SCHEDULE: Major Shareholder Reduces Stake in Warner Bros. Discovery Below 5%

A/NPP Diversified Holdings LLC and Advance/Newhouse Partnership have sold 100 million shares of Warner Bros. Discovery Series A Common Stock for $10.97 per share, reducing their collective beneficial ownership to below 5%.

Summary

• Reporting Persons, including A/NPP Diversified Holdings LLC, Advance/Newhouse Partnership, Newhouse Broadcasting Corporation, and Advance Publications, Inc., have filed an Amendment No. 2 to their Schedule 13D.
• The amendment details the sale of 100,000,000 shares of Warner Bros. Discovery Series A Common Stock.
• The sale was executed on June 30, 2025, at a net price of $10.97 per share.
• The shares sold comprised 14,158,459 shares held by Advance/Newhouse Partnership and 85,841,541 shares held by A/NPP Diversified Holdings LLC.
• Following this transaction, the Reporting Persons collectively ceased to be beneficial owners of more than 5% of Warner Bros. Discovery's outstanding shares.
• The remaining beneficial ownership for A/NPP Diversified Holdings LLC, Newhouse Broadcasting Corporation, and Advance Publications, Inc. is 98,181,749 shares, which represents 3.97% of the Series A Common Stock.
• This percentage is calculated based on 2,474,075,003 shares of Series A Common Stock reported as issued and outstanding by Warner Bros. Discovery as of April 25, 2025.
• An internal reorganization on December 30, 2024, involved Advance/Newhouse Programming Partnership contributing 184,023,290 shares to A/NPP Diversified Holdings LLC.

Sentiment

Score: 5

Explanation: The document is neutral in tone, reporting a factual change in beneficial ownership. The sale is described as serving the Reporting Persons' financial flexibility, which is a positive for them, but the reduction in a significant stake could be viewed neutrally to slightly negatively for the issuer depending on market interpretation.

Positives

• The sale provides financial flexibility for the Reporting Persons to support their ongoing estate planning, investment programs, and other general corporate purposes.

Negatives

• A significant reduction in ownership by a long-standing major shareholder, potentially signaling a reduced strategic interest or a need for liquidity from the Reporting Persons' perspective.

Risks

• No specific risks related to Warner Bros. Discovery's operations or financial health are mentioned in this filing. The primary impact is on the Reporting Persons' level of influence and investment in the Issuer.

Future Outlook

The sale of shares is intended to provide financial flexibility for the Reporting Persons' ongoing estate planning, investment program, and other general corporate purposes. This indicates a strategic shift in their portfolio management rather than a direct outlook on Warner Bros. Discovery's future performance.

Management Comments

• No specific quotes from management are provided in the filing, beyond the signature of Oren Klein as Chief Financial Officer for the Reporting Persons.

Industry Context

This filing primarily concerns a change in beneficial ownership by a specific group of investors and does not provide broader industry trends or competitive analysis. It reflects a portfolio management decision by a significant shareholder rather than a strategic move by Warner Bros. Discovery itself.

Comparison to Industry Standards

• This document does not contain financial or operational results of Warner Bros. Discovery that can be compared to industry standards or specific comparable companies/projects. It focuses solely on a change in share ownership by a specific group of entities.

Management Changes

Corporate Governance

Legal Proceedings

• No legal proceedings involving the Reporting Persons or Warner Bros. Discovery are disclosed in this filing.

Related Party Transactions

• The internal reorganization on December 30, 2024, where Advance/Newhouse Programming Partnership contributed shares to A/NPP Diversified Holdings LLC, is an internal transfer among the Reporting Persons.

Stakeholder Impact

• Shareholders: The sale of a large block of shares by a significant holder could introduce selling pressure or be interpreted as a lack of confidence, although the stated purpose is for the Reporting Persons' internal financial flexibility. The reduction below 5% means less transparency on future changes from this specific group.

Next Steps

• The Reporting Persons will no longer be required to file Schedule 13D amendments unless their beneficial ownership again exceeds 5% and they acquire additional shares with a control purpose.

Key Dates

Keywords

Warner Bros. Discovery, WBD, Schedule 13D, Share Sale, Beneficial Ownership, Advance/Newhouse, A/NPP Diversified Holdings, Stock Divestment, Media, Entertainment