Warner Bros. Discovery, Inc. — Form 8-K

Warner Bros. Discovery's Board ratified 396,804 RSUs granted to non-employee directors in June 2025 and June 2026, after the company's 2005 Non-Employee Director Incentive Plan expired on May 20, 2025. The Board also ratified issuance of 120,000 common shares (par $0.01) in settlement of certain 2025 grants to five directors (Fisher, Lowe, Merchant, Noto, Sanchez—24,000 shares each, issued June 9, 2026). These acts, previously a 'failure of authorization' under Delaware law, were ratified October 2, 2026 pursuant to DGCL §204. The Plan was amended to extend its term until the earlier of the Merger closing or next annual stockholder meeting, with outstanding grants to be settled for cash at Merger consideration per the Paramount-Skydance merger agreement (dated February 27, 2026).