believe uniquely positions him to lead us through the consummation of the Separation and serve at the helm of Streaming & Studios through its initial formative period as a standalone company.

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Beginning upon the completion of the Separation, the Zaslav Agreement will significantly reduce his target annual compensation, including lowering his annual cash compensation opportunity and reorienting the total pay mix toward long-term incentives, which the Committee believes will foster a stronger alignment with stockholders and incentivize sustained, long-term value creation, as further described below. Following the Separation, the Zaslav Agreement will no longer specify performance metric weighting that apply to the annual cash incentive opportunity or annual performance equity awards or performance periods for the annual performance equity awards. This will provide the Committee with flexibility to determine appropriate performance metrics and periods, as applicable, for the annual cash incentive opportunity and the annual performance equity awards.

Under the Zaslav Agreement, as a one-time inducement that the Committee believes will incentivize the successful completion of the Separation and stockholder value creation, Mr. Zaslav received on June 12, 2026 a stock option award consisting of 20,898,776 stock options in the form of 60% performance-vesting stock options and 40% time-based stock options, as further described below. In addition, as described below, under the terms of the Zaslav Agreement, Mr. Zaslav will receive 3,052,734 stock options on January 2, 2026, which will be subject to the same split of performance-vesting and time-based vesting conditions, provided that he remains employed on that date. As described further below, 92% of the stock option grant is subject to forfeiture if a Separation or a Qualifying Transaction (as defined below) does not occur prior to December 31, 2026.

The Committee also took the opportunity to adopt a double-trigger cash severance provision for Mr. Zaslav in the event of a change in control transaction, eliminating the legacy single-trigger provision effective as of June 12, 2026, in response to stockholder feedback and in line with leading market practices, as further described below. The Committee believes the changes reflected in the Zaslav Agreement are responsive to stockholder feedback and represent the Board’s commitment to furthering the alignment of our compensation structure with our strategic priorities as we execute on our transformation into two leading media companies.

Summary

Prior to the Separation, Mr. Zaslav will continue to serve as our CEO with an annual base salary, annual cash bonus opportunity and annual grants of performance based restricted stock units (“PRSUs”) on the terms set forth in the Prior Agreement. If a Separation does not occur prior to December 31, 2026, those terms will continue while Mr. Zaslav remains our CEO until December 31, 2027. The material terms of the Prior Agreement are described in our Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May 20, 2021 and March 6, 2023.

Upon completion of the Separation, Mr. Zaslav will become the CEO of Streaming & Studios with a term of employment that runs through December 31, 2030 and a base salary of $3,000,000 per annum for the duration of the term. Following the Separation, Mr. Zaslav’s target annual cash bonus opportunity will be reduced to $6,000,000, with the actual payout based on the achievement of performance goals established by Streaming & Studios’ compensation committee. The annual bonus payout is subject to a cap of 200% of the target amount. Mr. Zaslav will also be eligible to receive annual equity awards following the Separation under Streaming & Studios’ equity incentive plan (the “Streaming & Studios Plan”) with a target value of $15,500,000 in the first year that Mr. Zaslav receives an equity grant from Streaming & Studios and which will be reduced to an annual target value of $7,500,000 per year thereafter during the term of employment.

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The larger initial annual equity award in such first year is intended to incentivize performance results and enhance retention, in regard to the important transition period immediately following the Separation. Fifty percent (50%) of the value of any Streaming & Studios annual equity grant will be in the form of PRSUs and the remaining fifty percent (50%) will be in the form of time-based restricted stock units (“RSUs”), with the terms and conditions of such awards and the performance objectives for the PRSUs established based on Streaming & Studios’ then-standard practices and procedures for awards to other senior executives of Streaming & Studios. In the year that the Separation occurs, Mr. Zaslav’s annual bonus target will be prorated based on the target amount in effect under the Prior Agreement and his reduced annual bonus target under the Zaslav Agreement and he will only receive one annual equity award in such year, which will either be based on the terms of his Prior Agreement or the Zaslav Agreement, depending on whether the Separation has occurred prior to or following the normal time when annual equity grants are made.

Under the Zaslav Agreement, Mr. Zaslav received on June 12, 2026 a special grant of stock options under the Amended and Restated Warner Bros. Discovery Stock Incentive Plan (“WBD Plan”) to purchase 20,898,776 shares of our common stock (the “Signing Options”), 92% of which is subject to forfeiture if a Separation or a Qualifying Transaction (as defined below) does not occur prior to December 31, 2026, as further described below. Forty percent (40%) of the Signing Options are subject to time-based vesting requirements (the “Time-Based Options”), with one-fifth of the Time-Based Options eligible to vest on each of the first five anniversaries of June 12, 2025, provided that Mr. Zaslav remains employed by WBD or Streaming & Studios. This is referred to as the “service condition”. The remaining sixty percent (60%) of the Signing Options (the “Performance-Based Options”) will vest if, in addition to Mr. Zaslav satisfying the service condition, a performance goal related to the price of our common stock relative to each Signing Option’s exercise price of $10.16 is achieved. The Performance-Based Options are divided into three equal tranches of 4,179,755 stock options each with the following performance goals, which must be achieved before June 12, 2030 (or earlier in the case of certain transactions or terminations, as described below):

•Tranche A: achievement over a period of 30 consecutive days of a volume-weighted average stock price (a “VWAP Price”) equal to or exceeding 120% of the exercise price ($12.19)

•Tranche B: achievement of a VWAP price equal to or exceeding 150% of the exercise price ($15.24)

•Tranche C: achievement of a VWAP price equal to or exceeding 165% of the exercise price ($16.76)

In addition, on January 2, 2026, Mr. Zaslav will receive a grant of additional options under the WBD Plan to purchase 3,052,734 shares of WBD common stock, which will have the same terms as the Signing Options above (including the same performance goals), provided he remains a full-time employee of WBD through such date. If our stock price exceeds $10.16 on January 2, 2026, additional awards will be made to address the lost economic value attributable to the higher exercise price.

The Signing Options are subject to special vesting rules in the event of certain transactions, including the Separation. If a Separation does not occur prior to December 31, 2026, then Mr. Zaslav will retain only the then-vested Time-Based Options (i.e., 8% of the total award). The remaining portion of the Time-Based Options and all of the Performance-Based Options will be forfeited on December 31, 2026, regardless of whether the Performance-Based Options have satisfied the service condition or the performance goals. Based on the stated service conditions, this means that only 20% of the Time-Based Options would be expected to become vested on or before December 31, 2026 and remain outstanding if the Separation does not occur prior to that date and all other Signing Options would be forfeited.

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In addition, if prior to a Separation, there occurs a “change in control” (as defined in the WBD Plan) of the Company or we otherwise sell our Streaming & Studios division (or all or substantially all of its assets) (any such transaction, a “Qualifying Transaction”) prior to December 31, 2026, then all of the Time-Based Options will become vested and each tranche of Performance-Based Options will vest, if and to the extent that the price of our common stock on or immediately prior to the occurrence of the Qualifying Transaction equals or exceeds the applicable performance goal for such tranche. Any Performance-Based Options that do not become vested in connection with a Qualifying Transaction will be forfeited.

Upon a Separation, the Signing Options will be converted solely into options to purchase shares of Streaming & Studios common stock using the methodology determined by the Committee, and the exercise price and all performance goals will be adjusted using such methodology to be measured relative to Streaming & Studios common stock. If there occurs a change in control of Streaming & Studios following the Separation, then the Signing Options will be treated as described above for a Qualifying Transaction except that the measurement of performance goals that determine the vesting of each tranche of Performance-Based Options will be based on the price of Streaming & Studios common stock on or immediately prior to the change in control of Streaming & Studios. Change in control for these purposes will be defined in the Streaming & Studios Plan.

If Mr. Zaslav’s employment is terminated without “Cause” or for “Good Reason”, or on account of death or disability (as such terms are defined below), all of the outstanding Time-Based Options will become fully vested and exercisable and the Performance-Based Options will remain outstanding and eligible to satisfy the performance goals for a period of one year (or until June 12, 2030 for any termination after June 12, 2029), following which any Signing Options which have not vested and been exercised will be forfeited. Mr. Zaslav will forfeit all of the Signing Options, whether vested or unvested, upon a termination for Cause. If Mr. Zaslav’s employment is terminated for any other reason, any then-vested Signing Options will be exercisable for 90 days following such termination and all the remaining unvested Signing Options will be forfeited immediately upon such termination.

Under the Zaslav Agreement, Mr. Zaslav’s right to voluntarily terminate his employment between 30 and 60 days following a change in control and receive substantial severance benefits – a so-called “walk away right” – has been eliminated effective upon execution of the Zaslav Agreement and regardless of whether the Separation occurs.

Until the Separation, Mr. Zaslav will continue to be required to hold 1,500,000 shares of our common stock and following the Separation, Mr. Zaslav will be required to hold an equivalent number of shares of Streaming & Studios common stock.

Prior to the Separation, Mr. Zaslav will be eligible for the same employee benefits that he was entitled to under the Prior Agreement, including his use of the Company’s aircraft under the terms of the Prior Agreement. If the Separation does not occur prior to December 31, 2026, Mr. Zaslav will continue to be eligible for those benefits until December 31, 2027. Effective upon completion of the Separation, Mr. Zaslav will be eligible to participate in all employee benefit plans and arrangements sponsored by Streaming & Studios for the benefit of its senior executive group, including insurance and retirement plans, and will be entitled to four weeks of vacation each year. Consistent with the Prior Agreement, as the CEO of Streaming & Studios, Mr. Zaslav will receive a car allowance of $1,400 per month and will be entitled to use Streaming & Studios’ aircraft (or other private aircraft) for up to 125 hours of personal use per year paid for by Streaming & Studios. Personal use will include Mr. Zaslav’s spouse traveling separately on the aircraft if such travel is to join Mr. Zaslav at a location where he has travelled for business purposes. Consistent with the Prior Agreement, if Streaming & Studios requests that a family member or guest accompany Mr. Zaslav on a business trip, such use shall not be considered personal use, and to the extent Streaming & Studios imputes income to Mr.

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Zaslav for such family member or guest travel, Streaming & Studios may, consistent with company policy, pay Mr. Zaslav a lump sum “gross-up” payment sufficient to make Mr. Zaslav whole for the amount of federal, state and local income and payroll taxes due on such imputed income as well as the federal, state and local income and payroll taxes with respect to such gross-up payment.

Prior to a Separation, Mr. Zaslav’s entitlements upon termination of employment (other than with respect to the Signing Options), regardless of the reason for such termination, will be consistent with the terms of the Prior Agreement. Following the Separation, the Zaslav Agreement provides for the following treatment upon termination, depending on the reason for termination.

If, following the Separation, Mr. Zaslav is terminated for “Cause” or he resigns without “Good Reason”, he shall be entitled to receive only amounts or benefits that have been earned, accrued or vested at the time of his termination and all other benefits or payments due or owing Mr. Zaslav will be forfeited.

“Cause” means (i) a material adverse effect on the business of Streaming & Studios as a result of Mr. Zaslav’s gross neglect, willful malfeasance or willful gross misconduct in connection with his employment which has a material adverse effect on the business of Streaming & Studios, unless Mr. Zaslav reasonably believed in good faith that such act or non-act was in or not opposed to the best interests of Streaming & Studios; (ii) Mr. Zaslav is convicted of, or pleads guilty or nolo contendre to, or fails to defend against, a felony; (iii) Mr. Zaslav substantially and continuously refuses to perform his duties under the Zaslav Agreement or to follow the lawful directions of the Streaming & Studios Board (provided such directions do not include meeting any specific financial performance metrics); (iv) Mr. Zaslav breaches the restrictive covenants contained in the Zaslav Agreement; (v) Mr. Zaslav violates any policy of Streaming & Studios that is generally applicable to all employees or all of the officers of Streaming & Studios or Streaming & Studios’ code of conduct, that Mr. Zaslav knows or reasonably should know could reasonably be expected to result in a material adverse effect on Streaming & Studios; or (vi) Mr. Zaslav fails to cooperate, if requested by the Streaming & Studios Board, with any investigation or inquiry into his or Streaming & Studios’ business practices.

“Good Reason” means Streaming & Studios’: (i) reduction of Mr. Zaslav’s base salary; (ii) material reduction in the amount of the annual bonus which Mr. Zaslav is eligible to earn; (iii) relocation of Mr. Zaslav’s primary office at Streaming & Studios to a facility or location that is more than 40 miles away from Mr. Zaslav’s primary office location immediately prior to such relocation and is further away from Mr. Zaslav’s residence; (iv) material reduction of Mr. Zaslav’s duties, which for purposes of clarity includes no longer reporting to the board of directors of a public company; or (v) material breach by Streaming & Studios of the Zaslav Agreement.

If, following the Separation, Mr. Zaslav’s employment is terminated by Streaming & Studios without Cause, or if Mr. Zaslav resigns for Good Reason, Mr. Zaslav shall be entitled to receive termination benefits, including (i) a pro-rated bonus for the year of termination (subject to the applicable performance metrics); (ii) an amount equal to one-twelfth (1/12) of the average annual base salary Mr. Zaslav was earning in the calendar year of the termination and the immediately preceding calendar year, multiplied by the applicable number of months in the “Severance Period” (as defined below), which amount shall be paid in substantially equal payments over the course of the Severance Period in accordance with the Company’s normal payroll practices during such period; plus (iii) an amount equal to one-twelfth (1/12) of the average annual bonus paid to Mr. Zaslav for the immediately preceding two years (excluding the amount of any annual bonus in excess of $12,000,000), multiplied by the number of months in the Severance Period, which amount shall be paid in substantially equal payments over the course of the Severance Period in accordance with Streaming & Studios’ normal payroll practices during such period; plus (iv) reimbursement of COBRA premiums for up to the maximum applicable COBRA period. The “Severance Period” shall be a period of 24 months commencing on the termination of Mr.

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Zaslav’s employment. In addition, if following the Separation, Mr. Zaslav’s employment is terminated by Mr. Zaslav for Good Reason or by Streaming & Studios other than for Cause, the Signing Options will be treated as described above, any outstanding RSUs will become fully vested and Mr. Zaslav will be eligible to earn a pro-rata portion (based on the time worked in the performance period plus the Severance Period) of any PRSUs granted by Streaming & Studios based on actual performance through the end of the applicable performance period. PRSUs granted by us prior to the Separation that are unvested and outstanding at the time of such a termination will vest as provided under the Prior Agreement.

Under the Zaslav Agreement, if Mr. Zaslav is terminated other than for Cause or he resigns for Good Reason within the 12-month period following a Change in Control of Streaming & Studios (which will be defined in the Streaming & Studios Plan), then (i) any outstanding RSUs shall become fully vested, (ii) any outstanding PRSUs granted by us prior to the Separation for which the performance period has not expired will be deemed earned at the maximum level of performance and (iii) any PRSUs granted by Streaming & Studios will be deemed to have vested at the greater of target or actual performance.

If, following the Separation, Mr. Zaslav’s employment is terminated because of his death or “disability” (as defined below), Mr. Zaslav or his heirs, as applicable, shall be entitled to receive termination benefits, including a pro-rated bonus for the year of termination and, in the case of disability, reimbursement of COBRA premiums for up to the maximum applicable COBRA period. Mr. Zaslav will be deemed to have a “disability” if he is unable to perform substantially all of his duties under the Zaslav Agreement in the normal and regular manner due to physical or mental illness or injury and has been unable to do so for 150 days or more during the 12 consecutive months then ending. In addition, the Signing Options will be treated as described above, any outstanding RSUs will become fully vested and a pro-rata portion of PRSUs for which the performance period has not yet expired (based on the number of days Mr. Zaslav was employed in the performance period) will be eligible to vest based on actual performance through the end of the applicable performance period.

In the event of the termination of Mr. Zaslav’s employment upon the expiration of the Zaslav Agreement on December 31, 2030, Streaming & Studios shall pay to Mr. Zaslav termination benefits, including (i) reimbursement of COBRA premiums for up to the maximum applicable COBRA period plus (ii) an amount equal to the sum of (1) the annualized base salary Mr. Zaslav was earning upon expiration of the term, plus (2) the maximum annual bonus payable to Mr. Zaslav under the Zaslav Agreement (i.e., $12,000,000), which amount shall be paid in substantially equal payments over the course of the 12 months immediately following termination, in accordance with Streaming & Studios’ normal payroll practices. In addition, the Signing Options will be treated as described above, any outstanding RSUs will become fully vested and Mr. Zaslav will be eligible to earn a pro-rata portion (based on the time worked in the performance period plus 12 months) of any PRSUs that are unvested and outstanding based on actual performance through the end of the applicable performance period.

To be eligible for the severance benefits described above, including any cash severance, pro-rated bonus or additional equity award vesting, upon a termination under the circumstances described above other than death, Mr. Zaslav must execute a release in favor of Streaming & Studios.

Pursuant to the Zaslav Agreement, Mr. Zaslav is subject to customary restrictive covenants, including those relating to non-solicitation, non-interference, non-competition and confidentiality, during the term of the Zaslav Agreement and for a period of two years thereafter, unless Mr. Zaslav’s employment is terminated without Cause or for Good Reason, in which case the restricted period would be reduced to one year following termination.

Wiedenfels Employment Agreement

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Introduction

Mr. Wiedenfels’ new compensation package, which will take effect only upon successful completion of the Separation, was designed to reflect his expanded responsibilities as the go-forward CEO of Global Networks, market practices and peer group benchmarks for new CEO compensation packages.

Summary

Prior to the Separation, Mr. Wiedenfels will continue to serve as our Chief Financial Officer (“CFO”) under the terms of his existing employment agreement (the “CFO Agreement”). The Wiedenfels Agreement will only become effective upon, and is contingent on, completion of the Separation. If the Separation does not occur prior to December 31, 2026, then the Wiedenfels Agreement will become null and void and Mr. Wiedenfels will continue to be our CFO under the terms of the CFO Agreement (which expires on July 11, 2026, but may be extended by mutual agreement of the parties).

Following the Separation, Mr. Wiedenfels will serve as the CEO of Global Networks under the terms of the Wiedenfels Agreement. The term of the Wiedenfels Agreement will end on December 31, 2031 unless the parties then agree to renew the Wiedenfels Agreement.

Under the Wiedenfels Agreement, Mr. Wiedenfels’ base salary will be $2,500,000 per annum and he will be eligible for an annual cash bonus opportunity with a target equal to 350% of his annual base salary, with the actual payout based on achievement of performance goals established by Global Networks’ compensation committee. The annual bonus payout is subject to a cap of 200% of the target amount. Mr. Wiedenfels will also be eligible to receive annual equity awards under Global Networks’ equity incentive plan (the “Global Networks Plan”) with an annual target value of $16,000,000. Fifty percent (50%) of the value of any annual equity award will be made in the form of time-based restricted stock units (“RSUs”) and the remaining fifty percent (50%) will be in the form determined by Global Networks’ compensation committee. The terms and conditions of such awards will be based on Global Networks’ then-standard practices and procedures for awards to other senior executives of Global Networks. In the year the Separation occurs, Mr. Wiedenfels’ annual bonus will be prorated based on the target amount in effect under the CFO Agreement and his new annual bonus target under the Wiedenfels Agreement and, if he receives his annual equity grant in such year under the CFO Agreement, he will receive a top-up equity grant that reflects the higher target value of his annual equity award as Global Networks CEO, prorated for the time served as the Global Networks CEO in such year.

Following the Separation, Mr. Wiedenfels will also be granted a one-time inducement equity award under the Global Networks Plan with a target grant date value of $15,000,000 intended to reward Mr. Wiedenfels for post-Separation value creation and provide enhanced retention. Fifty percent (50%) of this award will be made in the form of RSUs and the remaining fifty percent (50%) will be made in the form of options to purchase Global Networks common stock. This award will vest ratably over a five-year period and will be subject to other terms and conditions as determined by Global Networks’ compensation committee.

If Mr. Wiedenfels’ employment is terminated for “Cause” or he resigns without “Good Reason”, he will be entitled to receive only the amounts or benefits that have been earned, accrued or vested at the time of his termination.

“Cause,” means (i) the conviction of, or nolo contendere or guilty plea, to a felony (whether any right to appeal has been or may be exercised); (ii) conduct constituting embezzlement, misappropriation or fraud, whether or not related to Mr. Wiedenfels’ employment with Global Networks; (iii) conduct constituting a financial crime, material act of dishonesty or conduct in material violation of Global Networks’ Code of Ethics or other written policies; (iv) willful and improper conduct substantially prejudicial to Global Networks’ business (whether financial or otherwise); (v) willful unauthorized disclosure or use of Global Networks confidential information; (vi) material improper destruction of Global Networks property; or (vii) willful misconduct in connection with the performance of Mr. Wiedenfels’ duties.

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“Good Reason” means without Mr. Wiedenfels’ consent, Global Networks’ (a) material reduction in Mr. Wiedenfels’ duties or responsibilities; (b) material change in the location of the office where Mr. Wiedenfels works (i.e., relocation outside the New York, NY metropolitan area); (c) reduction in Mr. Wiedenfels’ base salary; (d) material reduction in the amount of the annual bonus which Mr. Wiedenfels is eligible to earn; or (e) material breach by Global Networks of the Wiedenfels Agreement.

If Mr. Wiedenfels’ employment is terminated without “Cause” or by Mr. Wiedenfels for “Good Reason” , he will be entitled to termination benefits, including: (i) a pro-rated bonus for the year of termination (subject to the applicable performance metrics), (ii) an amount equal to two times the sum of (x) his base salary plus (y) his annual target bonus to be paid over a severance period of 24 months, (iii) continued vesting of then-outstanding equity awards granted after the Separation over such severance period, (a) with payment of any prorated performance-based equity awards to be based on actual performance (b) any vested options as of the termination date to be exercisable for one-year following termination and (c) any options that vest in the severance period to be exercisable for 90 days following the severance period and (iv) reimbursement of up to 18 months of COBRA premiums. Any equity awards granted by us prior to the Separation that are unvested and outstanding at the time of such a termination will vest as provided under the WBD Plan and applicable award agreements. If Mr. Wiedenfels is terminated other than for Cause or resigns for Good Reason within the 18-month period following a change in control of Global Networks (which will be defined in the Global Networks Plan), then any equity awards granted by Global Networks following the Separation will become fully vested, with any performance-based awards deemed to have vested at the greater of target or actual performance.

If Mr. Wiedenfels’ employment is terminated as a result of his death or “disability” (as defined below), Mr. Wiedenfels or his heirs, as applicable, shall be entitled to receive termination benefits, including a pro-rated bonus for the year of termination and, in the case of disability, reimbursement of COBRA premiums for up to the maximum applicable COBRA period Mr. Wiedenfels will be deemed to have a “disability” if he is unable to perform substantially all of his duties under the Wiedenfels Agreement due to physical or mental illness or injury and has been unable to do so for (i) a period of six consecutive months or (ii) shorter periods that add up to six months in any eight-month period. In addition, his then-outstanding equity awards granted after the Separation will have the same treatment as provided above for a termination without Cause or Good Reason, except that the vesting of any time-based awards will fully accelerate on the termination date and any options that vest as a result of such termination will remain exercisable for one-year following the termination date.

If Mr. Wiedenfels and Global Networks do not agree to renew the Wiedenfels Agreement at the end of the term, Mr. Wiedenfels will be entitled to any accrued benefits, including payment of the annual bonus for the year of termination, and nonrenewal noncompetition benefits in consideration of Mr. Wiedenfels’ continued compliance with his restrictive covenants. These benefits include (i) an amount equal to the sum of (x) his base salary plus (y) target bonus to be paid over a period of 12 months following Mr. Wiedenfels’ termination date and (ii) the same treatment of his then-outstanding equity awards granted after the Separation as provided above for a termination without Cause or Good Reason, except the period for which the awards continue to vest will be reduced to 12 months.

To be eligible for the severance benefits or nonrenewal noncompetition benefits described above on a termination under the circumstances described above other than death or disability, Mr. Wiedenfels must execute a release in favor of Global Networks.

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Pursuant to the Wiedenfels Agreement, Mr. Wiedenfels is subject to customary restrictive covenants, including noncompetition and nonsolicitation covenants effective during Mr. Wiedenfels’ employment and for a period of 24 months and 18 months, respectively, thereafter, unless Mr. Wiedenfels’ employment is terminated without Cause, for Good Reason, disability or the expiration of the employment term, in which case the restricted period for the noncompetition clause would be reduced to one year following termination.

If Mr. Wiedenfels ceases to comply with the noncompetition or nonsolicitation clauses in the Wiedenfels Agreement, any severance benefits or nonrenewal noncompetition benefits described above would be terminated and subject to repayment on demand (as applicable).

Cautionary Statement Regarding Forward- Looking Information

This Current Report on Form 8-K (including the exhibits attached hereto) contains certain “forward-looking statements.” Forward-looking statements include, without limitation, statements regarding the Company’s expectations, beliefs, intentions or strategies regarding the future, and can be identified by forward-looking words such as “anticipate,” “believe,” “could,” “continue,” “estimate,” “expect,” “intend,” “may,” “should,” “will” and “would” or similar words. These forward-looking statements are based on current expectations, forecasts and assumptions that involve risks and uncertainties and on information available to the Company as of the date hereof.

Forward-looking statements include, without limitation, statements about the benefits of the Separation, including future financial and operating results, the future company plans, objectives, expectations and intentions, and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties outside of our control. Among the risks and uncertainties that could cause actual results to differ from those described in the forward-looking statements are the following: the occurrence of any event, change or other circumstances that could give rise to the abandonment of the Separation or pursuit of a different structure; risks that any of the conditions to the Separation may not be satisfied in a timely manner; risks that the anticipated tax treatment of the proposed Separation is not obtained; risks related to potential litigation brought in connection with the Separation; uncertainties as to the timing of the Separation; risks and costs related to the Separation, including risks relating to changes to the configuration of the Company’s existing businesses; the risk that implementing the Separation may be more difficult, time consuming or costly than expected; risks related to financial community and rating agency perceptions of the Company and its business, operations, financial condition and the industry in which it operates; risks related to disruption of management time from ongoing business operations due to the Separation; failure to realize the benefits expected from the Separation; the final terms and conditions of the Separation, including the terms of any ongoing commercial agreements and arrangements, and the relationship, between Streaming & Studios and Global Networks following the Separation; the nature and amount of any indebtedness incurred by Streaming & Studios or Global Networks; effects of the announcement, pendency or completion of the Separation on the ability of the Company to retain and hire key personnel and maintain relationships with its suppliers, and on its operating results and businesses generally; risks related to the potential impact of general economic, political and market factors on the Company as it implements the Separation; and risks related to obtaining permanent financing and risks related to the tender offers and consent solicitations, in each case as described in the Current Report on Form 8-K filed with the SEC on June 9, 2025.

The Company’s actual results could differ materially from those stated or implied, due to risks and uncertainties associated with its business, which include the risks related to the Separation. Discussions of additional risks and uncertainties are contained in the Company’s filings with the SEC, including but not limited to the Company’s most recent Annual Report on Form 10-K and reports on Form 10-Q and Form 8-K.

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The Company is not under any obligation, and expressly disclaims any obligation, to update, alter, or otherwise revise any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future events, or otherwise. Persons reading this communication are cautioned not to place undue reliance on these forward-looking statements which speak only as of the date hereof.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit Number			Description
10.1			Amended and Restated Employment Agreement between David Zaslav, Warner Bros. Discovery, Inc. and Discovery Communications, LLC dated June 12, 2025.
10.2			Form of David Zaslav Non-Qualified Stock Option Grant Agreement*
10.3			Employment Agreement between Gunnar Wiedenfels, Warner Bros. Discovery, Inc. and Discovery Communications, LLC, dated June 12, 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)

*Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be supplementally provided to the SEC upon request.

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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.

Warner Bros. Discovery, Inc.

Date: June 16, 2025

By:

/s/ Tara L. Smith

Tara L. Smith

Executive Vice President and Corporate Secretary

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EX-10.1 2 ex101dzemploymentagmt.htm EX-10.1 ex101dzemploymentagmt

Execution Version 1 1011178780v10 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT is made as of this 12th day of June, 2025 (this “Agreement”), by and between Warner Bros. Discovery, Inc. (“WBD”), Discovery Communications, LLC (the “Company”), a wholly- owned subsidiary of WBD, and David Zaslav (the “Executive”), (collectively, the “Parties”), and amends and restates the prior Employment Agreement between the Executive and Discovery, Inc. dated as of May 16, 2021 (as amended, the “Prior Agreement”). WHEREAS, the Executive is currently employed by the Company and serves as the President and Chief Executive Officer (“CEO”) of WBD; WHEREAS, WBD has announced plans to effectuate a separation of its Global Networks division from its Streaming & Studios division through a spin-off (the “Spinoff”) of the Streaming & Studios division as a standalone public company (“ContentCo”); WHEREAS, unless and until the consummation of the Spinoff, WBD desires to continue to have access to the Executive’s services as President and CEO of WBD, and the Executive is willing to continue to provide such services, and the Parties desire to enter into this Agreement to secure the Executive’s employment during the term hereof, on the terms and conditions set forth herein; and WHEREAS, in the event that the Spinoff is consummated, the parties intend that this Agreement would be assigned to and assumed by ContentCo, with Executive serving as the President and CEO of ContentCo, on the terms and conditions set forth herein. NOW, THEREFORE, the Parties agree as follows: 1. Employment Terms Prior to Consummation of the Spinoff. Other than as set forth in Paragraph 6(d) and Paragraph 11(g) hereof, prior to the consummation of the Spinoff, the Executive shall continue to serve as the President and CEO of WBD on the terms and conditions set forth in Paragraphs 1 through 10 of the Prior Agreement (the “Pre-Spinoff Terms”), including the compensation terms set forth in Paragraph 4 of the Prior Agreement and the employee benefits and other perquisites set forth in Paragraphs 5 through 9 of the Prior Agreement. Effective as of the date hereof, Paragraph 10(g) of the Prior Agreement is deleted in its entirety except for the PRSU Treatment provided in Paragraph 11(g) hereof. 2. Employment Terms From and After Consummation of the Spinoff Or If No Spinoff Occurs by December 31, 2026. Other than as set forth in Paragraph 6(d) and Paragraph 11(g) hereof, Paragraphs 3 through 11 of this Agreement (the “Post-Spinoff Terms”) shall only be and become effective upon, and are contingent on, the consummation of the Spinoff. If the Spinoff is not consummated prior to December 31, 2026, then the Post-Spinoff Terms (other than Paragraph 6(d) and Paragraph 11(g)) shall be null and void, without further action on the part of any of the Parties, and Executive’s employment as the President and CEO of WBD shall continue to be subject to the Pre-Spinoff Terms until December 31, 2027, unless (i) earlier terminated pursuant to Paragraph 10 of the Prior Agreement or (ii) otherwise agreed by the Parties. For the avoidance of doubt, if the Executive’s employment is terminated for any reason prior to the consummation of the Spinoff, then the Post-Spinoff Terms shall be of no force or effect and Executive’s rights and entitlements upon such termination shall be governed solely by the Pre-Spinoff Terms and Paragraphs 6(d) and 11(g) hereof. The date that the Spinoff is consummated shall be referred to hereunder as the “Spinoff Effective Date”. 3. Title. Effective upon the Spinoff Effective Date, the Executive and WBD agree that the Executive will serve ContentCo as President and CEO, on the terms and conditions as specified in Paragraph 2, and the Executive will have the right to be nominated to the Board of Directors of ContentCo (the “Board”) while serving as the CEO,

2 1011178780v10 primarily based in ContentCo’s New York, New York offices, provided, however, that the Executive may from time to time render his services remotely from other ContentCo offices or a personal residence. 4. Employment Term. Effective as of the Spinoff Effective Date, the Executive’s employment shall be with ContentCo, and shall continue thereafter until December 31, 2030, unless sooner terminated pursuant to Paragraph 11 hereof (the “Term of Employment”). From and after the Spinoff Effective Date, references in this Agreement to the “expiration of the Term of Employment” shall refer to the expiration of the Term of Employment on December 31, 2030. 5. Duties. Effective from and after the Spinoff Effective Date, the Executive shall report directly and solely to the Board. The Executive shall have all of the power, authority and responsibilities customarily attendant to the position of President and CEO of ContentCo, including the supervision and responsibility for all operations and management of ContentCo and its subsidiaries (the “ContentCo Entities”). The Executive shall be the most senior executive having management responsibilities for the assets and day-to-day operations of ContentCo. During the Term of Employment, the Board shall not give another employee of ContentCo a title which includes the word “chairman”. The Executive shall work under the direction and control of the Board. The Executive agrees to render his services to ContentCo under this Agreement loyally and faithfully, to the best of his abilities and in substantial conformance with all laws, rules and ContentCo policies. The Executive shall be subject to all of ContentCo’s policies, including conflicts of interest. 6. Compensation. (a) Base Salary. Effective upon the Spinoff Effective Date, ContentCo shall pay the Executive a base salary (the “Base Salary”), to be paid on the same payroll cycle as other U.S.-based executive officers of ContentCo (which shall be not less frequently than bi-monthly), at an annual rate of Three Million Dollars ($3,000,000). (b) Annual Bonus. Effective upon the Spinoff Effective Date, the Executive shall be eligible to participate in ContentCo’s annual incentive compensation plan (the “Annual Plan”), as in effect from time to time, with an annual incentive payment target during each full fiscal year of the Term of Employment of 200% of Base Salary (the “Target”) with a maximum award equal to 200% of Target. The actual amount payable to the Executive as an “Annual Bonus” under the Annual Plan, including the portion of the Annual Bonus, if any, above Target, shall be dependent upon the achievement of performance objectives established in accordance with the Annual Plan by the Board or the committee of the Board responsible for administering such Annual Plan (the “Compensation Committee”) in good faith consultation with the Executive. So long as the Executive remains continuously employed under this Agreement through the end of each calendar year (or as otherwise specifically provided in Paragraph 11 following termination of employment), the Annual Bonus shall be earned by Executive and shall be paid in accordance with past practice, but in no event later than March 15 of the calendar year following the year of performance. In the calendar year, if any, in which the Spinoff Effective Date occurs (the “Consummation Year”), the Executive’s target bonus for the Consummation Year shall be calculated on a prorated basis as the sum of (i) the Executive’s target bonus as in effect at the beginning of the Consummation Year based on the Target set forth in the Prior Agreement (i.e., $22,000,000) and subject to the achievement in the period from January 1 of such Consummation Year through the Spinoff Effective Date of the applicable qualitative and quantitative objectives established for such year under the Prior Agreement, pro-rated for the portion of the Consummation Year occurring prior to the Spinoff Effective Date (with the applicable quantitative objectives measured on a pro-rated basis as well, taking into account performance through the Spinoff Effective Date and subject to reasonable adjustments for when the Spinoff Effective Date occurs in the Consummation Year, as determined in the good faith discretion of the Compensation Committee of WBD’s Board of Directors) and (ii) the Executive’s Annual Bonus on and after the Spinoff Effective Date based on the Target set forth in this Agreement (i.e., $6,000,000) and subject to the achievement of the applicable performance objectives established under the Annual Plan for such period, pro-rated for the portion of the Consummation Year following the Spinoff Effective Date. For the avoidance of doubt, (1) any Annual Bonus calculated in accordance with the immediately preceding sentence shall be paid at the time prescribed for bonuses in respect of the Consummation Year under the Annual Plan and (2) upon a termination of employment under Paragraph 11 of this Agreement following the Spinoff Effective Date that occurs in the Consummation Year, any partial bonus for the year of termination shall be calculated in accordance with the immediately preceding

3 1011178780v10 sentence, with a portion of such partial bonus calculated based on the Target set forth in the Prior Agreement (i.e., $22,000,000) and a portion of such partial bonus calculated based on the Target set forth in this Agreement (i.e., $6,000,000). (c) Annual Equity Program. So long as the Term of Employment has not terminated and provided that the Executive has not given notice of intent to terminate employment, except as expressly provided in the next sentence, for each calendar year during the Term of Employment and following the Spinoff Effective Date, whenever ContentCo grants its regular annual long-term incentive awards each year, the Executive will be eligible to receive an annual long-term incentive compensation award (the “Annual ContentCo LTI Award”) with a target value equal to (i) $15,500,000 in the first calendar year in which an Annual ContentCo LTI Award and (ii) $7,500,000 per year in each subsequent calendar year during the term of this Agreement. Notwithstanding the immediately preceding sentence, if the Spinoff Effective Date occurs after the Executive has already received an annual PRSU award in the Consummation Year pursuant to the terms of the Prior Agreement, then the Executive shall not be entitled to an Annual ContentCo LTI Award hereunder for the Consummation Year. Fifty percent (50%) of the value of any Annual ContentCo LTI Award made under this Paragraph 6(c) on or following the Spinoff Effective Date shall be made in the form of time-based restricted stock units (“RSUs”) and the remaining fifty percent (50%) of the value of such Annual ContentCo LTI Award shall be made in the form of performance-based restricted stock units (“PRSUs”). The terms and conditions of, and calculation of number of awards subject to, the Annual ContentCo LTI Award made following the Spinoff Effective Date shall be based on ContentCo’s then-standard practices and procedures for awards to other senior executives of ContentCo, as determined by the Compensation Committee; provided that upon the Executive’s termination of employment pursuant to Paragraph 11(a), (c) or (d) hereof, any outstanding RSUs or PRSUs then held by the Executive shall be treated as provided in such Paragraph. (d) 2025 Signing Awards. Effective as of the date hereof (June 12, 2025), the Executive shall receive a grant of 20,898,776 options to purchase WBD common stock (the “Signing Stock Options”) under the Warner Bros. Discovery Stock Incentive Plan (as amended and restated from time to time, the “WBD Incentive Plan”). Except as specifically stated herein, the Signing Stock Options shall have terms and conditions consistent with the Company’s standard award agreement, including a maximum term of seven (7) years from the date of grant. If a Spinoff is consummated, (x) upon the Spinoff Effective Date, the Signing Stock Options shall be converted solely into options to purchase shares of ContentCo stock based on the applicable methodology determined by WBD’s Compensation Committee at the time of the Spinoff (the “Adjustment Methodology”) and the Exercise Price and corresponding Stock Price Hurdles of the Signing Stock Options shall accordingly be adjusted based on the Adjustment Methodology and, (y) on and following the Spinoff Effective Date, all references in this Paragraph 6(d) to employment with WBD shall be deemed to refer to Executive’s employment with ContentCo and all references to WBD shall be deemed to be references to ContentCo. In the event that a Spinoff or other Qualifying Transaction (as defined below) is not consummated prior to December 31, 2026, the Signing Stock Options shall be treated as set forth in subparagraph (iii) hereof. (i) Vesting Generally. Subject to subparagraph (ii) and (iii) below, forty percent (40%) of the Signing Stock Options (the “Time-Based Options”) shall vest in five equal annual installments on each of the first five anniversaries of the date hereof, so long as Executive is employed by WBD or ContentCo, as applicable, on the applicable anniversary date (the “Service Condition”). The remaining 60% of the Signing Stock Options (the “Performance-Based Options”) shall be divided into three approximately equal tranches (each, a “Tranche”) as set forth in the table below, with the exercisability of the options subject to each Tranche subject to the satisfaction of a comparable Service Condition and to the achievement of the following “Performance-Based Conditions”: (A) Performance-Based Conditions. Each Tranche of Performance-Based Options shall be deemed to satisfy the applicable Performance-Based Conditions upon the achievement on any Measurement Date of a VWAP Price equal to or exceeding the applicable “Stock Price Hurdle” for such Tranche set forth in the table below. For example, if following the second anniversary of the date hereof, the Stock Price Hurdle for Tranche A of the Performance-Based Options is achieved (and assuming that the Spinoff has then been consummated, Executive remains employed with ContentCo and no other Qualifying Transaction or Change in Control of ContentCo has occurred), the Executive would then be vested in 24% of the Signing Stock Options, calculated as 40% of the Time-Based Options, which make up 40% of the total award (i.e., 16% of the Signing Stock Options) plus 40% of

4 1011178780v10 Tranche A of the Performance-Based Options, which make up 20% of the total award (i.e., 8% of the Signing Stock Options). Tranche Shares Stock Price Hurdle A 4,179,755 120% of Exercise Price B 4,179,755 150% of Exercise Price C 4,179,756 165% of Exercise Price (B) Definitions. For purposes of the Performance-Based Options, (1) “VWAP Price” shall mean the volume-weighted average stock price achieved based on the closing prices of WBD Common Stock or ContentCo common stock, if applicable, over any period of 30 consecutive trading days occurring during the Performance Period, (2) “Performance Period” shall mean the period from the date hereof through and including the fifth anniversary of the date hereof, (3) “Measurement Date” shall mean any day during the Performance Period that the Performance-Based Options are outstanding and have not been forfeited and (4) “Exercise Price” shall mean the exercise price of the Signing Stock Options as set forth in the applicable award agreement, which shall not be less than the fair market value of WBD common stock on the grant date. (ii) Special Vesting Conditions. Notwithstanding anything to the contrary in this Agreement, the equity incentive plan adopted by ContentCo or the applicable award agreement, upon the occurrence any of the events set forth in this subparagraph (ii) during the Performance Period, the Signing Stock Options shall be treated as follows: (A) Death or Disability, Termination other than for Cause or for Good Reason. In the event of a termination of the Executive’s employment with WBD prior to the Spinoff Effective Date or ContentCo on or after the Spinoff Effective Date (A) due to the Executive’s death or Disability, (B) by the Executive for Good Reason or (C) by the Board for any reason other than for Cause (any such termination, a “Qualifying Termination”), (1) the Service Condition shall be waived as to both the Time-Based Options and the Performance-Based Options and (2) the Stock Price Hurdle applicable to each Tranche of the Performance-Based Options, if and to the extent not achieved prior to the Qualifying Termination, shall continue to be eligible to be satisfied until the earlier of the one-year anniversary of the effective date of the Executive’s Qualifying Termination and the end of the Performance Period. Any Signing Stock Options that have not vested and been exercised on or before the one-year anniversary of the date of Executive’s Qualifying Termination (including, without limitation, because the Stock Price Hurdles applicable to a given Tranche have not been achieved) shall be immediately and automatically forfeited and cancelled. (B) Termination for Any Other Reason, Termination for Cause. In the event of the Executive’s termination of employment with WBD prior to the Spinoff Effective Date or ContentCo on or after the Spinoff Effective Date for any reason other than a Qualifying Termination, any then-vested and exercisable Signing Stock Options shall remain outstanding and exercisable for ninety (90) days following the date of such termination and any Signing Stock Options that have not vested as of such termination (including, without limitation, because the Stock Price Hurdles applicable to a given Tranche have not been achieved) shall be immediately and automatically forfeited and cancelled. Notwithstanding the foregoing, in the event of Executive’s termination of employment for Cause, all of the Signing Stock Options, whether vested or unvested, shall immediately be forfeited. (C) Pre-Spinoff Qualifying Transaction. In the event that prior to the Spinoff Effective Date there shall occur (A) a Change in Control (as defined in Paragraph 11(g) of this Agreement) of WBD, (B) a sale of WBD’s Streaming & Studios division or (C) a sale of all or substantially all the assets of WBD’s Streaming & Studios division (any such transaction, a “Qualifying Transaction”), then (1) the Service Condition shall cease to apply to any then outstanding Time-Based Options or Performance-Based Options and (2) each Tranche of the Performance-Based Options shall be eligible to vest and be earned upon the consummation of such Qualifying Transaction if and to the extent that

5 1011178780v10 the per-share price attained at or immediately prior to the consummation of such Qualifying Transaction equals or exceeds the corresponding Stock Price Hurdle for such Tranche of Performance- Based Options. Any Tranche of Performance-Based Options that has not or does not become vested and earned at or before any such Qualifying Transaction shall be immediately and automatically forfeited and cancelled. (D) Post-Spinoff Change in Control. Following the Spinoff Effective Date, in the event of a Change in Control (as defined in Paragraph 11(g) of this Agreement) of ContentCo during the Performance Period, (1) the Service Condition shall cease to apply to any then outstanding Time- Based Options or Performance-Based Options and (2) each Tranche of the Performance-Based Options shall vest and be earned upon the consummation of such Change in Control if and to the extent that the per-share price received by holders of ContentCo common stock at or immediately prior to the consummation of such Change in Control equals or exceeds the corresponding Stock Price Hurdle (as adjusted in the Spinoff using the Adjustment Methodology) for such Tranche of Performance-Based Options. Any Tranche of Performance-Based Options that has not or does not become vested and earned at or before any such Change in Control shall be immediately and automatically forfeited and cancelled. (iii) Failure to Consummate a Spinoff or Qualifying Transaction. Notwithstanding any other provision in this Agreement to the contrary, if neither a Spinoff has been consummated nor a Qualifying Transaction has occurred, in either case, prior to December 31, 2026, then (1) any Time-Based Options that have satisfied the Service Condition as of such date shall remain outstanding and (2) the remaining portion of the Time-Based Options for which the Service Condition has not been satisfied, and all of the Performance-Based Options (regardless of the extent to which the applicable Service Condition and/or the Stock Price Hurdles have been satisfied or achieved), shall be immediately and automatically forfeited as of such date. (iv) Additional Options. On January 2, 2026, the Executive shall receive an additional grant of options under the WBD Incentive Plan to purchase 3,052,734 shares of WBD common stock (“Follow-on Grant”), provided he is employed by the Company on such date. Such award is intended to supplement the Signing Stock Options. Except as stated herein, such options shall have terms and conditions consistent with the Company’s standard award agreement, with 40% of such options vesting on the same schedule as the Time-Based Options and the remaining 60% vesting on the same schedule and subject to the same Stock Price Hurdles as the Performance- Based Options (i.e., 20% of the Follow-on Grant subject to the 120% Stock Price Hurdle, 20% of the Follow-on Grant subject to the 150% Stock Price Hurdle and 20% of the Follow-on Grant subject to the 165% Stock Price Hurdle). Notwithstanding the foregoing, if the value of WBD common stock on the date of grant exceeds the Exercise Price of the Signing Stock Options, the exercise price of the options subject to the Follow-On Grant shall be the closing price of WBD common stock on the date of grant and the Parties shall discuss how to make up for the lost economic value attributable to the higher exercise price (e.g., through the grant of additional stock options which have a Black Scholes value equal to the difference between the Black Scholes value of the option promised in the first sentence hereof and the option with the higher exercise price than the Signing Stock Options, or a grant of a full value award for a number of shares equal to the difference between the exercise prices on the 3,052,734 shares). For purposes of clarity, the Stock Price Hurdles applicable to the Performance-Based Options of the Follow-on Grant shall be based on the same Exercise Price as the Signing Stock Options. (v) Exercisability. Notwithstanding any other provision in this Agreement to the contrary, no Performance-Based Option may be exercised prior to the earlier to occur of the consummation of a Spinoff or the occurrence of a Qualifying Transaction. (vi) Broker-Assisted Exercise. The Executive shall have the right to pay the exercise price for the Signing Stock Options, as well as the taxes on the compensation recognized upon such exercise (up to his estimated marginal tax rate), through a contemporaneous broker-assisted sale of shares by the Executive (subject to all applicable securities laws). (e) Stockholding Requirements. Effective as of the Spinoff Effective Date, the Executive has agreed to hold a number of shares of ContentCo’s common stock, which is equal to the number of shares of WBD common stock the Executive is required to hold as of immediately prior to the Spinoff under the Prior Agreement (i.e., 1,500,000

6 1011178780v10 shares of WBD common stock as of the date hereof), as adjusted upon the consummation of the Spinoff by applying the applicable adjustment methodology, to be determined by the Compensation Committee. Upon the Spinoff Effective Date, the foregoing holding requirements will supersede any holding requirements applicable to the Executive under the Prior Agreement. PRSU awards are not counted until shares are delivered; similarly, Stock Options are not counted until exercised and shares are delivered. These holding requirements shall expire with the Term of Employment. (f) Withholding. WBD, or after the Spinoff Effective Date, ContentCo (or any of their respective affiliates) will have the right to withhold from payments otherwise due and owing to the Executive, an amount sufficient to satisfy any federal, state, and/or local income and payroll taxes, any amount required to be deducted under any employee benefit plan in which the Executive participates or as required to satisfy any valid lien or court order. 7. Employee Benefits. Effective as of the Spinoff Effective Date, the Executive shall be eligible during the Term of Employment for the Employee Benefits set forth in this Paragraph 7. (a) Group Benefits. The Executive shall be eligible to participate in all employee benefit plans and arrangements sponsored or maintained by ContentCo for the benefit of its senior executive group, including, without limitation, all group insurance plans (term life, medical and disability) and retirement plans, as long as any such plan or arrangement remains generally applicable to its senior executive group. The Executive shall be entitled to four (4) weeks of vacation in each calendar year of employment; the Executive may take vacation in accordance with ContentCo policy, consistent with the best interests of ContentCo; and annual leave not taken during a calendar year shall be carried forward and/or forfeited in accordance with ContentCo policy. (b) Office. ContentCo will provide the Executive with office space and such other facilities, support staff (Executive Assistant) and services suitable to his position, adequate for the performance of his duties and reasonably acceptable to Executive. (c) Equipment. ContentCo will provide and pay all such reasonable expenses related to Executive’s use of mobile technology during the Term of Employment, including monthly fees for business use of a cellular telephone, a wireless email device (e.g., an IPhone), a personal digital assistant (PDA), and a laptop computer, in each case as approved by ContentCo, to allow Executive to perform his job duties outside of ContentCo’s offices. 8. Business Expenses. From the date hereof and continuing on the Spinoff Effective Date, the Executive shall be reimbursed for all reasonable expenses incurred by him in the discharge of his duties, including, but not limited to, expenses for entertainment and travel, provided the Executive shall account for and substantiate all such expenses in accordance with WBD’s, or after the Spinoff, ContentCo’s, written policies for its senior executive group. Effective as of the Spinoff Effective Date, Executive shall be entitled to travel via ContentCo aircraft, pursuant to ContentCo policy (which is initially expected to be consistent with WBD’s past practice), or first class air transportation. 9. Car Allowance. Continuing on the Spinoff Effective Date, during the Term of Employment the Executive will receive a car allowance of $ 1,400 per calendar month. 10. Airplane. Effective as of the Spinoff Effective Date, the Executive shall cease to be eligible to use WBD’s aircraft as provided under the Prior Agreement and shall instead be eligible during the Term of Employment to use ContentCo’s aircraft or any other private aircraft for up to 125 hours of personal use during each calendar year for which ContentCo shall pay for such use; provided that for the Consummation Year, ContentCo shall receive credit for any hours of personal use provided by WBD. Executive shall have the right to permit his spouse to travel separate and apart from Executive, provided such travel is to join the Executive at a location where he has travelled for business purposes, which spousal travel shall be considered personal use. If ContentCo requests that a family member or guest accompany the Executive on a business trip such use shall not be considered personal use, and to the extent ContentCo imputes income to the Executive for such requested family member or guest travel, ContentCo may, consistent with company policy, pay the Executive a lump sum “gross-up” payment sufficient to make the

7 1011178780v10 Executive whole for the amount of federal, state and local income and payroll taxes due on such imputed income as well as the federal, state and local income and payroll taxes with respect to such gross- up payment. 11. Termination. Prior to the Spinoff, Executive’s employment with WBD may be terminated in accordance with Paragraph 10 of the Prior Agreement and Executive shall, except as expressly set forth in Paragraph 11(g) hereof, be entitled to the payments and benefits set forth in Paragraph 10 of the Prior Agreement, subject to the applicable release requirement set forth in Paragraph 10 of the Prior Agreement. Notwithstanding the provisions of Paragraph 4 of this Agreement, following the Spinoff Effective Date, the Executive’s employment with ContentCo under this Agreement and the Term of Employment hereunder shall terminate on the earliest of the following dates: (a) Death. Upon the date of the Executive’s death. In such event, ContentCo shall pay to the Executive’s legal representatives or named beneficiaries (as the Executive may designate from time to time in a writing delivered to ContentCo): (i) the Executive’s accrued but unpaid Base Salary through the date of termination, plus (ii) any Annual Bonus for a completed year which was earned but not paid as of the date of termination; plus (iii) any accrued but unused vacation leave pay as of the date of termination; plus (iv) any accrued vested benefits under ContentCo’s employee welfare and tax-qualified retirement plans, in accordance with the terms of those plans; plus (v) reimbursement of any business expenses in accordance with Paragraph 8 hereof ((i), (ii), (iii), (iv) and (v) hereinafter, the “Accrued Benefits”). In addition, (x) ContentCo shall pay an amount equal to a fraction of the Annual Bonus the Executive would have received for the calendar year of the Executive’s death, where the numerator of the fraction is the number of calendar days the Executive was actively employed during the calendar year and the denominator of the fraction is 365, which amount shall be payable at the time ContentCo normally pays the Annual Bonus and (y) the Executive’s family may elect to (1) continue to receive coverage under ContentCo’s group health benefits plan to the extent permitted by, and under the terms of, such plan and to the extent such benefits continue to be provided to the survivors of ContentCo executives at Executive’s level in ContentCo generally, or (2) receive COBRA continuation of the group health benefits previously provided to the Executive’s family pursuant to Paragraph 7 (provided his family timely elects such COBRA coverage) in which case ContentCo shall pay the premiums for such COBRA coverage up to the maximum COBRA period, provided that if ContentCo determines that the provision of continued group health coverage at ContentCo’s expense may result in Federal taxation of the benefit provided thereunder to Executive’s family (e.g., because such benefits are provided on a self- insured basis by ContentCo), or if other penalties applied to ContentCo, then the family shall be obligated to pay the full monthly premium for such coverage and, in such event, ContentCo shall pay Executive’s surviving spouse, in a lump sum (or, if such lump sum would violate IRC 409A, in monthly installments), an amount equivalent to the monthly premium for COBRA coverage for the remaining balance of the maximum COBRA period. In addition, upon the Executive’s death, any outstanding RSUs shall become fully vested and the Signing Stock Options shall be treated as set forth in Paragraph 6(d). If the Executive dies during the Term of Employment and prior to the last day of the performance period for any tranche of PRSUs (including any PRSUs granted under the Prior Agreement), then the Executive shall be entitled to a pro-rata portion (based on the number of days Executive was employed during the performance period) of such tranche of PRSUs, based upon actual performance through the end of the applicable performance period, as certified by the Compensation Committee, as if the Executive’s employment had not terminated. The payment in respect of the PRSUs shall be distributed to the Executive’s designated beneficiary (or estate, if there is no designated beneficiary or the designated beneficiary did not survive the Executive) in a lump sum at the same time as the Executive would have been paid in respect of the PRSUs if he had continued to be employed by ContentCo. (b) Cause. Upon the date specified in a written notice from the Board terminating the Executive’s employment for “Cause.” In such event, ContentCo shall pay to the Executive the Accrued Benefits, and all other benefits or payments due or owing the Executive shall be forfeited. ContentCo shall have “Cause”: (i) As a result of the Executive’s gross neglect, willful malfeasance or willful gross misconduct in connection with his employment hereunder which has had a material adverse effect on the business of ContentCo, unless the Executive reasonably believed in good faith that such act or non-act was in or not opposed to the best interests of ContentCo;

8 1011178780v10 (ii) If the Executive is convicted of, or pleads guilty or nolo contendre to, fails to defend against, a felony; (iii) If the Executive substantially and continuously refuses to perform his duties hereunder or to follow the lawful directions of the Board (provided such directions do not include meeting any specific financial performance metrics); (iv) Upon the Executive’s material breach of the provisions of Paragraph 12; (v) If the Executive violates any policy of ContentCo that is generally applicable to all employees or all officers of ContentCo or ContentCo’s code of conduct, that the Executive knows or reasonably should know could reasonably be expected to result in a material adverse effect on ContentCo; or (vi) If the Executive fails to cooperate, if requested by the Board, with any investigation or inquiry into his or ContentCo’s business practices. The Executive’s employment shall not be terminated for Cause under this subparagraph (b) unless ContentCo notifies the Executive in writing of its intention to terminate his employment for Cause, describes with reasonable specificity the circumstances giving rise thereto, and (provided the Board believes such circumstances are susceptible of being cured by the Executive) provides the Executive a period of at least ten (10) business days to cure, and the Executive has failed to effect such a cure within such period. The Board, in its reasonable discretion, exercised in good faith, shall determine whether the Executive has cured the circumstances giving rise to Cause. (c) Other Than for Cause or for Good Reason. Upon the date specified in a written notice (i) from the Board terminating the Executive’s employment for any reason other than for Cause, the Executive’s death, the Executive’s “Disability,” or the expiration of the Term of Employment (and in the event no date is specified in the notice, the termination shall be effective upon the date on which the notice is delivered to the Executive); or (ii) from the Executive terminating his employment for “Good Reason.” In such event, the Company shall pay to the Executive: (v) the Accrued Benefits; plus (w) an amount equal to a fraction of the Annual Bonus the Executive would have received for the calendar year of the termination, where the numerator of the fraction is the number of calendar days the Executive was employed during the calendar year and the denominator of the fraction is 365, which amount shall be payable at the time ContentCo normally pays the Annual Bonus and subject to achievement of the applicable performance metric; (x) an amount equal to one-twelfth (1/12) of the average annualized Base Salary the Executive was earning in the calendar year of the termination and the immediately preceding calendar year, multiplied by the applicable number of months in the Severance Period, which amount shall be paid in substantially equal payments over the course of the Severance Period in accordance with the Company’s normal payroll practices during such period; plus (y) an amount equal to one-twelfth (1/12) of the average Annual Bonus paid to the Executive (including any such Annual Bonuses paid to the Executive by WBD prior to the Spinoff) for the immediately preceding two (2) years (provided that the amount of any Annual Bonus in excess of $12,000,000 shall be disregarded), multiplied by the number of months in the Severance Period, which amount shall be paid in substantially equal payments over the course of the Severance Period in accordance with the Company’s normal payroll practices during such period; plus (z) the Executive and his dependents may elect to (1) continue to receive coverage under ContentCo’s group health benefits plan to the extent permitted by, and under the terms of, such plan and to the extent such benefits continue to be provided to the former executives of ContentCo generally, or (2) receive COBRA continuation of the group health benefits previously provided to the Executive and his family pursuant to Paragraph 7 (provided Executive timely elects such COBRA coverage) in which case ContentCo shall pay the premiums for such COBRA coverage up to the maximum applicable COBRA period, provided that if ContentCo determines that the provision of continued group health coverage at ContentCo’s expense may result in Federal taxation of the benefit provided thereunder to Executive or his family (e.g., because such benefits are provided on a self-insured basis by ContentCo) or if other penalties applied to ContentCo, then the Executive shall be obligated to pay the full monthly premium for such coverage and, in such event, ContentCo shall pay the Executive, in a lump sum (or, if such lump sum would violate IRC 409A, in monthly installments), an amount equivalent to the monthly premium for COBRA coverage for the remaining balance of the maximum COBRA period (provided, that ContentCo shall cease to pay such COBRA premiums at such time that Executive obtains new employment and is eligible for health insurance benefits from the new employer or COBRA rights otherwise expire) ( (w),(x) (y) and (z) hereinafter, the “Severance

9 1011178780v10 Benefits”). For the purposes of this Agreement, the “Severance Period” shall be a period of twenty-four (24) months commencing on the termination of the Executive’s employment. In addition, upon Executive’s termination pursuant to this Paragraph 11(c), any outstanding RSUs shall become fully vested and the Signing Stock Options shall be treated as set forth in Paragraph 6(d). If the Executive’s employment is terminated by the Executive for Good Reason or by the Company other than for Cause, in either case, prior to the last day of the performance period for any tranche of PRSUs (other than any PRSUs granted under the Prior Agreement), then the Executive shall be entitled to a pro-rata portion (based on the percentage (not to exceed 100%) determined by dividing the (x) sum of the (1) the number of days Executive was employed during the performance period plus (2) 730 by (y) the number of days in the applicable performance period) of such tranche of PRSUs, based upon actual performance through the end of the applicable performance period, as certified by the Compensation Committee, as if the Executive’s employment had not terminated. PRSUs granted under the Prior Agreement shall be treated in accordance with Paragraph 10(c) of the Prior Agreement. The PRSUs granted under this Agreement and PRSUs granted under the Prior Agreement shall be paid at the same time as if the Executive continued to be employed by ContentCo. The Executive shall have “Good Reason” as a result of ContentCo’s: (i) reduction of Executive’s Base Salary; (ii) material reduction in the amount of the Annual Bonus which Executive is eligible to earn; (iii) relocation of Executive’s primary office at ContentCo to a facility or location that is more than forty (40) miles away from Executive’s primary office location immediately prior to such relocation and is further away from Executive’s residence; (iv) material reduction of Executive’s duties, which for purposes of clarity includes no longer reporting to the board of directors of a public company; or (v) material breach of this Agreement. For the avoidance of doubt, any changes to the Executive’s Base Salary, Annual Bonus or duties as set forth in this Agreement as a result of the Spinoff shall not constitute Good Reason. The Executive’s employment shall not be terminated for Good Reason under this subparagraph (c) unless the Executive notifies the Board in writing, within 90 days of the event or last event giving rise to the alleged Good Reason, of his intention to terminate his employment for Good Reason, describes with reasonably specificity the circumstances giving rise thereto, and (provided such circumstances are susceptible of being cured by ContentCo) provides ContentCo a period of at least ten (10) business days to cure, and ContentCo has failed to effect such a cure within such period and the Executive then resigns within ten (10) business days following the end of the cure period. (d) Disability. Upon the date specified in a written notice from the Board of Directors terminating the Executive’s employment for “Disability.” In the event of the Executive’s Disability, ContentCo shall pay to the Executive (v) the Accrued Benefits; plus (w) an amount equal to a fraction of the Annual Bonus the Executive would have received for the calendar year of the Executive’s Disability, where the numerator of the fraction is the number of calendar days the Executive was actively employed during the calendar year and the denominator of the fraction is 365, which amount shall be payable at the time ContentCo normally pays the Annual Bonus; plus (x) the Executive and his dependents may elect to (1) continue to receive coverage under ContentCo’s group health benefits plan to the extent permitted by, and under the terms of, such plan and to the extent such benefits continue to be provided to the former executives of ContentCo generally, or (2) receive COBRA continuation of the group health benefits previously provided to the Executive and his family pursuant to Paragraph 7 (provided Executive timely elects such COBRA coverage) in which case ContentCo shall pay the premiums for such COBRA coverage up to the maximum applicable COBRA period, provided that if ContentCo determines that the provision of continued group health coverage at ContentCo’s expense may result in Federal taxation of the benefit provided thereunder to Executive or his family (e.g., because such benefits are provided on a self-insured basis by ContentCo) or if other penalties applied to ContentCo, then the Executive shall be obligated to pay the full monthly premium for such

10 1011178780v10 coverage and, in such event, ContentCo shall pay the Executive, in a lump sum (or if such lump sum would violate IRC 409A in monthly installments), an amount equivalent to the monthly premium for COBRA coverage for the remaining balance of the maximum COBRA period (provided, that ContentCo shall cease to pay such COBRA premiums at such time that Executive obtains new employment and is eligible for health insurance benefits from the new employer). In addition, upon the Executive’s termination pursuant to this Paragraph 11(d), any outstanding RSUs shall become fully vested and the Signing Stock Options shall be treated as set forth in Paragraph 6(d). If the Executive’s employment is terminated as a result of Disability during the Term of Employment and prior to the last day of the performance period for any tranche of PRSUs (including any PRSUs granted under the Prior Agreement), then the Executive shall be entitled to a pro-rata portion (based on the number of days Executive was employed during the performance period) of such tranche of PRSUs, based upon actual performance through the end of the applicable performance period, as certified by the Compensation Committee, as if the Executive’s employment had not terminated. The PRSUs shall be paid at the same time as if the Executive continued to be employed by ContentCo. For purposes of this Agreement, the Executive shall be deemed to have a “Disability” if the Executive is unable to perform substantially all of his duties under this Agreement in the normal and regular manner due to mental or physical illness or injury, and has been unable so to perform for one hundred fifty (150) days or more during the twelve (12) consecutive months then ending. The determination of Executive’s Disability shall be made by the Board. The Executive shall cooperate fully with any physician or health care professional (the “Doctor”) chosen by the Board, in its sole discretion, to review Executive’s medical condition. The Executive shall cooperate with the Doctor by, among other things, executing any necessary releases to grant the Doctor full access to any and all of the Executive’s medical records, authorizing or requiring physicians and other healthcare professionals who have treated or dealt with the Executive to consult with the Doctor and submitting to such physical examinations or testing as may be requested by the Doctor. The Executive shall be deemed to have a Disability if he is receiving disability benefits under the long term disability plan sponsored by ContentCo. (e) Quit. Upon the date the Executive resigns or otherwise terminates his employment with ContentCo other than with Good Reason or on account of Executive’s death. In the event of the Executive’s quit, ContentCo shall pay to the Executive the Accrued Benefits, and all other benefits or payments due or owing the Executive shall be forfeited, except for any vested equity awards held by the Executive and any other vested benefits (including under any WBD or ContentCo deferred compensation plans or any other plans of the Company). Notwithstanding anything to the contrary in this Agreement, the Executive shall be eligible for any benefits the Executive would receive upon retirement under any other ContentCo plan for which the Executive is eligible. (f) Term. Upon the expiration of the Term of Employment. In the event of the termination of the Executive’s employment upon the expiration of the Term of Employment (on December 31, 2030), ContentCo shall pay to the Executive (w) the Accrued Benefits; plus (x) the Executive and his dependents may elect to (1) continue to receive coverage under ContentCo’s group health benefits plan to the extent permitted by, and under the terms of, such plan and to the extent such benefits continue to be provided to the former executives of ContentCo generally, or (2) receive COBRA continuation of the group health benefits previously provided to the Executive and his family pursuant to Paragraph 7 (provided Executive timely elects such COBRA coverage) in which case ContentCo shall pay the premiums for such COBRA coverage up to the maximum applicable COBRA period, provided that if ContentCo determines that the provision of continued group health coverage at ContentCo’s expense may result in Federal taxation of the benefit provided thereunder to Executive or his family (e.g., because such benefits are provided on a self-insured basis by ContentCo) or if other penalties applied to ContentCo, then the Executive shall be obligated to pay the full monthly premium for such coverage and, in such event, ContentCo shall pay the Executive, in a lump sum (or if such lump sum would violate IRC 409A in monthly installments), an amount equivalent to the monthly premium for COBRA coverage for the remaining balance of the maximum COBRA period (provided, that ContentCo shall cease to pay such COBRA premiums at such time that Executive obtains new employment and is eligible for health insurance benefits from the new employer or COBRA rights otherwise expire); plus (y) an amount equal to the sum of (1) the annualized Base Salary the Executive was earning upon expiration of the Term and (2) $12,000,000 (equal to the maximum Annual Bonus payable to the Executive pursuant to Paragraph 6(b)), which amount shall be paid in substantially equal payments over the course of the twelve (12) months immediately following his Separation From Service after the expiration of the Term of Employment, in

11 1011178780v10 accordance with ContentCo’s normal payroll practices during such period. It is the intent of the Parties that the deferred compensation under this subparagraph will not be due or paid if the Executive is entitled to receive Severance Benefits under Paragraph 11(c). In addition, upon Executive’s termination pursuant to this Paragraph 11(f), any outstanding RSUs shall become fully vested and the Signing Stock Options shall be treated as set forth in Paragraph 6(d). If the Executive’s employment terminates upon the expiration of the Term of Employment and prior to the last day of the performance period for any tranche of PRSUs, then the Executive shall be entitled to a pro-rata portion (based on the percentage (not to exceed 100%) determined by dividing (x) the sum of the (1) the number of days Executive was employed during the performance period and (2) 365 by (y) the number of days in the applicable performance period) of such tranche of PRSUs, based upon actual performance through the end of the applicable performance period, as certified by the Compensation Committee, as if the Executive’s employment had not terminated. The PRSUs shall be paid at the same time as if the Executive continued to be employed by ContentCo. (g) Change in Control. Effective as of the date hereof, the Prior Agreement is amended to delete Paragraph 10(g) in its entirety and the Executive’s incremental rights upon a Change in Control (as defined in the Prior Agreement) under Paragraph 10(g) of the Prior Agreement shall terminate immediately, except that if Executive’s employment is terminated other than for “Cause” or for “Good Reason”(i.e., pursuant to Paragraph 10(c) of the Prior Agreement), in either case, within the 12-month period following a Change in Control (as defined in the Prior Agreement), then any outstanding PRSUs granted in 2025, 2026 or 2027 under the Prior Agreement for which the performance period has not ended shall be earned at the maximum level of performance, regardless of actual performance and the underlying PRSUs shall be distributed immediately to the extent permissible under IRC 409A (the “PRSU Treatment”). From and after the date hereof, upon a Change in Control (as defined below), Executive’s Signing Stock Options shall be treated as set forth in Paragraph 6(d) and to the extent that the Executive’s employment terminates in accordance with Paragraph 11(c) hereof within twelve months following the consummation of a Change in Control, any outstanding RSUs shall become fully vested and if such termination is prior to the last day of the performance period for any tranche of PRSUs, such PRSUs (other than any PRSUs subject to the PRSU Treatment) shall be deemed to have vested at the greater of target or actual performance and the PRSUs shall be distributed immediately to the extent permissible under IRC 409A. For the purposes of this Agreement, “Change in Control” shall, prior to the Spinoff Effective Date, have the meaning set forth in the WBD Incentive Plan (except for purposes of the PRSU Treatment) and, effective as of the Spinoff Effective Date, have the meaning set forth in the equity incentive plan adopted by ContentCo. Notwithstanding the foregoing, (i) neither (x) the Spinoff nor (y) a sale of WBD’s Global Networks division (or all or substantially all of such division’s assets) shall be deemed to be a “Change in Control” for any purpose under this Agreement or the Prior Agreement, and (ii) a Change in Control will not accelerate the payment of any “deferred compensation” (as defined under IRC 409A) unless the Change in Control also qualifies as a change in control under Treasury Regulation 1.409A-3(i)(5). Effective as of the Spinoff Effective Date, following the termination of the Term of Employment and the Executive’s employment under this Agreement, ContentCo will have no further liability to the Executive hereunder and no further payments will be made to him, except as provided in subparagraphs (a) through (g) above. On or following the date of termination of the Executive’s employment pursuant to subparagraph (c), (d), (f) or (g) above, in consideration of the payments to be made to the Executive pursuant to such subparagraph (other than the Accrued Benefits, which are payable regardless of whether the Executive signs a release) and as a condition to the payment thereof, the Executive agrees to execute a release of any claims against ContentCo, its employees, officers, directors, members, shareholders, affiliates and subsidiaries arising out of, in connection with or relating to the Executive’s employment with or termination of employment from ContentCo including any claims under the terms of this Agreement and including a release of claims under the Age Discrimination in Employment Act, in a form to be provided by ContentCo. The release must become irrevocable within sixty (60) calendar days (or such earlier date as the release provides) after termination. Payment of any “409A Payment” (as defined in Paragraph 16(a)) shall be made as provided in subparagraph (c), (d), (f) or (g), as modified by Paragraph 16(a), but, in any event, not before the first business day of the year subsequent to the year in which occurs the date of termination if the sixty (60) calendar day period specified above ends in the calendar year subsequent to such date of termination. ContentCo agrees that such release will provide that: (1) the Term of Employment has ended and ContentCo will no longer

12 1011178780v10 require the Executive to perform any additional duties under this Agreement on behalf of ContentCo, except those post-employment duties contemplated by the release (if any) and Paragraphs 12, and 13 below; (2) other than as set forth or otherwise addressed in the release, the Board has no actual knowledge of any claim, charge or complaint against the Executive; and (3) the release shall not be construed to prohibit the Executive from presenting any defense against any claim, charge or complaint ContentCo subsequently may bring against him. For the avoidance of doubt, if Executive’s employment with WBD terminates for any of the reasons set forth in subparagraph (c), (d), (f) or (g) above, as a condition to any payment due to Executive under Paragraph 10 of the Prior Agreement, Executive shall be required to execute a release of claims against WBD in accordance with the Prior Agreement. In the event that the Term of Employment has expired, no successor agreement has been executed by the Executive and WBD or ContentCo, as applicable, and the Executive continues to provide his services to WBD or ContentCo, as applicable at the request of WBD or ContentCo, as applicable, such employment shall be at will on such terms and conditions as may be established by WBD or ContentCo, as applicable and may be terminated for any reason or no reason at any time by the applicable Party with or without notice. 12. Restrictive Covenants. Except as expressly provided herein, upon the Spinoff Effective Date, any references in this Paragraph 12 to “WBD” or a “WBD Entity” shall instead be deemed to refer to “ContentCo” or a “ContentCo Entity”. Notwithstanding the immediately preceding sentence, for the two-year period immediately following the Spinoff Effective Date, Executive shall continue to be bound by the covenants in this Paragraph 12 with respect to any portion of WBD’s business not continued by ContentCo following the Spinoff and WBD shall continue to enjoy and enforce all of the rights and benefits under this Paragraph 12 for such two-year period; provided, however, (i) that decisions with respect to allocation of employees in the Spinoff will not be considered a breach of this Paragraph 12 and (ii) the operation of ContentCo and the Executive’s performance of his role as President and CEO of ContentCo in the ordinary course of business will not be considered a breach of this Paragraph 12. For the avoidance of doubt, Executive’s employment with ContentCo following the Spinoff Effective Date shall not be deemed to violate any of the covenants set forth in this Paragraph 12. (a) Exclusive Services. The Executive shall during the Term of Employment, except during vacation periods, periods of illness and the like, devote his full and undivided business time and attention to his duties and responsibilities for WBD. During the Executive’s employment with WBD, the Executive shall not engage in any other business activity that would interfere with his responsibilities or the performance of his duties under this Agreement, provided that the Executive may sit on the boards of directors of other entities, with the prior written approval of the Board. The Executive will not during the Term of Employment solicit offers for the Executive’s services, negotiate with potential employers, enter into any oral or written agreement for the Executive’s services, give or accept any option for the Executive’s services, enter into the employment of, perform services for, or grant or receive future rights of any kind relating to the Executive’s services to or from any person or entity whatsoever other than WBD. (b) Non-Solicitation, Non-Interference and Non-Competition. As a means to protect WBD’s legitimate business interests including protection of the “Confidential Information” (as defined in subparagraph 12(c)) of WBD (Executive hereby agreeing and acknowledging that the activities prohibited by this Paragraph 12 would necessarily involve the use of Confidential Information), during the “Restricted Period” (as defined below), the Executive shall not, directly, indirectly or as an agent on behalf of any person, firm, partnership, corporation or other entity: (i) solicit for employment, consulting or any other provision of services or hire any person who is a full-time or part-time employee of (or in the preceding six (6) months was employed by) WBD (or any of its subsidiaries, ( a “WBD Entity”)) or an individual performing, on average, twenty or more hours per week of personal services as an independent contractor to WBD (or a WBD Entity), provided the prohibition in this clause (i) shall not apply to the Executive’s Executive Assistant. This includes, but is not limited to, inducing or attempting to induce, or influencing or attempting to influence, any such person to terminate his or her employment or performance of services with or for WBD (or a WBD Entity); or (ii) (x) solicit or encourage any person or entity who is or, within the prior six (6) months, was a customer, producer, advertiser, distributor or supplier of WBD (or a WBD Entity) during the Term of Employment to discontinue such person’s or entity’s business relationship with the WBD (or a WBD Entity); or (y) discourage

13 1011178780v10 any prospective customer, producer, advertiser, distributor or supplier of WBD (or a WBD Entity)from becoming a customer, producer, advertiser, distributor or supplier of WBD (or a WBD Entity)), including, without limitation, making any negative statements or communications about WBD (or a WBD Entity) or their respective shareholders, directors, officers, employees or agents; provided that the restrictions of this clause (ii) shall apply only to customers, producers, advertisers, distributors or suppliers of WBD with which the Executive had personal contact, or for whom the Executive had some responsibility in the performance of the Executive’s duties for WBD, during the Term of Employment; or (ii) hold any interest in (whether as owner, investor, shareholder, lender or otherwise) or perform any services for (whether as employee, consultant, advisor, director or otherwise), including the service of providing advice for, a Competitive Business. For the purposes of this Agreement, a “Competitive Business” shall be any business that directly competes with WBD for viewers, advertisers, distributors, producers, actors or the like in the production, post-production assembly, theatrical release or distribution/delivery of nonfiction, scripted, sports, lifestyle, news, interactive games, or general entertainment television programming or content (whether in cable, broadcast, free to air, digital, streaming, film, or any other distribution method) within the Restricted Territory; provided that, commencing one year following the Spinoff, the definition of “Competitive Business” shall be any business that directly competes with ContentCo for viewers, advertisers, distributors, producers, actors or the like in the production, post-production assembly, theatrical release or distribution/delivery of nonfiction, scripted, sports, lifestyle, news, interactive games, or general entertainment television programming or content (whether in free to air, digital, streaming, film, or any other similar distribution method) within the Restricted Territory. “Restricted Territory” means the United States and any other country for which Executive had management responsibilities (e.g., supervised employees located in that country or was involved in business or programming operations in that country) at any time during the three (3) years prior to termination of employment. (iii) The “Restricted Period” shall begin on the date of this Agreement and shall expire on the second anniversary of the Executive’s termination of employment on account of Executive’s voluntarily terminating his employment (other than for Good Reason); provided, however, that, the Restricted Period shall expire on the first anniversary of such termination, if the Executive’s employment is terminated by WBD without Cause or by the Executive for Good Reason. (iv) Notwithstanding clause (iii) above, the Executive may own, directly or indirectly, of an aggregate of not more than 2% of the outstanding publicly traded stock or other publicly traded equity interest in any entity that engages in a Competitive Business, so long as such ownership therein is solely as a passive investor and does not include the performance of any services (as director, employee, consultant, advisor or otherwise) to such entity. (c) Confidential Information. (i) No Disclosure. Executive shall not, at any time (whether during or after the Term of Employment) (x) retain or use for the benefit, purposes or account of himself or any other person or entity, or (y) disclose, divulge, reveal, communicate, share, transfer or provide access to any person or entity outside WBD (other than its shareholders, directors, officers, managers, employees, agents, counsel, investment advisers or representatives in the normal course of the performance of their duties), any non-public, proprietary or confidential information (including trade secrets, know-how, research and development, software, databases, inventions, processes, formulae, technology, designs and other intellectual property, information concerning finances, investments, profits, pricing, costs, products, services, vendors, customers, clients, partners, investors, personnel, compensation, recruiting, training, advertising, sales, marketing, promotions, government and regulatory activities and approval) concerning the past, current or future business, activities and operations of WBD, any WBD Entities and/or any third party that has disclosed or provided any of same to WBD on a confidential basis (“Confidential Information”) without the prior authorization of the Board. Confidential Information shall not include any information that is (A) generally known to the industry or the public other than as a result of the Executive’s breach of this Agreement; (B) is or was available to the Executive on a non-confidential basis prior to its disclosure to such Executive by WBD (or a WBD Entity), or (C) made available to the Executive by a third party who, to the best of the Executive’s knowledge, is or was not bound by a confidentiality agreement with (or other confidentiality obligation to) WBD(or a WBD Entity) or another person or entity. The Executive shall handle Confidential Information in accordance with the applicable federal securities laws.

14 1011178780v10 (ii) Permitted Disclosures. Notwithstanding the provisions of the immediately preceding clause (i), nothing in this Agreement shall preclude the Executive from (x) using any Confidential Information in any manner reasonably connected to the conduct of WBD’s business; or (y) disclosing the Confidential Information to the extent required by applicable law, rule or regulation (including complying with any oral or written questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which Executive is subject), provided that the Executive gives WBD prompt notice of such request(s), to the extent practicable, so that WBD may seek an appropriate protective order or similar relief (and the Executive shall cooperate with such efforts by WBD, and shall in any event make only the minimum disclosure required by such law, rule or regulation). Nothing contained herein shall prevent the use in any formal dispute resolution proceeding (subject, to the extent possible, to a protective order) of Confidential Information in connection with the assertion or defense of any claim, charge or other dispute by or against WBD or the Executive. Provided Executive does so consistent with the Defend Trade Secrets Act (18 U.S.C. Â§ 1833), Executive may disclose trade secret information to a government official or to an attorney for the purposes of obtaining legal advice or submit it under seal in certain court proceedings without fear of prosecution or liability. For the avoidance of doubt, and notwithstanding the foregoing, nothing herein or in this Agreement shall (x) prohibit the Executive from communicating with a government agency, regulator or legal authority concerning any possible violations of federal or state law or regulation, or (y) prevent or limit the Executive from discussing his terms and conditions of employment. Nothing herein or in this Agreement, however, authorizes the disclosure of information the Executive obtained through a communication that was subject to the attorney-client privilege, unless disclosure of the information would otherwise be permitted by an applicable law or rule. (iii) Return All Materials. Upon termination of the Executive’s employment for any reason, the Executive shall (x) cease and not thereafter commence use of any Confidential Information or intellectual property (including any patent, invention, copyright, trade secret, trademark, trade name, logo, domain name or other source indicator) owned or used by WBD (or a WBD Entity), (y) immediately destroy, delete, or return to WBD(at WBD’s option) all originals and copies in any form or medium (including memoranda, books, papers, plans, computer files, letters and other data) in the Executive’s possession or control (including any of the foregoing stored or located in the Executive’s office, home, smartphone, laptop or other computer, whether or not such computer is WBD property) that contain Confidential Information or otherwise relate to the business of WBD, except that the Executive may retain only those portions of any personal notes, notebooks and diaries that do not contain any Confidential Information; and (z) notify and fully cooperate with WBD regarding the delivery or destruction of any other Confidential Information of which the Executive is or becomes aware. (d) Reasonableness of Covenants. The Executive acknowledges and agrees that the services to be provided by him under this Agreement are of a special, unique and extraordinary nature. The Executive further acknowledges and agrees that the restrictions contained in this Paragraph 12 are necessary to prevent the use and disclosure of Confidential Information and to protect other legitimate business interests of WBD. The Executive acknowledges that all of the restrictions in this Paragraph 12 are reasonable in all respects, including duration, territory and scope of activity. The Executive agrees that the restrictions contained in this Paragraph 12 shall be construed as separate agreements independent of any other provision of this Agreement or any other agreement between the Executive and WBD. The Executive agrees that the existence of any claim or cause of action by the Executive against WBD, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by WBD of the covenants and restrictions in this Paragraph 12. The Executive agrees that the restrictive covenants contained in this Paragraph 12 are a material part of the Executive’s obligations under this Agreement for which WBD has agreed to compensate the Executive as provided in this Agreement. The Restricted Period referenced above shall be tolled on a day-for-day basis for each day during which the Executive violates the provisions of the subparagraphs above in any respect, so that the Executive is restricted from engaging in the activities prohibited by the subparagraphs for the full period. 13. Intangible Property. The Executive will not at any time during or after the Term of Employment have or claim any right, title or interest in any trade name, trademark, or copyright belonging to or used by WBD or WBD Entities and shall not have or claim any right, title or interest in any material or matter of any sort prepared for or used in connection with the programming, advertising, broadcasting or promotion of WBD or WBD Entities, whatever the Executive’s involvement with such matters may have been, and whether procured, produced, prepared, published or broadcast in whole or in part by the Executive, it being the intention of the Parties that the Executive shall, and hereby does, recognize that WBD or WBD Entities now has and shall hereafter have and retain the sole and

15 1011178780v10 exclusive rights in any and all such trade names, trademarks, copyrights (all the Executive’s work in this regard being a work for hire for WBD under the copyright laws of the United States), character names, material and matter as described above. The Executive shall cooperate fully with WBD during his employment and thereafter in the securing of trade name, patent, trademark or copyright protection or other similar rights in the United States and in foreign countries and shall give evidence and testimony and execute and deliver to WBD all papers reasonably requested by it in connection therewith, provided however that WBD shall reimburse the Executive for reasonable expenses related thereto. 14. Arbitration. (a) The Parties shall retain all rights and remedies available to them under law, in equity, or otherwise with respect to any dispute, claim or controversy arising out of, relating to, concerning, involving, or requiring the interpretation of the provisions of Paragraphs 12-13 of this Agreement, and any such dispute, claim or controversy shall not be subject to arbitration under this Paragraph 14 or otherwise. The Parties consent to the exclusive jurisdiction of the state and federal courts located in borough of Manhattan in New York City, New York. (b) All other disputes, claims or controversies arising out of or relating to this Agreement or Executive’s employment with WBD shall be settled by confidential arbitration initiated within the applicable statute of limitations period and administered by the American Arbitration Association under its National Rules for the Resolution of Employment Disputes in the form obtaining when the arbitration is initiated. The determination of the arbitrator shall be final and binding on the Parties and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The place of arbitration shall be the New York City metropolitan area. (c) The arbitrator shall be selected by mutual agreement of the Parties. If the Parties are not able to agree upon an available arbitrator within seven days of the initiation of the arbitration, the Parties shall obtain from the National Academy of Arbitrators a panel of seven available arbitrators and the arbitrator shall be selected by each Party striking the name of one arbitrator in turn, until only one name of an available arbitrator remains. The Party initiating the arbitration shall make the first strike within 48 hours of receiving the panel list and each successive strike shall be made within 48 hours of the previous strike. (d) Consistent with the expedited nature of arbitration, each Party will, upon written request of the other Party, promptly provide the other with copies of documents on which the producing Party may rely in support of or in opposition to any claim or defense. Any dispute regarding discovery, or the scope thereof, shall be determined by the arbitrator, which determination shall be conclusive. All discovery shall be completed within 30 days following the appointment of the arbitrator. (e) The arbitrator may grant any remedy or relief that would be available in a court of law provided, however, that the arbitrator will have no authority to award punitive or other damages not measured by the prevailing Party’s actual damages, except as may be required by statute. The Parties hereby expressly waive any right to a jury trial and this waiver of a jury trial is absolute under this agreement to arbitrate. (f) Except as may be required by law, neither Party nor an arbitrator may disclose the existence, content, any documents received in discovery, or results of any arbitration hereunder without the prior written consent of both Parties. (g) Unless otherwise determined by the arbitrator, each Party shall be responsible for its own fees and expenses (including all attorneys’ fees and witness fees) incurred by the Party in the arbitration. 15. Clawback. Bonus incentive and equity compensation paid or provided to the Executive, whether pursuant to this Agreement or otherwise, shall be subject to the terms and conditions of any clawback or recoupment policy as may be adopted from time to time by WBD prior to the Spinoff Effective Date (including the Warner Bros. Discovery, Inc. Compensation Clawback Policy, effective October 2, 2023) or ContentCo on or after the Spinoff Effective Date,

16 1011178780v10 including, in each case, any such policy required to comply with applicable law or the listing standards of any national securities exchange. 16. Miscellaneous. (a) 409A Limitations. To the extent that any payment to the Executive constitutes a “deferral of compensation” subject to IRC 409A (a “409A Payment”), and such payment is triggered by the Executive’s termination of employment for any reason other than death, then such 409A Payment shall not commence unless and until the Executive has experienced a “separation from service,” as defined in Treasury Regulation 1.409A-1(h) (“Separation From Service”). Furthermore, if on the date of the Executive’s Separation From Service, the Executive is a “specified employee,” as such term is defined in Treas. Reg. Section 1.409A-1(h), as determined from time to time by WBD, then such 409A Payment shall not be made to the Executive prior to the earlier of (i) six (6) months after the Executive’s Separation from Service; or (ii) the date of his death. The 409A Payments under this Agreement that would otherwise be made during such period shall be aggregated and paid in one lump sum, without interest, on the first business day following the end of the six (6) month period or following the date of the Executive’s death, whichever is earlier, and the balance of the 409A Payments, if any, shall be paid in accordance with the applicable payment schedule provided in this Agreement. Each payment made under this Agreement shall be treated as a separate payment and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments. The intent of the parties hereto is that payments and benefits under this Agreement comply with or be exempt from IRC 409A and the regulations and guidance promulgated thereunder. Accordingly, to the maximum extent permitted, this Agreement shall be interpreted to comply therewith or exempt therefrom. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “paid within sixty (60) days”) following the Executive’s termination of employment, such payment shall commence following the Executive’s Separation From Service and the actual date of payment within the specified period shall be within the sole discretion of WBD. With respect to reimbursements (whether such reimbursements are for business expenses or, to the extent permitted under WBD’s policies, other expenses) and/or in-kind benefits, in each case, that constitute deferred compensation subject to IRC 409A, each of the following shall apply: (1) no reimbursement of expenses incurred by the Executive during any taxable year shall be made after the last day of the following taxable year of the Executive; (2) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a taxable year of the Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, to the Executive in any other taxable year; and (3) the right to reimbursement of such expenses or in- kind benefits shall not be subject to liquidation or exchange for another benefit. (b) Equity Awards. If there is any discrepancy between the terms set forth herein for the Signing Stock Options and/or any Annual ContentCo LTI Award, and the terms of the award agreements memorializing such awards, then the terms of this Agreement shall control. (c) Waiver or Modification. Any waiver by either Party of a breach of any provision of this Agreement shall not operate as, or to be, construed to be a waiver of any other breach of such provision of this Agreement. The failure of a Party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that Party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement. Neither this Agreement nor any part of it may be waived, changed or terminated orally, and any waiver, amendment or modification must be in writing and signed by each of the Parties. Any waiver of any right of WBD hereunder or any amendment hereof shall require the approval of the Chairman of the Board or the Chairman of the Compensation Committee. Until such approval or waiver has been obtained, no such waiver or amendment shall be effective. (d) Successors and Assigns. The rights and obligations of WBD under this Agreement shall be binding on and inure to the benefit of WBD, its successors and permitted assigns. The rights and obligations of the Executive under this Agreement shall be binding on and inure to the benefit of the heirs and legal representatives of the Executive. The Company may assign this Agreement to a successor in interest, including the purchaser of all or substantially all of the assets of WBD, provided that such assignee or transferee assumes the liabilities, obligations

17 1011178780v10 and duties of WBD, as contained in this Agreement, either contractually or as a matter of law. The Executive may not assign any of his duties under this Agreement. Notwithstanding the foregoing, this Agreement may be assigned to ContentCo or an affiliate of WBD that contains the ContentCo business, either prior to or immediately following the Spinoff. (e) Counterparts. This Agreement may be executed in any number of counterparts, each of which shall, when executed, be deemed to be an original and all of which shall be deemed to be one and the same instrument. (f) Governing Law. This Agreement will be governed and construed and enforced in accordance with the laws of the State of New York, without regard to its conflicts of law rules. (g) Entire Agreement. This Agreement contains the entire understanding of the Parties relating to the subject matter of this Agreement and supersedes all other prior written or oral agreements, understandings or arrangements regarding the subject matter hereof except for the Pre-Spinoff Terms that are specifically stated in this Agreement to continue to apply prior to a Spinoff. Following the Spinoff Effective Date, the Prior Agreement shall be superseded in its entirety, provided that any outstanding equity awards under such Prior Agreement shall continue to be governed by the terms of the applicable award agreement and their treatment under the Prior Agreement (e.g., upon termination of employment), but there shall not be any duplication of benefits with respect to any such awards by reason thereof. The Executive and WBD each acknowledge that, in entering into this Agreement, he/it does not rely on any statements or representations not contained in this Agreement. (h) Severability. Any term or provision of this Agreement which is determined to be invalid or unenforceable by any court of competent jurisdiction in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction and such invalid or unenforceable provision shall be modified by such court so that it is enforceable to the extent permitted by applicable law. (i) Notices. Except as otherwise specifically provided in this Agreement, all notices and other communications required or permitted to be given under this Agreement shall be in writing and delivery thereof shall be deemed to have been made (i) three business days following the date when such notice shall have been deposited in first class mail, postage prepaid, return receipt requested, to any comparable or superior postal or air courier service then in effect, or (ii) on the date transmitted by hand delivery to, or (iii) on the date transmitted by telegram, telex, telecopier, facsimile or email transmission (with receipt confirmed by telephone), to the Party entitled to receive the same, at the address indicated below or at such other address as such Party shall have specified by written notice to the other Party hereto given in accordance herewith:

18 1011178780v10 If to the Company: Warner Bros. Discovery, Inc. 230 South Park Avenue, New York, NY 10003 Attention: Chief People and Culture Officer With a copy to: Warner Bros. Discovery, Inc. 230 South Park Avenue, New York, NY 10003 Attention: Chief Legal Officer If to the Executive: David Zaslav At the home address then on file with the Company With a copy to: [REDACTED] [REDACTED] [REDACTED] [REDACTED] (tel): [REDACTED] Email: [REDACTED] (j) Titles. The titles and headings of any paragraphs in this Agreement are for reference only and shall not be used in construing the terms of this Agreement. (k) No Third Party Beneficiaries. This Agreement does not create, and shall not be construed as creating, any rights enforceable by any person not a party to this Agreement. (l) Survival. The covenants, agreements, representations and warranties contained in this Agreement shall survive the termination of the Term of Employment and the Executive’s termination of employment with WBD for any reason. [Signature Page Follows]

19 1011178780v10 IN WITNESS WHEREOF, this Agreement has been executed and delivered by the Parties as of the first date written above. /s/ David Zaslav Date: June 12, 2025 DAVID ZASLAV WARNER BROS. DISCOVERY, INC. /s/ Tara Smith Date: June 12, 2025 By: Tara Smith Its: Executive Vice President and Corporate Secretary DISCOVERY COMMUNICATIONS, LLC /s/ Tara Smith Date: June 12, 2025 By: Tara Smith Its: Executive Vice President and Corporate Secretary

EX-10.2 3 ex102dzoptionagmtform.htm EX-10.2 ex102dzoptionagmtform

David M. Zaslav Dear David, Congratulations, you have been given a stock option grant in recognition of your contributions to the success of Warner Bros. Discovery, Inc. (the “Company”). A stock option grant gives you the right to purchase a specific number of shares of the Company’s Common Stock at a fixed price, assuming that you satisfy conditions of the Plan and the implementing agreement. We would like you to have an opportunity to share in the continued success of the Company through this stock option grant under the Amended & Restated Warner Bros. Discovery, Inc. Stock Incentive Plan (the “Plan”). The Company’s general program to offer equity and equity-type awards to eligible employees is referred to as the Performance Equity Program (“PEP”). The following represents a brief description of your grant. Additional details regarding your award are provided in the attached Nonqualified Stock Option Agreement (the “Grant Agreement”) and in the Plan. References in this Cover Letter and Grant Agreement to the Company shall refer to ContentCo following the Spinoff (each, as defined in Section 2 of the Grant Agreement). Stock Option Grant Summary Date of Grant Total Option Shares Grant Price per Share Option Shares Subject only to Service Condition Option Shares Subject to Service Condition and Performance-Based Condition Exercisability Dates Term Expiration Date  You have been granted a nonqualified stock option to purchase a certain number of shares of Warner Bros. Discovery, Inc. Common Stock at a specific price. The total number of shares under your grant is specified in the chart above under “Option Shares.” The price per share is under “Grant Price per Share.”  The potential value of your stock option grant increases if the price of the Company’s stock increases, but you also have to continue to work for the Company (except as the Grant Agreement provides) to actually receive such value. Of course, the value of the stock may go up and down over time.  You may not exercise the stock option (actually purchase the shares) until it becomes exercisable. Your stock option becomes exercisable as indicated in the chart above, assuming you remain an

2 employee of the Company or an eligible Subsidiary and the other conditions set forth in Appendix A are also satisfied, in each case subject to the terms in the Grant Agreement.  Whether or not you decide to exercise the vested and exercisable portion of your stock option and purchase the stock is your decision, and, except with respect to certain instances when your stock option will be automatically exercised, you have until the stock option expires (which will be no later than June 12, 2032, but can end earlier in various situations) to make that decision.  Once you have purchased the stock, you will own the stock and, subject to the provisions of your employment agreement with the Company and the other parties thereto, dated June 12, 2025 (the “2025 Employment Agreement”), may decide whether to hold the stock, sell the stock or give the stock to someone as a gift.  In most countries, you will be taxed on your stock option as soon as you exercise the stock option to purchase or sell the stock. However, tax laws vary by country, so please check with your tax advisor or government tax office.  Your ability to purchase shares through the exercise of a stock option is conditioned upon compliance with any local laws that apply to you.  The number of Option Shares shall be adjusted in accordance with the terms of the Plan for occurrences such as stock splits, recapitalizations, and other similar transactions, including the Spinoff (as defined in the Grant Agreement). Please note the Clawback section of the Grant Agreement, which reflects an important policy of ours. The Compensation Committee of our Board of Directors has determined that awards under the Plan are subject to a clawback in certain circumstances. By accepting this award, you agree that the Compensation Committee may change the Clawback section of any or all of the grant agreements from time to time without your further consent to reflect changes in law or company policy. You can indicate your acceptance of the Option by signing the signature page attached to the Grant Agreement.

3 WARNER BROS. DISCOVERY, INC. PERFORMANCE EQUITY PROGRAM NONQUALIFIED STOCK OPTION GRANT AGREEMENT FOR EMPLOYEES Warner Bros. Discovery, Inc. (the “Company”) has granted you an option (the “Option”) under the Amended & Restated Warner Bros. Discovery Inc. Stock Incentive Plan (the “Plan”). The Option lets you purchase a specified number (the “Option Shares”) of shares of the Company’s Common Stock, at a specified price per share (the “Grant Price”). The individualized communication you received (the “Cover Letter”) provides the details for your Option. It specifies the number of Option Shares, the Grant Price, the Date of Grant, the Service Condition and Performance-Based Conditions appliable to your Option, the schedule for exercisability (“Service Condition Vesting Dates”), and the latest date the Option will expire (the “Term Expiration Date”). The Option is subject in all respects to the applicable provisions of the Plan. This Grant Agreement does not cover all of the rules that apply to the Option under the Plan; please refer to the Plan document. Capitalized terms are defined either further below in this grant agreement (the “Grant Agreement”) or in the Plan. The Plan document is available on the Fidelity web site. The Prospectus for the Plan, the Company’s S-8, Annual Report on Form 10-K, and other filings the Company makes with the Securities and Exchange Commission are available for your review on the Company’s web site. You may also obtain paper copies of these documents upon request to the Company’s People & Culture department. Neither the Company nor anyone else is making any representations or promises regarding the duration of your service, exercisability of the Option, the value of the Company’s Common Stock or of this Option, or the Company’s prospects. The Company is not providing any advice regarding tax consequences to you or regarding your decisions regarding the Option. You agree to rely only upon your own personal advisors. No one may sell, transfer, or distribute the Option or the securities that may be purchased upon exercising the Option without an effective registration statement relating thereto or an opinion of counsel satisfactory to Warner Bros. Discovery, Inc. or other information and representations satisfactory to it that such registration is not required. In addition to the Plan’s terms and restrictions, the following terms and restrictions apply: 1. Option Exercisability. While your Option remains in effect under the Option Expiration section, below, you may, subject to the Spinoff Restriction in Section 2, exercise any exercisable portions of the Option (and buy the Option Shares) under the timing rules of this section. The Option will consist of Time-Based Options and Performance-Based Options as set forth in the Cover Letter. The Time-Based Options will become exercisable subject to the satisfaction of the Service Condition provided in Appendix A to this Grant Agreement, assuming you remain employed through each Service Condition Vesting Date and the Performance-Based Options will become exercisable subject to the satisfaction of both the Service Condition and Performance-Based Conditions provided on Appendix A. Any fractional shares will be carried forward to the following Service Condition Vesting Date, unless the Compensation Committee of the Board of Directors (the “Committee”) selects a different treatment. For purposes of this Grant Agreement and subject to Section 2, employment with the Company will include employment with any Subsidiary whose employees are then eligible to receive Awards under the Plan (provided that a later transfer of employment to an ineligible Subsidiary will not terminate employment unless the Committee determines otherwise).

4 If your employment ends as a result of your death, Disability, resignation for Good Reason or termination without Cause (any such termination, a “Qualifying Termination”), the Service Condition applicable to the Option will be waived such that the Time-Based Options will become fully vested and immediately exercisable and the Performance-Based Options will remain outstanding and eligible to satisfy the Performance-Based Condition (to the extent not already then satisfied) until the one-year anniversary of the effective date of the Qualifying Termination. The conditions for “Good Reason” resignation and the definitions of “Cause” and “Disability” are as set forth in your 2025 Employment Agreement. Accelerated vesting under this Option will be subject to the Release requirements in the 2025 Employment Agreement, where applicable in connection with a termination without Cause, resignation for Good Reason or Disability. The Option will be frozen as to any unvested portions between the date your employment ends and the date your Release requirement is met (or the deadline for providing the Release expires), at which point the unvested portions of the Option will expire if the Release has not become irrevocable. 2. Certain Spinoff Conditions. This Option is being granted to you in anticipation of a potential spinoff (the “Spinoff”) of the Company’s Streaming & Studios division as a standalone public company (“ContentCo”) and certain special vesting and exercisability rules relating to the Spinoff will apply to your Option. On the date prior to December 31, 2026, if any, that a Spinoff is consummated, (x) the Option shall be converted solely into an option to purchase shares of ContentCo common stock based on the applicable methodology determined by the Committee at the time of the Spinoff, which preserves the intrinsic value of the option at such time (the “Adjustment Methodology”) and the Grant Price and corresponding Stock Price Hurdles (as defined on Appendix A) of the Performance- Based Options shall accordingly be adjusted based on the Adjustment Methodology. Notwithstanding the Plan’s provisions or anything to the contrary in this Grant Agreement, if neither a Spinoff has been consummated nor a Qualifying Transaction (as defined below) has occurred, in either case, prior to December 31, 2026, then (1) any Time-Based Options that have satisfied the Service Condition and become exercisable as of such date shall remain outstanding and (2) the remaining portion of the Time-Based Options for which the Service Condition has not been satisfied, and all of the Performance-Based Options shall expire immediately as of such date. No Performance- Based Options shall be exercisable until the earlier to occur of a Spinoff or other Qualifying Transaction. This restriction on exercise shall be referred to as the “Spinoff Restriction”. For purposes of this Grant Agreement (including Appendix A), following the Spinoff (if consummated):  references to your continued employment with the Company shall include your continued employment with ContentCo  references to the Company’s common stock shall be deemed to refer to ContentCo’s common stock  references to the Board of Directors or Committee shall be deemed to refer to ContentCo’s Board of Directors or Compensation Committee, as applicable 3. Qualifying Transaction. Notwithstanding the Plan’s provisions, in the event that prior to the consummation of a Spinoff there shall occur (A) a Change in Control (as defined in the Plan and subject to the last sentence of this Section 3), (B) a sale of the Company’s Streaming & Studios division or (C) a sale of all or substantially all the assets of the Company’s Streaming & Studios division (any such transaction, a “Qualifying Transaction”), in each case, while you remain employed by the Company, then (1) the Service Condition shall cease to apply to any then outstanding Time-Based Options or Performance-Based Options and (2) each Tranche of the Performance-Based Options (to the extent not already earned) shall be eligible to vest and be earned

5 upon the consummation of such Qualifying Transaction if and to the extent that the per-share price attained at or immediately prior to the consummation of such Qualifying Transaction equals or exceeds the corresponding Stock Price Hurdle for such Tranche of Performance-Based Options. Any Tranche of Performance-Based Options that has not or does not become vested and earned at or before any such Qualifying Transaction shall expire immediately as of such date. Notwithstanding anything in the Plan to the contrary, neither the Spinoff nor a sale of the Company’s Global Linear Networks division (or all or substantially all of such division’s assets) shall be deemed to be a “Change in Control” for any purpose under this Grant Agreement. 4. ContentCo Change in Control. Notwithstanding the Plan’s provisions, if following a Spinoff, a Change in Control (as defined in the equity incentive plan adopted by ContentCo) of ContentCo (a “ContentCo Change in Control”) occurs during the Performance Period before the Option is fully vested and exercisable and while you remain employed by ContentCo, (1) the Service Condition shall cease to apply to any then outstanding Time-Based Options or Performance-Based Options and (2) each Tranche of the Performance-Based Options (to the extent not already earned) shall be eligible to vest and be earned upon the consummation of such ContentCo Change in Control if and to the extent that the per-share price received by holders of ContentCo common stock at or immediately prior to the consummation of such ContentCo Change in Control equals or exceeds the corresponding Stock Price Hurdle (after application of the Adjustment Methodology following the Spinoff) for such Tranche of Performance-Based Options. Any Tranche of Performance-Based Options that has not or does not become vested and earned at or before any such ContentCo Change in Control shall expire immediately as of such date. 5. Option Expiration. You cannot exercise the Option after it has expired. The Option will expire on the Term Expiration Date. However, if the Company terminates your employment for Cause, the Option will immediately expire on the effective date of such termination without regard to whether it is then exercisable. Exercisable portions of the Option remain exercisable until the first to occur of the following (the “Final Exercise Date”), each as defined further in the Plan or the Grant Agreement, and then immediately expire:  Immediately upon the effective date of a termination of employment for Cause  The Term Expiration Date  The first anniversary of the effective date of a Qualifying Termination  If your employment ends for any reason other than a Qualifying Termination and such termination is not for Cause, the 91st day following termination of employment  As specified above, upon a Qualifying Transaction that closes while you are an employee of the Company (unless pursuant to the Plan an equitable substitution or replacement for the Option is made in connection with the Qualifying Transaction)  As specified above, a ContentCo Change in Control that closes while you are an employee of ContentCo (unless pursuant to the equity incentive plan adopted by ContentCo an equitable substitution or replacement for the Option is made in connection with the ContentCo Change in Control)  Solely with respect to the Performance-Based Options, December 31, 2026, but only to the extent that neither a Spinoff has been consummated nor a Qualifying Transaction has occurred The Committee can override the expiration provisions of this Grant Agreement, provided such override is not less favorable to you than is provided for in this Grant Agreement or your 2025 Employment Agreement. 6. Automatic Exercise. At close of business on the Final Exercise Date (or the preceding trading day if the Final Exercise Date is not a trading day), if the Exercise Spread Test (defined below) is met, the Option will be automatically exercised using the “net exercise” method described below, without

6 regard to the notice requirement and with additional shares retained for purposes of satisfying the minimum applicable tax withholdings (the “Automatic Exercise”). The Option satisfies the “Exercise Spread Test” if the per share spread between the closing price of the Company’s Common Stock and the Grant Price (the “Exercise Spread”) on the Final Exercise Date is at least one dollar. If the Exercise Spread Test is not satisfied, the unexercised portions of the Option will expire as of close of business on the Final Exercise Date. For avoidance of doubt, you may exercise any exercisable portion of the Option prior to the time of an Automatic Exercise and no portion of the Option may or will be exercised at or after the effective date of your termination for Cause. The Automatic Exercise procedure is provided as a convenience and as a protection against inadvertent expiration of an Option. Because any exercise of an Option is normally your responsibility, you hereby waive any claims against the Company or any of its employees or agents if an Automatic Exercise does not occur for any reason and the Option expires. By accepting this award, you agree that the Automatic Exercise procedure shall apply to any outstanding awards of nonqualified stock options and cash-settled stock appreciation rights. 7. Method of Exercise and Payment for Shares. Subject to this Grant Agreement and the Plan, and other than for portions of the Option that are automatically exercised as described in Section 6, you may exercise the Option only by providing a written notice (or notice through another previously approved method, which could include a web-based or voice- or e-mail system) to the Secretary of the Company or to whomever the Committee designates, received on or before the date the Option expires. Each such notice must satisfy whatever then-current procedures apply to that Option and must contain such representations (statements from you about your situation) as the Company requires. You must, at the same time, pay the Grant Price using one or more of the following methods: (a) Cash/Check. Cash or check in the amount of the Grant Price payable to the order of the Company; (b) Cashless Exercise. An approved cashless exercise method, including directing the Company to send the stock certificates (or other acceptable evidence of ownership) to be issued under the Option to a licensed broker acceptable to the Company as your agent in exchange for the broker’s tendering to the Company cash (or acceptable cash equivalents) equal to the Grant Price and, if you so elect, any required tax withholdings; or (c) Net Exercise. By delivery of a notice of “net exercise” to or as directed by the Company, as a result of which you will receive (i) the number of shares underlying the portion of the Option being exercised less (ii) such number of shares as is equal to (X) the aggregate Grant Price for the portion of the Option being exercised divided by (Y) the Fair Market Value on the date of exercise. The Committee can approve additional payment methods, including use of a fully or partially recourse promissory note, subject to any prohibitions of applicable law. 8. Clawback. If the Company’s Board of Directors or the Committee determines, in its sole discretion, that you engaged in fraud or misconduct as a result of which or in connection with which the Company is required to or decides to restate its financial statements, the Committee may, in its sole discretion, impose any or all of the following: (a) Immediate expiration of the Option, whether vested or not, if granted within the first 12 months after issuance or filing of any financial statement that is being restated (the “Recovery Measurement Period”)

7 (b) As to any exercised portion of the Option (to the extent, during the Recovery Measurement Period, the Option is granted, vests, is exercised, or the purchased shares are sold), prompt payment to the Company of any Option Gain. For purposes of this Agreement, the “Option Gain” per share you received on exercise of options is:  for stock you have sold or transferred without sale, the greater of (i) the Exercise Spread and (ii) the spread between the price at which you sold (or the fair market value on the date of other disposition of) the stock and the Grant Price paid, and  for stock you have retained, the greater of (i) the Exercise Spread and (ii) the spread between the closing price on the date of the Committee’s request for repayment and the Grant Price paid. This remedy is in addition to any other remedies that the Company may have available in law or equity. You expressly agree that the Company may take such action as are necessary or appropriate to effectuate the foregoing (as applicable to you) or as required under applicable law without further consent or action being required by you. Payment is due in cash or cash equivalents within 10 days after the Committee provides notice to you that it is enforcing this clawback. Payment will be calculated on a gross basis, without reduction for taxes or commissions. The Company may, but is not required to, accept retransfer of shares in lieu of cash payments. 9. Withholding. Issuing the Option Shares is contingent on satisfaction of all obligations with respect to required tax or other required withholdings (for example, in the U.S., Federal, state, and local taxes generally are due upon exercise of the Option). Except as provided in the Automatic Exercise section, the Company may take any action permitted under Section 11.9 of the Plan to satisfy such obligation, including, if the Committee so determines, satisfying the tax obligations by (i) reducing the number of Option Shares to be issued to you in connection with any exercise of the Option by that number of Option Shares (valued at their Fair Market Value on the date of exercise) that would equal all taxes required to be withheld (at their minimum withholding levels), subject to approval by the Committee if you are subject to Section 16 of the Exchange Act, (ii) accepting payment of the withholdings from a broker in connection with a Cashless Exercise of the Option or directly from you, or (iii) taking any other action under Section 11.9. You may satisfy such tax obligations in whole or in part by delivery (either by actual delivery or attestation) of shares of Common Stock, including shares retained from the award creating the tax obligation, valued at their Fair Market Value; provided, however, except as otherwise provided by the Board, that the total tax withholding where stock is being used to satisfy such tax obligations cannot exceed the Company’s minimum statutory withholding obligations (based on minimum statutory withholding rates for federal and state tax purposes, including payroll taxes, that are applicable to such supplemental taxable income). Shares used to satisfy tax withholding requirements cannot be subject to any repurchase, forfeiture, unfulfilled vesting or other similar requirements. 10. Compliance with Law. You may not exercise the Option if the Company’s issuing stock upon such exercise would violate any applicable Federal or state securities laws or other laws or regulations. You may not sell or otherwise dispose of the Option Shares in violation of applicable law. As part of this prohibition, you may not use the Cashless Exercise methods if the Company’s insider trading policy then prohibits you from selling to the market. 11. Additional Conditions to Exercise. The Company may postpone issuing and delivering any Option Shares for so long as the Company determines to be advisable to satisfy the following:

8 (a) its completing or amending any securities registration or qualification of the Option Shares or its or your satisfying any exemption from registration under any Federal or state law, rule, or regulation; (b) its receiving proof it considers satisfactory that a person seeking to exercise the Option after your death is entitled to do so; (c) your complying with any requests for representations under the Plan; and (d) your complying with any Federal, state, or local tax withholding obligations. 12. Additional Representations from You. If you exercise the Option at a time when the Company does not have a current registration statement (generally on Form S-8) under the Securities Act of 1933(the “Act”) that covers issuances of shares to you, you must comply with the following before the Company will issue the Option Shares to you. You must - (a) represent to the Company, in a manner satisfactory to the Company’s counsel, that you are acquiring the Option Shares for your own account and not with a view to reselling or distributing the Option Shares; and (b) agree that you will not sell, transfer, or otherwise dispose of the Option Shares unless: (ii) a registration statement under the Act is effective at the time of disposition with respect to the Option Shares you propose to sell, transfer, or otherwise dispose of; or (iii) the Company has received an opinion of counsel or other information and representations it considers satisfactory to the effect that, because of Rule 144 under the Act or otherwise, no registration under the Act is required. 13. No Effect on Employment or Other Relationship. Nothing in this Grant Agreement restricts the Company’s rights or those of any of its affiliates to terminate your employment or other relationship at any time and for any or no reason. The termination of employment or other relationship, whether by the Company or any of its affiliates or otherwise, and regardless of the reason for such termination, has the consequences provided for under the Plan and your 2025 Employment Agreement. 14. Not a Stockholder. You understand and agree that the Company will not consider you a stockholder for any purpose with respect to any of the Option Shares until you have exercised the Option, paid for the shares, and received evidence of ownership. 15. No Effect on Running Business. You understand and agree that the existence of the Option will not affect in any way the right or power of the Company or its stockholders to make or authorize any adjustments, recapitalizations, reorganizations, or other changes in the Company’s capital structure or its business, or any merger or consolidation of the Company, or any issuance of bonds, debentures, preferred or other stock, with preference ahead of or convertible into, or otherwise affecting the Company’s common stock or the rights thereof, or the dissolution or liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether or not of a similar character to those described above. 16. Governing Law. The laws of the State of Delaware will govern all matters relating to the Option, without regard to the principles of conflict of laws. 17. Notices. Any notice you give to the Company must follow the procedures then in effect. If no other procedures apply, you must send your notice in writing by hand or by mail to the office of the Company’s Secretary (or to the Chair of the Committee if you are then serving as the sole Secretary). If mailed, you should address it to the Company’s Secretary (or the Chair of the Committee) at the Company’s then corporate headquarters, unless the Company directs optionees to send notices to another corporate department or to a third party administrator or specifies another method of transmitting notice. The Company and the Committee will address any notices to you using its

9 standard electronic communications methods or at your office or home address as reflected on the Company’s personnel or other business records. You and the Company may change the address for notice by like notice to the other, and the Company can also change the address for notice by general announcements to optionees. 18. Amendment. Subject to any required action by the Board or the stockholders of the Company, the Company may cancel the Option and provide a new Award in its place, provided that the Award so replaced will satisfy all of the requirements of the Plan as of the date such new Award is made and no such action will adversely affect the Option to the extent then exercisable. 19. Plan Governs. Wherever a conflict may arise between the terms of this Grant Agreement and the terms of the Plan, the terms of the Plan will control. The Committee may adjust the number of Option Shares and the Grant Price and other terms of the Option from time to time as the Plan provides, subject to the provisions of your 2025 Employment Agreement.

EX-10.3 4 ex103gwemploymentagmt.htm EX-10.3 ex103gwemploymentagmt

Execution Version CONFIDENTIAL 1011181368v10 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the date set forth on the signature page hereof (the “Effective Date”), by and between Warner Bros. Discovery, Inc. (“WBD”), Discovery Communications, LLC (“Company”), a wholly- owned subsidiary of WBD and Gunnar Wiedenfels (“Executive”) (collectively, the “Parties”). W I T N E S S E T H: WHEREAS, Executive currently serves as the Chief Financial Officer (“CFO”) of WBD pursuant to that certain Employment Agreement between the Executive and the Company, dated as of July 11, 2022 (the “2022 Agreement”); WHEREAS, WBD has announced plans to effectuate a separation of its Global Networks division from its Streaming & Studios division through a spin-off of the Streaming & Studios division as a standalone public company (the “Spinoff”); WHEREAS, as a result of, and immediately following, the Spinoff, WBD’s business will consist solely of WBD’s Global Networks division; WHEREAS, in connection with the Spinoff, if consummated, WBD desires to have access to Executive’s services as the President and Chief Executive Officer (“CEO”) of WBD, and the Executive is willing to provide such services, on the terms and conditions set forth herein; WHEREAS, this Agreement shall become effective upon, and is contingent on the consummation of, the Spinoff and if the Spinoff is not consummated on or prior to December 31, 2026, this Agreement shall be null and void and of no force and effect; and WHEREAS, prior to the Spinoff, Executive’s employment with the Company shall continue to be governed by the terms and conditions of the 2022 Agreement. NOW, THEREFORE, as a condition to and in consideration of the mutual promises and covenants set forth in this Agreement, Company hereby offers Executive and Executive hereby accepts employment upon the terms and conditions set forth herein: I. DUTIES, ACCEPTANCE, LOCATION A. Effective upon the consummation of the Spinoff (the “Spinoff Effective Date”), so long as Executive is continuing to serve as an officer and employee of WBD, WBD (which shall hereinafter be

2 1011181368v10 referred to as “NetworkCo”) shall employ Executive to render exclusive and full-time services as the President and CEO of NetworkCo, on the terms and conditions set forth herein and Executive shall report directly and solely to the Board of Directors of NetworkCo (the “Board”). Executive’s duties shall be consistent with his title and, commensurate with his position, as otherwise directed by the Board. Upon the Spinoff Effective Date, Executive shall be elected as a member of the Board and he shall be nominated for re-election to the Board at each annual meeting thereafter that occurs while serving as the CEO. Executive’s primary work location shall be NetworkCo’s offices in New York City, but Executive shall make himself available for travel to other locations as business needs reasonably require. B. Subject to Section IV(D)(1) hereof, if NetworkCo deems it necessary, NetworkCo reserves the right to change the location where Executive works. C. Upon the effectiveness of this Agreement, Executive hereby accepts such future employment and agrees to render the services described above. Throughout his employment with NetworkCo, Executive agrees to serve NetworkCo faithfully and to the best of his ability, and, except during vacation periods, periods of illness and the like, to devote his full business time and energy to perform the duties arising under this Agreement in a professional manner that does not discredit, but furthers the interests of NetworkCo, provided that Executive may sit on the boards of directors of other entities, with the prior written approval of the Board. II. TERM OF EMPLOYMENT A. Subject to Sections I and IV, Executive’s term of employment under this Agreement shall begin on the Spinoff Effective Date and end on December 31, 2031 (the “End Date”) (the “Term of Employment”); provided that the commencement of Executive’s employment hereunder shall be subject to the consummation of the Spinoff and if the Spinoff Effective Date does not occur on or prior to December 31, 2026, this Agreement shall be null and void and of no force or effect. B. NetworkCo shall have the option to enter negotiations with Executive to renew this Agreement with Executive for an additional term ending following the End Date. If NetworkCo

3 1011181368v10 wishes to exercise its option to enter negotiations with Executive to renew this Agreement, it shall give Executive written notice of its intent to enter such negotiations to renew no later than 120 days prior to the end of the Term of Employment. Executive and NetworkCo agree then to negotiate with each other exclusively and in good faith until the end of the Term of Employment. The Term of Employment may not, however, be extended unless by mutual written agreement of NetworkCo and Executive as to all of the material terms and conditions of the extension. III. COMPENSATION A. Base Salary. NetworkCo shall pay Executive an annual base salary (the “Base Salary”) of Two Million Five Hundred Thousand Dollars ($2,500,000), effective as of the Spinoff Effective Date. The Base Salary, which is stated on an annual basis, shall be paid in increments over the course of twelve (12) months on regular NetworkCo paydays, less such sums as law requires NetworkCo to deduct or withhold. The Base Salary shall be reviewed for increase and decided in accordance with NetworkCo’s standard practices and procedures as generally applied to other executive officers of NetworkCo (“Senior Executives”). Any increase in Base Salary under this Section III(A) shall be treated as Base Salary for purposes of this Agreement. B. Bonus/Incentive Payment. In addition to the Base Salary paid to Executive pursuant to Section III(A), Executive shall be eligible to participate in NetworkCo’s then-effective annual incentive compensation plan (the “Annual Plan”) with an annual incentive payment target of Three Hundred Fifty Percent (350%) of Base Salary (the “Target”), effective as of the Spinoff Effective Date. The actual amount payable to Executive as an “Annual Bonus” under the Annual Plan shall be dependent upon the achievement of performance objectives established in accordance with the Annual Plan by the Board or the committee of the Board responsible for administering such Annual Plan (the “Compensation Committee”) in reasonable consultation with Executive. If Executive exceeds the performance objectives for such year, then Executive may receive an Annual Bonus in excess of the Target, based on the percentage achievement relative to the performance objectives, up to a maximum of 200% of Target. The Annual Bonus shall be paid in accordance with the Annual Plan, but in no event shall it be paid

4 1011181368v10 later than March 15th of the year following the calendar year to which such Annual Bonus relates. In the calendar year in which the Spinoff Effective Date occurs (the “Spinoff Year”), Executive’s target bonus for the Spinoff Year shall be calculated on a prorated basis as the sum of (i) Executive’s target bonus as in effect at the beginning of the Spinoff Year based on the bonus target set forth in the 2022 Agreement and subject to the achievement in the period from January 1 of such Spinoff Year through the Spinoff Effective Date of the applicable performance objectives established for such year under WBD’s annual incentive plan, pro-rated for the portion of the Spinoff Year occurring prior to the Spinoff Effective Date and (ii) Executive’s Annual Bonus on and after the Spinoff Effective Date based on the Target set forth in this Agreement and subject to the achievement of the applicable performance objectives established under the Annual Plan for such year, pro-rated for the portion of the Spinoff Year following the Spinoff Effective Date . For the avoidance of doubt, any Annual Bonus calculated in accordance with the immediately preceding sentence shall be paid at the time prescribed for bonuses in the Spinoff Year under the Annual Plan, but in no event shall it be paid later than March 15th of the year following the Spinoff Year. C. Benefits/Vacation. During the Term of Employment, Executive shall be entitled to participate in and receive benefits under NetworkCo’s employee benefit plans, programs and arrangements which Executive is eligible for participation in (and, for those plans which require a voluntary election, Executive elects to participate in). In addition, Executive shall be entitled to vacation days pursuant to NetworkCo’s vacation policy, provided that Executive shall be eligible to receive no less than twenty (20) vacation days per full year. D. Annual Equity Program. So long as the Term of Employment has not terminated and provided that neither the Executive nor NetworkCo has given notice of intent to terminate employment, except as expressly provided in the next sentence, for each calendar year ending during the Term of Employment and following the Spinoff Effective Date, NetworkCo shall grant to Executive an annual equity award under the then-effective equity incentive plan of NetworkCo (the “Stock Plan”) at an annual target value of Sixteen Million Dollars ($16,000,000) during the normal annual grant cycle in accordance with NetworkCo’s then-standard

5 1011181368v10 practices and procedures for awards to Senior Executives (the “Annual Equity Grant”). Notwithstanding the immediately preceding sentence, if in the Spinoff Year, the Spinoff Effective Date occurs after Executive has already received an annual equity grant under the Amended and Restated Warner Bros. Discovery, Inc. Stock Incentive Plan (the “WBD Plan”) for his service as CFO (the “Spinoff Year CFO Grant”), then the Executive shall not be entitled to the $16,000,000 Annual Equity Grant under the Stock Plan for such year and shall instead receive on the Spinoff Effective Date a prorated top-up grant in an amount determined by multiplying (1) the quotient of (w) the number of days in the Spinoff Year following the Spinoff Effective Date over (x) 365 by (2) the difference between (y) $16,000,000 and (z) the target value of the Spinoff Year CFO Grant (the “Top Up Grant”). Fifty percent (50%) of the value of any Annual Equity Grant (including the Top Up Grant) shall be made in the form of time-based restricted stock units (“RSUs”) and the remaining fifty percent (50%) of the value of such Annual Equity Grant (including the Top Up Grant) shall be comprised of equity instruments in the form determined by the Compensation Committee. The terms and conditions, including vesting schedules, and calculation of number of awards shall be based on NetworkCo’s then-standard practices and procedures for awards to Senior Executives, as determined by the Compensation Committee. In the award agreements granting the Annual Equity Grant (including the Top Up Grant), NetworkCo hereby agrees to provide that if a “Change in Control” (as defined in the Stock Plan) occurs before such equity award has vested, then to the extent that (i) NetworkCo terminates Executive’s employment other than for Cause or (ii) Executive resigns for Good Reason, in either case, within 18 months after the Change in Control (a “Qualifying CIC Termination”), the vesting of the equity award shall fully accelerate upon such Qualifying CIC Termination, with any equity award subject to performance- based vesting criteria deemed to have vested at the greater of target or actual performance (the “Qualifying CIC Termination Equity Treatment”). Any Qualifying CIC Termination Equity Treatment (including as provided in Section III(E) below) shall result in a payment event only as permitted under Section 409A of the Code and the regulations thereunder. E. One-Time Inducement Award. As soon as practicable, but no later than thirty (30) days following the Spinoff Effective Date, NetworkCo shall grant Executive an award under the Stock Plan

6 1011181368v10 with a target value of $15,000,000 (the “Inducement Award”). Fifty percent (50%) of the value of the Inducement Award shall be made in the form of RSUs and the remaining fifty percent (50%) of the value of the Inducement Award shall be made in the form of options to purchase NetworkCo common stock (“Stock Options”) with an exercise price equal to the Fair Market Value (as defined in the Stock Plan) of NetworkCo common stock on the date of grant. The Inducement Award shall vest ratably over a five (5) year period and shall be subject to such other terms and conditions and calculation of number of awards as determined by the Compensation Committee using NetworkCo’s standard valuation methodologies. In the award agreements granting the Inducement Award, NetworkCo hereby agrees to provide that if a Change in Control occurs before such Inducement Award has vested, the Inducement Award shall be subject to the CIC Qualifying Termination Equity Treatment in connection with any Qualifying CIC Termination. F. Expenses. NetworkCo shall reimburse Executive for business, travel and entertainment expenses reasonably and actually incurred during the performance of Executive’s duties pursuant to this Agreement to the extent such reimbursement is sought in accordance with NetworkCo’s business, travel, and entertainment policies and procedures. G. Travel. Executive will be entitled to business travel benefits and opportunities under the Company’s travel policies, including any policies relating to car allowances or aircraft usage, as may be adopted by the Board from time to time effective on or after the Spinoff Effective Date. H. Director and Officer Liability Insurance; Indemnification. Executive shall be eligible for and entitled to insurance coverage under NetworkCo’s director and officer liability insurance and employment practices liability insurance policies in accordance with those policies and in amounts similar to coverage afforded other Senior Executives for activities on behalf of NetworkCo or any entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with NetworkCo (“control” of NetworkCo or any other entity meaning the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities or

7 1011181368v10 other interests, by contract or otherwise) (an “Affiliate”; provided, however, that no stockholder of WBD shall be an Affiliate of NetworkCo for purposes of this Agreement) and otherwise shall be eligible for and entitled to indemnification in accordance with NetworkCo’s corporate governance requirements. IV. TERMINATION OF EMPLOYMENT A. Death. If Executive should die during the Term of Employment, the Term of Employment shall automatically terminate. Except as provided in this Section IV(A), no further amounts or benefits shall be payable except earned but unpaid Base Salary, accrued but unused vacation, unreimbursed business expenses, and those benefits that may vest in accordance with the controlling documents for other relevant NetworkCo benefit programs, which shall be paid in accordance with the terms of this Agreement and such other NetworkCo benefit programs, including the terms governing the time and manner of payment (the “Accrued Benefits”). NetworkCo also shall pay to Executive’s estate (i) any earned but unpaid Annual Bonus for the calendar year immediately prior to the year of Executive’s death and (ii) a prorated portion of Executive’s Annual Bonus for the calendar year of Executive’s death based on the amount of time Executive was employed during that calendar year (and subject to achievement of any applicable performance metrics), payable at the time annual bonuses are ordinarily paid to Senior Executives, but in no event later than March 15th of the year following the calendar year of Executive’s death. Executive’s then-outstanding equity awards under the Stock Plan (including any portion of the Annual Equity Grant or Inducement Award) shall be treated in accordance with the applicable plan documents and implementing award agreements, which shall provide for the following treatment (the “Equity Treatment”): (i) any equity awards subject to time-based vesting shall become fully vested, (ii) any equity awards subject to performance-based vesting for which the performance period has not expired shall vest on a pro rata basis (calculated as the percentage (not to exceed 100%) determined by dividing (x) the sum of (1) the number of days the Executive was employed during the performance period and (2) 730 by (y) the number of days in the performance period), based upon actual performance through the end of the applicable performance period, as certified by the Compensation Committee, (iii) any Stock Option that becomes vested in accordance with clause (i) shall remain outstanding and

8 1011181368v10 exercisable for twelve (12) months following Executive’s termination date and (iv) any performance-based awards that become vested in accordance with clause (ii) shall be paid at the same time as if the Executive continued to be employed by NetworkCo. Notwithstanding the foregoing, any equity awards granted under the WBD Plan prior to the Spinoff Effective Date shall be treated in accordance with the WBD Plan and the implementing award agreements. B. Inability To Perform Duties. If, during the Term of Employment, Executive should become physically or mentally disabled, such that he is unable to perform his duties under Sections I (A) and (C) hereof for (i) a period of six (6) consecutive months or (ii) for shorter periods that add up to six (6) months in any eight (8)-month period, by written notice to Executive, NetworkCo may terminate the Term of Employment for disability. Notwithstanding the foregoing, the Term of Employment shall terminate upon Executive incurring a “separation from service” under the medical leave rules of Code Section 409A (as defined in Section VIII(I)). In such case, no further amounts or benefits shall be payable to Executive, except that Executive shall (i) receive the Accrued Benefits, (ii) receive any earned but unpaid Annual Bonus for the calendar year immediately prior to the year of Executive’s termination pursuant to this Section IV(B), (iii) receive a prorated portion of Executive’s Annual Bonus for the calendar year of Executive’s separation from service based on the amount of time Executive was employed during that calendar year (and subject to achievement of any applicable performance metrics), payable at the time annual bonuses are ordinarily paid to Senior Executives, but in no event later than March 15th of the year following the calendar year of Executive’s separation from service, and (iv) be eligible to elect to (x) receive continued coverage under Company’s relevant medical or disability plans to the extent permitted by, and under the terms of, such plans and to the extent such benefits continue to be provided to other former Senior Executives generally or (y) receive COBRA continuation of the group health benefits previously provided to Executive and his dependents (provided Executive timely elects such COBRA coverage) in which case NetworkCo shall pay the premiums for such COBRA coverage up to the maximum applicable COBRA period, provided that if NetworkCo determines that the provision of continued group health coverage at NetworkCo’s expense may result in Federal taxation of the benefit provided thereunder to

9 1011181368v10 Executive (e.g., because such benefits are provided on a self- insured basis by NetworkCo), then Executive shall be obligated to pay the full monthly premium for such coverage and, in such event, NetworkCo shall pay Executive, in monthly installments, an amount equivalent to the monthly premium for COBRA coverage for the remaining balance of the maximum applicable COBRA period (provided, that NetworkCo shall cease to pay such COBRA premiums at such time that Executive obtains new employment and is eligible for health insurance benefits from a new employer). Executive’s then-outstanding equity awards under the Stock Plan (including any portion of the Annual Equity Grant or Inducement Award) shall be treated in accordance with the applicable plan documents and implementing award agreements, which shall provide for the Equity Treatment. Notwithstanding the foregoing, any equity awards granted under the WBD Plan prior to the Spinoff Effective Date shall be treated in accordance with the WBD Plan and the implementing award agreements. C. Termination For Cause. 1. NetworkCo may, subject to Section IV(C)(2), terminate the Term of Employment for Cause by written notice. “Cause” shall mean: (i) the conviction of, or nolo contendere or guilty plea, to a felony (whether any right to appeal has been or may be exercised); (ii) conduct constituting embezzlement, misappropriation or fraud, whether or not related to Executive’s employment with NetworkCo; (iii) conduct constituting a financial crime, material act of dishonesty or conduct in material violation of NetworkCo’s Code of Ethics or other NetworkCo written policies; (iv) willful and improper conduct that is substantially prejudicial to NetworkCo’s business (whether financial or otherwise); (v) willful unauthorized disclosure or use of NetworkCo confidential information; (vi) material improper destruction of NetworkCo property; or (vii) willful misconduct in connection with the performance of Executive’s duties, unless Executive reasonably believed in good faith that such act was in or not opposed to the best interests of NetworkCo. 2. In the event that Executive materially neglects his duties under Section I(A) or Section I(C) hereof (other than as a result of Executive’s physical or mental infirmity) or

10 1011181368v10 engages in other conduct that constitutes a material breach by Executive of this Agreement, including any breach of Section VI or conduct constituting Cause (collectively, “Breach”), the Board shall so notify Executive in writing. Other than a Breach that is not susceptible to cure, as determined by the Board, Executive shall be afforded a one-time-only opportunity to cure the noted Breach within ten (10) days from receipt of such notice. If no cure is achieved within this time (as determined by the Board), or if Executive engages in the same Breach a second time after once having been given the opportunity to cure, the Board may by majority vote terminate the Term of Employment by written notice to Executive. 3. Any termination of the Term of Employment pursuant to Sections IV(C)(1) or Section IV(C)(2) hereof shall be considered a termination of Executive’s employment for “Cause” and upon such termination, Executive shall only be entitled to receive any amounts or benefits hereunder that have been earned or vested at the time of such termination in accordance with the terms of the applicable governing NetworkCo plan(s) (including the provisions of such plan(s) governing the time and manner of payment), and/or as may be required by law. “Cause” as used in any such NetworkCo plan shall be deemed to mean solely the commission of acts described in Section IV(C)(1) or Section IV(C)(2) hereof (after giving effect to the cure opportunity described in Section IV(C)(2)). D. Termination Of Employment By Executive for Good Reason/Termination of Employment by NetworkCo Not For Cause. 1. NetworkCo may terminate the Term of Employment not for Cause (as defined above), and Executive may terminate the Term of Employment for “Good Reason” as defined herein. “Good Reason” for purposes of this Agreement shall only mean the occurrence of any of the following events without Executive’s written consent: (a) a material reduction in Executive’s duties or responsibilities; (b) NetworkCo’s material change in the location of the NetworkCo office where Executive works (i.e., relocation to a location outside the New York, NY metropolitan area); (c) a

11 1011181368v10 reduction of Executive’s Base Salary; (d) a material reduction in the amount of the Annual Bonus which Executive is eligible to earn; or (e) a material breach of this Agreement by NetworkCo; provided however, that Executive must provide NetworkCo with written notice of the existence of the reduction, change or breach constituting Good Reason within sixty (60) days of any such event having occurred, and allow NetworkCo thirty (30) days to cure the same. If NetworkCo so cures the reduction, change or breach, Executive shall have no basis for terminating the Term of Employment for Good Reason with respect to such cured reduction, change or breach. Executive must terminate his employment in writing within ten (10) business days following the expiration of NetworkCo’s cure period for the termination to be on account of Good Reason or such right shall be deemed waived. 2. (i) If NetworkCo terminates the Term of Employment not for Cause, or (ii) if Executive terminates the Term of Employment for Good Reason, then NetworkCo shall pay Executive the Accrued Benefits. In addition, NetworkCo shall provide the following payments and benefits (collectively, the “Severance Benefits”): (a) Commencing on the Release Effective Date (as defined below), NetworkCo shall pay Executive an amount equal to two (2) times the sum of (x) his Base Salary plus (y) the Annual Bonus at Target under Section III(B) (the “Severance Compensation”) for a period of twenty-four (24) months (the “Good Leaver Severance Period”) beginning on Executive’s termination date, except that the first installment payment shall also include any installments that would have been payable between the date of termination and the Release Effective Date had the release requirement under Section (IV)(F) hereof been satisfied on the date of termination. Except as provided in this Section IV(D)(2) with respect to the first installment payment, the Severance Compensation shall be paid in substantially equal increments on regular NetworkCo paydays, less required deductions and withholdings, until the balance is paid in full.

12 1011181368v10 (b) Notwithstanding anything in NetworkCo’s then- effective annual incentive compensation plan to the contrary, Executive shall be paid a prorated portion of Executive’s Annual Bonus for the calendar year of Executive’s termination based on the amount of time Executive was employed during that calendar year (and subject to achievement of any applicable performance metrics), payable at the time annual bonuses are ordinarily paid to Senior Executives, but in no event shall it be paid later than March 15th of the year following the calendar year in which such termination occurs. (c) NetworkCo shall reimburse Executive for up to eighteen (18) months of post-termination continued health coverage (medical, dental, and vision) under the applicable NetworkCo medical plan pursuant to COBRA, should Executive be eligible for and elect COBRA. These reimbursements shall be subject to required withholdings. If NetworkCo determines the provision of continued medical coverage at NetworkCo’s sole or partial expense may result in Federal taxation of the benefit provided thereunder to Executive or his dependents because such benefits are provided by a self-insured basis by NetworkCo, then Executive shall be obligated to pay the full monthly or similar premium for such coverage under COBRA. In such event, NetworkCo shall pay Executive, in monthly installments over the eighteen (18) month COBRA period (or the remaining portion thereof) an amount equivalent to the monthly premium for COBRA coverage for the balance of the eighteen (18) month COBRA period (based on the COBRA rates then in effect). (d) Executive’s then-outstanding equity awards under the Stock Plan (including any portion of the Annual Equity Grant or Inducement Award) shall be treated in accordance with the applicable plan documents and implementing award agreements, which shall provide for the Equity Treatment, except that (i) time-based awards shall not fully accelerate, but shall continue to vest during the Good Leaver Severance Period and (ii) any Stock Option that becomes vested in accordance with clause (i) shall remain exercisable for ninety (90) days following the end of the Good Leaver Severance Period (such treatment, the

13 1011181368v10 “Modified Equity Treatment”). Notwithstanding the foregoing, any equity awards granted under the WBD Plan prior to the Spinoff Effective Date shall be treated in accordance with the WBD Plan and the implementing award agreements. (e) NetworkCo shall provide Executive with repatriation benefits to return Executive and his family to Germany, as those benefits would apply if Executive were separating during an expatriate assignment from Germany to the United States. 3. If Executive terminates the Term of Employment before it has expired for a reason other than one or more of those stated in Section IV(A), Section IV(B) or Section IV(D)(1) hereof, it shall be deemed a material breach of this Agreement. Executive agrees that, in that event, in addition to any other rights and remedies which NetworkCo may have as a result of such breach, he shall forfeit all rights to be compensated for any remaining portion of his Base Salary, Severance Benefits and/or bonus/incentive payment that may otherwise be due under this Agreement, pursuant to other NetworkCo plans or policies, or otherwise, except for Accrued Benefits or as may be required by law. E. Nonrenewal Non-Competition Benefits. 1. In the event Executive and NetworkCo do not enter into an agreement to extend the Term of Employment for an additional term (as a result of the Executive declining any offer made by the Company to the Executive or the Company declining to make an offer), this Agreement and the Term of Employment shall expire and Executive’s employment with NetworkCo shall terminate on the End Date. If Executive’s employment with NetworkCo is terminated upon the expiration of the Term of Employment, NetworkCo shall pay Executive the Accrued Benefits and any earned but unpaid Annual Bonus payable to the Executive under the Annual Plan without forfeiture if Executive is employed through December 31, 2031. In addition, in consideration of NetworkCo’s rights and benefits under Section VI, NetworkCo shall provide the

14 1011181368v10 following payments and benefits (the “Nonrenewal Non- Competition Benefits”): (a) Commencing on the Release Effective Date, NetworkCo shall pay Executive an amount equal to the sum of (x) his Base Salary plus (y) the Annual Bonus at Target under Section III(B) for a period of twelve (12) months beginning on Executive’s termination date, except that the first installment payment shall include any installments that would have been payable between the date of termination and the Release Effective Date had the release requirement under Section (IV)(F) hereof been satisfied on the date of termination (the “Nonrenewal Non- Competition Payment”). Except as provided in this Section IV(E)(1) with respect to the first installment payment, the Nonrenewal Non- Competition Payment shall be paid in substantially equal increments on regular NetworkCo paydays, less required deductions and withholdings, until the balance is paid in full. (b) Executive’s then-outstanding equity awards under the Stock Plan (including any portion of the Annual Equity Grant or Inducement Award) shall be treated in accordance with the applicable plan documents and implementing award agreements, which shall provide for the Modified Equity Treatment except that: (i) the continued vesting period for time-based awards shall be limited to twelve (12) months following the termination date, (ii) the pro-rata calculation for performance-award vesting shall be determined by dividing (x) the sum of (1) the number of days the Executive was employed during the performance period and (2) 365 by (y) the number of days in the performance period and (iii) any Stock Option that becomes vested in accordance with clause (i) shall remain exercisable for ninety (90) days following the end of the twelve (12) month period. Notwithstanding the foregoing, any equity awards granted under the WBD Plan prior to the Spinoff Effective Date shall be treated in accordance with the WBD Plan and the implementing award agreements.

15 1011181368v10 F. Release Requirement. No Severance Benefits or Nonrenewal Non-Competition Benefits, as applicable, shall be provided to Executive if Executive fails to sign a general release of claims substantially in the form attached hereto as Exhibit A (which may include any additional updates as NetworkCo may determine to be necessary or advisable to comply with applicable law). Such release must be executed and become effective after the termination date and within the review period (including any applicable revocation period) designated in the general release (the “Release Effective Date”). Notwithstanding the foregoing, if payment of the Severance Benefits or Nonrenewal Non- Competition Benefits, as applicable, could commence in more than one taxable year based on when the Release Effective Date occurs, then any such payments that would have been made during the calendar year in which Executive’s employment terminates shall instead be withheld and paid on the first payroll date in the calendar year immediately after the calendar year in which Executive’s employment terminates, with all remaining payments to be made as if no such delay had occurred. No Severance Benefits or Nonrenewal Non-Competition Benefits, as applicable shall be provided if Executive violates Section VI hereof, in which case all Severance Benefits or Nonrenewal Non-Competition Benefits, as applicable, shall cease, and those already made shall be forfeited and subject to repayment within thirty (30) days of demand therefor. NetworkCo shall provide Executive with written notice of any such violation. V. CONFIDENTIAL INFORMATION A. Executive acknowledges his fiduciary duty to NetworkCo. As a condition of employment, Executive agrees to protect and hold in a fiduciary capacity for the benefit of NetworkCo all confidential information, knowledge or data, including the terms of this Agreement and, without limitation, all trade secrets relating to NetworkCo and its Affiliates, and their respective businesses, (i) obtained by Executive during his employment by NetworkCo or otherwise and (ii) that is not otherwise publicly known (other than by reason of an unauthorized act by Executive). After termination of Executive’s employment with NetworkCo, Executive shall not communicate or divulge any such information, knowledge or data to anyone other than NetworkCo and those designated by it, without the prior written consent of NetworkCo. For the avoidance of doubt, and notwithstanding the foregoing, nothing

16 1011181368v10 herein or in this Agreement shall (x) prohibit Executive from communicating with a government agency, regulator or legal authority concerning any possible violations of federal or state law or regulation, (y) prevent or limit Executive from discussing his terms and conditions of employment or (z) prohibit Executive from providing truthful testimony in the event of any legal process between Executive and NetworkCo or any of its affiliates. Nothing herein or in this Agreement, however, authorizes the disclosure of information Executive obtained through a communication that was subject to the attorney-client privilege, unless disclosure of the information would otherwise be permitted by an applicable law or rule. B. In the event that Executive is compelled, pursuant to a subpoena or other order of a court or other body having jurisdiction over such matter, to produce any information relevant to NetworkCo, whether confidential or not, Executive agrees to provide NetworkCo with such written notice of this subpoena or order so that NetworkCo may timely move to quash if appropriate unless such notice to NetworkCo is prohibited by law or procedure. C. Executive also agrees to cooperate with NetworkCo in any legal action for which his participation is needed. NetworkCo agrees to try to schedule all such meetings so that they do not unduly interfere with Executive’s pursuits after he is no longer in NetworkCo’s employ. NetworkCo shall reimburse Executive promptly for reasonable travel and other expenses associated with this cooperation, provided that Executive timely provides documentation in a form reasonably acceptable to NetworkCo. VI. RESTRICTIVE COVENANTS A. Executive covenants that during the Restricted Period (as defined below), he shall not, directly or indirectly, on his own behalf or on behalf of any entity or individual, engage in any business activities involving nonfiction, scripted, sports, lifestyle, news, or general entertainment television programming or content (whether in cable, broadcast, free to air, digital, streaming, film, or any other distribution method) within the Restricted Territory ( “Competitive Services”). The Restricted Territory is the United States and any other country for which Executive had management responsibilities (e.g., supervised employees located in that country or was involved in business or programming operations in that

17 1011181368v10 country) at any time during the three (3) years prior to Executive’s separation from employment. This provision shall not prevent Executive from owning stock in any publicly-traded company or making passive investments in any entity through a hedge, mutual or private equity fund; provided, that, Executive’s ownership is equal to or less than three percent (3%) of such entity’s outstanding stock and that Executive does not have any active participation in the management or business operations of any such entity. Executive agrees that this Section VI (A) is a material part of this Agreement, breach of which will cause NetworkCo irreparable harm and damages, the loss of which cannot be adequately compensated at law. In the event that the provisions of this paragraph should ever be deemed to exceed the limitations permitted by applicable laws, Executive and NetworkCo agree that such provisions shall be reformed to the maximum limitations permitted by the applicable laws. For the avoidance of doubt, Executive may provide services to a unit, division, subsidiary or affiliate of an entity engaged in Competitive Services, so long as such unit, division, subsidiary or affiliate does not engage in Competitive Services and Executive himself is not engaged, does not participate in or contribute to, directly or indirectly, the Competitive Services. The “Restricted Period” shall begin on the date of this Agreement and shall expire on the second anniversary of the Executive’s termination of employment on account of Executive’s voluntarily terminating his employment (other than for Good Reason); provided, however, that, the Restricted Period shall expire on the first anniversary of such termination if the Executive’s employment is terminated by NetworkCo without Cause or by the Executive for Good Reason or as a result of disability or the expiration of the Term of Employment. B. If Executive wishes to pursue Competitive Services during the Restricted Period and to obtain the written consent of NetworkCo before doing so, Executive may request consent from NetworkCo by providing written evidence, including assurances from Executive and his potential employer, that the fulfillment of Executive’s duties in such proposed work or activity would not involve any use, disclosure, or reliance upon the confidential information or trade secrets of NetworkCo, and NetworkCo shall consider the request promptly and in good faith. In the event that Executive wishes to consider an opportunity outside NetworkCo at the end of the natural expiration of the Term of Employment, Executive may request that the NetworkCo review the opportunity

18 1011181368v10 and NetworkCo shall consider any such request promptly and in good faith. C. During Executive’s employment and for a period of eighteen (18) months following the conclusion of Executive’s employment with NetworkCo, Executive covenants that he will not directly or indirectly solicit, recruit, interfere with or otherwise attempt to entice, any employees of NetworkCo or any of its Affiliates to leave their employment with NetworkCo or such Affiliate. For the avoidance of doubt, this Section VI(C) shall not prohibit the Executive from placing general solicitations of employment through advertisements of general circulation not directed specifically at employees of NetworkCo and its Affiliates or from providing a reference if requested to do so. D. During Executive’s employment and for an eighteen (18) month period following the conclusion of Executive’s employment with NetworkCo, Executive covenants that he will not directly or indirectly solicit, recruit, interfere with or otherwise attempt to entice, solicit, induce or encourage any vendor, producer, independent contractor, or business partner to terminate its business relationship with NetworkCo or its Affiliates. E. During the period Executive is employed by NetworkCo, Executive covenants and agrees not to engage in any other business activities whatsoever, or to directly or indirectly render services of a business, commercial or professional in nature to any other business entity or organization, regardless of whether Executive is compensated for these services, unless Executive obtains the prior written consent of the Board. F. Throughout the period that Executive is an employee of NetworkCo, Executive agrees to disclose to NetworkCo any direct investments (i.e., any investment in which Executive has made the decision to invest in a particular company) he has in a company that is a competitor of NetworkCo or its Affiliates (“Competitor”) or that NetworkCo or its Affiliates is doing business with during the Term of Employment (“Partner”), if such direct investments result in Executive or Executive’s immediate family members, and/or a trust established by Executive or Executive’s immediate family members, owning three percent (3%) or more of such a Competitor or Partner. This Section VI(F) shall not prohibit Executive, however, from making passive investments (i.e., in a

19 1011181368v10 particular mutual fund or similar entity where Executive does not make the decision to invest the assets of the mutual fund, even if such entity, in turn, invests in such a Competitor or Partner). Regardless of the nature of Executive’s investments, Executive herein agrees that his investments may not materially interfere with Executive’s obligations and ability to provide services under this Agreement. G. Upon or prior to the conclusion of Executive’s employment with NetworkCo, Executive shall return all NetworkCo property and materials (other than de minimis items), including equipment, such as laptop computers and mobile telephones, and documentation, such as files (including originals and copies), notes, e-mail accounts and computer disks. Executive shall be permitted to retain his contacts, calendars, personal correspondence and any information reasonably needed for tax return preparation purposes. H. In the event that Executive violates any provision of this Section VI, in addition to any injunctive relief and damages to which Executive acknowledges NetworkCo would be entitled, all Severance Benefits or Nonrenewal Non-Competition Benefits to Executive, if any, shall cease to be provided, and those already made will be forfeited and subject to repayment within thirty (30) days of demand therefor; provided, that, NetworkCo shall provide Executive with written notice of any such violation. VII. ARBITRATION A. Submission To Arbitration. NetworkCo and Executive agree to submit to arbitration all claims, disputes, issues or controversies between NetworkCo and Executive or between Executive and other employees of NetworkCo or its Affiliates (collectively “Claims”) directly or indirectly relating to or arising out of Executive’s employment with NetworkCo or the termination of such employment including Claims under Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans With Disabilities Act of 1990, Section 1981 of the Civil Rights Act of 1966, as amended, the Family Medical Leave Act, the Employee Retirement Income Security Act, and any Claim arising under any similar federal, state or local law, statute, regulation or common law doctrine or out of this Agreement.

20 1011181368v10 B. Use Of AAA; Choice of Law. All Claims for arbitration shall be presented to the American Arbitration Association (“AAA”) in accordance with its applicable rules (“Rules”). The seat or place of arbitration shall be New York, New York. The arbitrator(s) shall be directed to apply the substantive law of federal and state courts sitting in New York, without regard to conflict of law principles. Any arbitration pursuant to this Agreement shall be deemed an arbitration proceeding subject to the Federal Arbitration Act. C. Binding Effect. Arbitration shall be binding and shall afford Parties the same options for damage awards as would be available in court. Executive and NetworkCo agree that discovery shall be allowed, and all discovery disputes shall be decided, exclusively by arbitration in accordance with the Rules. D. Damages and Costs. Any damages shall be awarded only in accord with applicable law. The arbitrator may only order reinstatement of Executive if money damages are insufficient. The Parties shall bear in equal shares all fees and expenses of arbitration. However, each party shall bear the expense of its own counsel, experts, witnesses and preparation and presentation of proof. VIII. CONTROLLING LAW AND ADDITIONAL COVENANTS A. The validity and construction of this Agreement or any of its provisions shall be determined under the laws of the State of New York. The invalidity or unenforceability of any provision of this Agreement shall not affect or limit the validity and enforceability of the other provisions. B. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated. The section headings of this Agreement are for convenience only and shall not in any way affect the interpretation of any section hereof or of the Agreement itself. Any provision of this Agreement which refers to the words “include,” “includes,” or “including” shall be deemed to be followed by the words “without limitation.” C. Executive warrants that (1) his employment under this Agreement will not violate or conflict in any way with any other contract or agreement to which Executive is bound; (2) Executive will do

21 1011181368v10 nothing on behalf of NetworkCo that violates or conflicts with any such contract or agreement; and (3) Executive will indemnify NetworkCo for any liability, damages, costs, or attorneys’ fees that NetworkCo suffers as a result of any such violation or conflict. D. Executive expressly acknowledges that NetworkCo has advised Executive to consult with independent legal counsel of his choosing prior to Executive’s signing this Agreement to review and explain to Executive the legal effect of the terms and conditions of this Agreement. E. This Agreement supersedes any and all other agreements, either oral or in writing, between the Parties with respect to the employment of Executive by NetworkCo, and contains all of the covenants and agreements between the Parties with respect to such employment in any manner whatsoever. Each Party to this Agreement acknowledges that no representations, inducements, promises or agreements have been made, orally or otherwise, by any Party, or anyone acting on behalf of any Party, that are not stated in this Agreement, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. Notwithstanding either of the foregoing sentences, or any other provision of this Agreement, this Agreement shall not supersede, replace, invalidate or otherwise modify or affect that certain Confidential Information and Assignment of Inventions Agreement, by and between the Executive and the Company, dated as of July 11, 2022 (the “Confidentiality Agreement”) or any other restrictive covenants in any previous agreements or documents between Executive and WBD, including, without limitation, any covenants regarding confidentiality, intellectual property, confidential and proprietary information, non-competition, non- solicitation of customers, non-solicitation or no hire of employees, and the like (collectively, “Other Restrictive Covenants”). The Confidentiality Agreement and any such Other Restrictive Covenants will remain in effect and Executive shall remain bound by the Confidentiality Agreement for the time period set forth therein and by such Other Restrictive Covenants solely for the one- year period following the Spinoff Effective Date. For the avoidance of doubt, Executive’s services for NetworkCo shall not cause Executive to be in violation of the Confidentiality Agreement or the Other Restrictive Covenants, and with respect to NetworkCo intellectual property and confidential and proprietary information, any qualifications in this Agreement will apply to the

22 1011181368v10 analogous provisions of the Confidentiality Agreement. In furtherance of the foregoing, WBD (or any successor or assignee of its rights under such Other Restrictive Covenants, including, following the Spinoff, the standalone public company that includes WBD’s Streaming & Studios division) shall continue to enjoy and enforce all of the rights and benefits under such Other Restrictive Covenants for the one-year period following the Spinoff Effective Date. F. Any modifications to this Agreement shall be effective only if in writing and signed by the Executive and NetworkCo. G. Any payments to be made by NetworkCo hereunder shall be made subject to applicable law, including required deductions and withholdings. H. Any bonus incentive or equity compensation paid or provided to Executive, whether pursuant to this Agreement or otherwise, shall be subject to the terms and conditions of any clawback or recoupment policy as may be adopted from time to time by NetworkCo with respect to Senior Executives, including the Warner Bros. Discovery, Inc. Compensation Clawback Policy, effective October 2, 2023, and any other such policy required to comply with applicable law or the listing standards of any national securities exchange. I. Section 409A of the Code. 1. It is intended that the provisions of this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended, (the “Code”) and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”), and all provisions of this Agreement shall be construed in a manner consistent with the requirements for avoiding taxes or penalties under Code Section 409A. Notwithstanding the foregoing, NetworkCo shall have no liability to Executive with regard to any failure to comply with Code Section 409A so long as NetworkCo has acted in good faith with regard to compliance therewith. 2. If under this Agreement, an amount is to be paid in two or more installments, for purposes of Code Section 409A, each installment shall be treated as a separate payment.

23 1011181368v10 3. A termination of employment shall not be deemed to have occurred for purposes of any provision of this Agreement providing for the payment of amounts or benefits upon or following a termination of employment unless such termination is also a “Separation from Service” within the meaning of Code Section 409A and, for purposes of any such provision of this Agreement, references to a “resignation,” “termination,” “termination of employment,” “separation” or like terms shall mean Separation from Service. 4. If Executive is deemed on the date of termination of his employment to be a “specified employee”, within the meaning of that term under Section 409A(a)(2)(B) of the Code and using the identification methodology selected by NetworkCo from time to time, or if none, the default methodology, then: a. With regard to any payment, the providing of any benefit or any distribution of equity upon separation from service that constitutes “deferred compensation” subject to Code Section 409A, such payment, benefit or distribution shall not be made or provided prior to the earlier of (i) the expiration of the six-month period measured from the date of Executive’s Separation from Service or (ii) the date of Executive’s death; and b. On the first day of the seventh month following the date of Executive’s Separation from Service or, if earlier, on the date of his death, (x) all payments delayed pursuant to this Section VIII(I)(4) (whether they would otherwise have been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to Executive in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal dates specified from them herein and (y) all distributions of equity delayed pursuant to this Section VIII(I)(4) shall be made to Executive.

24 1011181368v10 5. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, of in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year, provided that the foregoing clause (ii) shall not be violated without regard to expenses reimbursed under any arrangement covered by Section 105(b) of the Code solely because such expenses are subject to a limit related to the period the arrangement is in effect and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred. 6. Whenever a payment under this Agreement specifies a payment period with reference to a number of days (e.g., “payment shall be made within thirty (30) days following the date of termination), the actual date of payment within the specified period shall be within the sole discretion of NetworkCo. J. Section 280G of the Code. 1. If it is determined (as hereafter provided) that any payment or distribution by NetworkCo to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) by reason of being contingent on a change in ownership or effective control of NetworkCo or of a substantial portion of the assets of NetworkCo, within the meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest or penalties, are hereafter collectively referred to as the “Excise Tax”), then, if the after-tax value of all Payments to the Executive (such after-

25 1011181368v10 tax value to reflect the reduction for the Excise Tax and all federal, state and local income, employment and other taxes on such Payments) would, in the aggregate, be less than the after-tax value to the Executive (reflecting a reduction for all such taxes in a like manner) of three (3) times the Executive’s “base amount” (as defined for purposes of Section 280G of the Code) (the “Safe Harbor Amount”), (i) the cash portions of the Payments payable to the Executive under this Agreement shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such payment, until the value of all “parachute payments” (as defined for purposes of Section 280G of the Code) (the “Parachute Value”) of all Payments paid to the Executive, in the aggregate, equals the Safe Harbor Amount, and (ii) if the reduction to zero of the cash portions of the Payments payable under this Agreement would not be sufficient to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then any cash portions of the Payments payable to the Executive under any other agreements, policies, plans, programs, or arrangements shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value of all Payments paid to the Executive, in the aggregate, equals the Safe Harbor Amount, and (iii) if the reduction to zero of all cash portions of the Payments payable pursuant to this Agreement or otherwise would not be sufficient to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then non-cash portions of the Payments shall be reduced, in the reverse order in which they are due to be paid commencing with the latest such payment, until the Parachute Value of all Payments paid to the Executive, in the aggregate, equals the Safe Harbor Amount. 2. All calculations under this section shall be determined by a national accounting firm selected by NetworkCo (which may include NetworkCo’s outside auditors) and provided to NetworkCo and the Executive within fifteen (15) days prior to the date on which any Payment is payable to the Executive. Any dispute between NetworkCo and the Executive with respect to the terms of this Section VIII(J), including the calculations and determinations of such national accounting firm, shall be resolved in accordance

26 1011181368v10 with Section VII hereof. NetworkCo shall pay all costs to obtain and provide such calculations to the Executive and NetworkCo. K. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors, heirs (in the case of Executive) and assigns. The rights or obligations under this Agreement may not be assigned or transferred by either party, except that such rights or obligations may be assigned or transferred pursuant to a merger or consolidation in which NetworkCo is not the continuing entity, or the sale or liquidation of all or substantially all of the assets of NetworkCo; provided, however, that the assignee or transferee is the successor to all or substantially all of the assets of NetworkCo and such assignee or transferee assumes the liabilities, obligations and duties of NetworkCo, as contained in this Agreement, either contractually or as a matter of law. Notwithstanding the foregoing, this Agreement may be assigned to any Affiliate of NetworkCo which employs Executive. L. This Agreement may be executed with electronic signatures, in any number of counterparts. The electronically signed Agreement shall constitute one original agreement. Duplicates and electronically signed copies of this Agreement shall be effective and fully enforceable as of the date signed and sent. M. All notices and other communications to be made or otherwise given hereunder shall be in writing and shall be deemed to have been given when the same are (i) addressed to the other party at the mailing address or email address indicated below, and (ii) either: (a) personally delivered or mailed, registered or certified mail, first class postage prepaid return receipt requested, (b) delivered by a reputable private overnight courier service utilizing a written receipt or other written proof of delivery, to the applicable party, or (c) sent by electronic email. Any such notice sent in the manner set forth above by United States Mail shall be deemed to have been given and received three (3) days after it has been so deposited in the United States Mail, and any notice sent in any other manner provided above shall be deemed to be given when received. The substance of any such notice shall be deemed to have been fully acknowledged in the event of refusal of acceptance by the party to whom the notice is addressed. Until further notice given in

27 1011181368v10 accordance with the foregoing, the respective addresses and email addresses for the Parties are as follows: If to the Company: Discovery Communications, LLC 230 South Park Avenue New York, New York 10003 Attention: Chief Legal Officer Attention: Chief People and Culture Officer If to Executive, at the home address then on file with NetworkCo, with notice to: Michael S. Katzke Katzke Miller & Morgenbesser, LLP Email: katzke@kmexeccomp.com [signature page follows]

1011181368v10 In witness whereof, the parties have caused this Agreement to be duly executed as set forth below. EXECUTIVE: /s/ Gunnar Wiedenfels Gunnar Wiedenfels DATE: June 12, 2025 DISCOVERY COMMUNICATIONS, LLC: /s/ Tara Smith Name: Tara Smith Title: Executive Vice President and Corporate Secretary DATE: June 12, 2025 WARNER BROS. DISCOVERY, INC.: /s/ Tara Smith Name: Tara Smith Title: Executive Vice President and Corporate Secretary DATE: June 12, 2025