SCHEDULE: WBD & Dplay Boost Anghami Stake to 71.3% Post-Conversion

Warner Bros. Discovery and Dplay Entertainment significantly increased their beneficial ownership in Anghami Inc to 71.3% following the conversion of $55 million in notes and accrued interest.

Summary

• Warner Bros. Discovery, Inc. (WBD) and Dplay Entertainment Limited (Purchaser) have increased their beneficial ownership in Anghami Inc.
• Their aggregate beneficial ownership now stands at 7,417,345 Ordinary Shares, representing 71.3% of the class.
• This increase is primarily due to OSN Streaming (beneficially owned by the Reporting Persons) converting $55,000,000 in principal notes and approximately $4,404,312.86 in PIK Interest Amount into 2,376,171 Ordinary Shares.
• The conversion occurred on December 15, 2025, at an adjusted base conversion price of $25.00 per Ordinary Share.
• The total share count used for percentage calculation is 10,407,432 Ordinary Shares, which includes outstanding shares, newly issued shares from conversion, and shares from exercisable OSN Warrants.
• A 1-for-10 reverse stock split of Anghami Inc's ordinary shares was implemented on August 1, 2025, and all share numbers reflect this.

Sentiment

Score: 7

Explanation: The conversion of debt to equity by strategic investors is generally positive for the company's balance sheet and signals strong commitment. However, the significant dilution for existing minority shareholders and the high concentration of ownership could be viewed negatively by some investors.

Positives

• Increased strategic alignment and commitment from major investors (WBD and Dplay Entertainment) in Anghami Inc.
• Conversion of debt (Notes and PIK Interest) into equity strengthens Anghami's balance sheet by reducing liabilities.
• The significant ownership stake (71.3%) provides WBD and Dplay Entertainment substantial control and influence over Anghami's strategic direction.

Negatives

• Significant dilution for existing minority shareholders due to the issuance of 2,376,171 new Ordinary Shares for the conversion.
• The conversion price of $25.00 per Ordinary Share (post-reverse split) might be higher or lower than the current market price, impacting the perceived value of the conversion for the company or investors.
• The high concentration of ownership (71.3%) could reduce liquidity for other shareholders and potentially limit independent decision-making by Anghami's board.

Risks

• Dilution Risk: The issuance of new shares for debt conversion dilutes the ownership percentage of existing shareholders not participating in the conversion.
• Control Risk: With 71.3% ownership, the Reporting Persons (WBD and Dplay Entertainment) have substantial control, potentially limiting the influence of other shareholders.
• Valuation Risk: The conversion price of $25.00 per share may not align with the market's current or future valuation of Anghami, potentially indicating an over or undervaluation at the time of conversion.
• Integration Risk: The increased stake and potential for greater influence from WBD and Dplay Entertainment could lead to integration challenges or shifts in strategic priorities for Anghami.

Future Outlook

The filing indicates a deeper strategic commitment from Warner Bros. Discovery and Dplay Entertainment in Anghami Inc, suggesting a long-term interest in the company's future. The potential for the Purchaser's stake in OSN Streaming to increase to 33.83% upon "Second Completion" and "Third Completion" implies further consolidation of influence.

Industry Context

This transaction solidifies the strategic partnership between a major global media conglomerate (Warner Bros. Discovery) and a regional streaming service (Anghami Inc), potentially enhancing Anghami's content offerings and market reach in the MENA region. It reflects a trend of larger media entities investing in or acquiring stakes in regional players to expand their global footprint and diversify their streaming portfolios. The conversion of debt to equity also signals confidence in Anghami's long-term viability by its strategic investors.

Comparison to Industry Standards

• The 71.3% beneficial ownership stake is a substantial controlling interest, common in strategic investments where a larger entity seeks to integrate or heavily influence a smaller company's operations, similar to how Tencent holds significant stakes in various gaming companies globally or how major studios acquire smaller production houses.
• The conversion of debt into equity is a standard financial maneuver, often seen when lenders (especially strategic partners) opt to strengthen the borrower's balance sheet and increase their equity exposure, as seen in various distressed asset restructurings or strategic investments across industries.
• The use of a reverse stock split (1-for-10) prior to significant equity issuance is a common tactic to increase share price and potentially meet listing requirements, observed in many smaller cap companies seeking to improve their market perception or attract institutional investors.

Related Party Transactions

• The conversion of Notes and PIK Interest by OSN Streaming, which is beneficially owned by Warner Bros. Discovery, Inc. and Dplay Entertainment Limited, constitutes a related party transaction.
• The ongoing ownership structure of OSN Streaming, involving OSN Streaming Holding Limited and Dplay Entertainment Limited, and the potential future adjustments ("Second Completion" and "Third Completion") are related party dealings.
• The potential for the Reporting Persons to be deemed members of a "group" with OSN Streaming, OSN Streaming Holding Limited, Panther Media Holding Limited, Panther Media Group Limited, and Kuwait Projects Company (Holding) K.S.C.P. indicates a network of related entities.

Stakeholder Impact

• Shareholders: Existing minority shareholders face significant dilution due to the issuance of new shares. However, the strengthened balance sheet and increased strategic backing from WBD/Dplay could be seen as positive for long-term value.
• Creditors: The conversion of debt to equity reduces Anghami's liabilities, potentially improving its creditworthiness.
• Management/Employees: Increased strategic alignment with major investors could lead to clearer direction and potentially more resources, but also greater oversight.
• Customers/Suppliers: No direct immediate impact, but a stronger, more stable Anghami with robust backing could lead to improved services or more reliable partnerships in the long run.

Next Steps

• Consummation of the "Second Completion" and "Third Completion" as defined in Item 6 of the Original 13D, which will further adjust the ownership percentages within OSN Streaming.
• Potential exercise of the 1,342,624 OSN Warrants by the Reporting Persons.

Key Dates

Recommendation

While the conversion of debt to equity by strategic investors is a positive for Anghami's balance sheet and signals strong commitment, the significant dilution for existing shareholders and the resulting high concentration of ownership (71.3%) introduce new dynamics. Investors should hold to assess how this increased control impacts Anghami's operational strategy, future growth, and market liquidity before making further investment decisions. The long-term implications of this deep strategic alignment need to be observed.

Keywords

Anghami Inc, Warner Bros. Discovery, Dplay Entertainment, Schedule 13D/A, Beneficial Ownership, Debt Conversion, Equity Stake, Reverse Stock Split, OSN Streaming, Streaming Media, Middle East, MENA, Music Streaming