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Published: 2025-06-24 14:06:42 ET WBD

Published on 06/24/2025 at 14:06

Warner Bros. Discovery, Inc. announced the Pool 3 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline have an aggregate principal amount that exceeds the Pool 3 Tender Cap and, in the case of 3.950% Senior Notes due 2028 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline, the 2028 Notes SubCap. DCL does not expect to accept for purchase all Pool 3 Notes or 3.950% Senior Notes due 2028 that have been validly tendered and not validly withdrawn prior to or at the Early Tender Deadline.

Rather, subject to the 2028 Notes SubCap with respect to 3.950% Senior Notes due 2028 set forth in the table above, as further described in the Offer to Purchase and Consent Solicitation Statement, DCL expects to accept the 3.950% Senior Notes due 2028 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline on a prorated basis using a proration factor to be announced following the determination of the Total Consideration. Further, subject to the Pool 3 Tender Cap, the Acceptance Priority Levels and the aforementioned 2028 Notes SubCap set forth in the table above, in each case as further described in the Offer to Purchase and Consent Solicitation Statement, DCL expects to accept for purchase all of the 4.000% Senior Notes due 2055 and 4.650% Senior Notes due 2050 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline, and DCL expects to accept for purchase the 5.200% Senior Notes due 2047 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline on a prorated basis using a proration factor to be announced following the determination of the Total Consideration. None of the other series of the Pool 3 Notes are expected to be accepted in the Offers.

As described further in the Offer to Purchase and Consent Solicitation Statement, holders of the Pool 3 Notes that had validly delivered their Tender Instructions at or prior to the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Consent Expiration Time, but whose Notes were not accepted in full or at all due to proration, will be eligible to receive Amended Notes in lieu of the Pool 3 Notes that were not accepted in full or at all due to proration. Such holders will be eligible to receive Amended Notes so long as such holders have not withdrawn their Tender Instructions following the Consent Expiration Time. Holders of the Pool 3 Notes that had validly delivered their Tender Instructions after the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Early Tender Deadline, but whose Notes were not accepted in full or at all due to proration, will have their Notes promptly returned to their account.

Additionally, because the Pool 3 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline have an aggregate principal amount that exceeds the Pool 3 Tender Cap, DCL does not expect to accept for purchase any Pool 3 Notes tendered after the Early Tender Deadline on the Early Settlement Date or any subsequent settlement date. the Pool 4 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline have an aggregate principal amount that exceeds the Pool 4 Tender Cap, and, in the case of 4.279% Senior Notes due 2032 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline, the 2032 Notes SubCap. WMH does not expect to accept for purchase all Pool 4 Notes or 4.279% Senior Notes due 2032 that have been validly tendered and not validly withdrawn prior to or at the Early Tender Deadline.

Rather, subject to the 2032 Notes SubCap with respect to 4.279% Senior Notes due 2032 set forth in the table above, as further described in the Offer to Purchase and Consent Solicitation Statement, WMH expects to accept the 4.279% Senior Notes due 2032 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline on a prorated basis using a proration factor to be announced following the determination of the Total Consideration. Further, subject to the Pool 4 Tender Cap, the Acceptance Priority Levels and the 2032 Notes SubCap with respect to 4.279% Senior Notes due 2032 set forth in the table above, in each case as further described in the Offer to Purchase and Consent Solicitation Statement, WMH expects to accept for purchase all of the 5.391% Senior Notes due 2062 validly tendered and not validly withdrawn prior to or at the Early Tender Deadline and WMH expects to accept for purchase the 5.141% Senior Notes due 2052 on a prorated basis using a proration factor to be announced following the determination of the Total Consideration. None of the 5.050% Senior Notes due 2042 are expected to be accepted in the Offers.

As described further in the Offer to Purchase and Consent Solicitation Statement, holders of the Pool 4 Notes that had validly delivered their Tender Instructions at or prior to the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Consent Expiration Time, but whose Notes were not accepted in full or at all due to proration, will be eligible to receive Amended Notes in lieu of the Pool 4 Notes that were not accepted in full or at all due to proration. Such holders will be eligible to receive Amended Notes so long as such holders have not withdrawn their Tender Instructions following the Consent Expiration Time. Holders of the Pool 4 Notes that had validly delivered their Tender Instructions after the Consent Expiration Time and did not validly withdraw their Tender Instructions at or prior to the Early Tender Deadline, but whose Notes were not accepted in full or at all due to proration, will have their Notes promptly returned to their account.

Additionally, because the Pool 4 Notes validly tendered and not validly withdrawn prior to or at the Early Tender Deadline have an aggregate principal amount that exceeds the Pool 4 Tender Cap, WMH does not expect to accept for purchase any Pool 4 Notes tendered after the Early Tender Deadline on the Early Settlement Date or any subsequent settlement date. Consent Only Instructions will not be subject to proration, as described in the Offer to Purchase and Consent Solicitation Statement. In addition, since Pool 5 Notes are not subject to any Pool Tender Cap, Tender Instructions submitted with respect to Pool 5 Notes will not be subject to proration.