SEC Form DFAN14A filed by Paramount Skydance Corporation

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant ¨               Filed by a party other than the Registrant x

Check the appropriate box:

Warner Bros. Discovery, Inc.

(Name of Registrant as Specified In Its Charter)

Paramount Skydance Corporation

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

Filed by Paramount Skydance Corporation

Pursuant to Rule 14a-12 under the

Securities and Exchange Act of 1934, as amended

Subject Company: Warner Bros. Discovery, Inc.

Commission File No.: 001-34177

Date: March 2, 2026

The following is a transcript of an investor presentation from Paramount Skydance Corporation presented on March 2, 2026

.................................................................... COPYRIGHT © 2026 S&P Global Marke t Intelligence, a division of S&P Globa l Inc. All rights reserved spglobal.com/marketintelligence Paramount Skydance Corporation NasdaqGS:PSKY M&A Call Monday, March 2, 2026 1:30 PM GMT CALL PARTICIPANTS 2 PRESENTATION 3 QUESTION AND ANSWER 8

PARAMOUNT SKYDANCE CORPORATION M&A CALL - PRELIMINARY COPY MAR 02, 2026 Call Participants ............................................................................................................................. ... .................................... EXECUTIVES Andrew M. Gordon Former Partner Redbird Capital Partners Management LLC David Ellison Chairman & CEO Paramount Skydance Corporation Dennis K. Cinelli Chief Financial Officer Paramount Skydance Corporation Kevin Creighton EVP of Corporate Finance & Investor Relations Paramount Skydance Corporation ANALYSTS Brent Matthew Penter Raymond James & Associates, Inc., Research Division Bryan D. Kraft Deutsche Bank AG, Research Division Craig Anthony Huber Huber Research Partners, LLC David Carl Joyce Seaport Research Partners John Christopher Hodulik UBS Investment Bank, Research Division Michael C. Morris Guggenheim Securities, LLC, Research Division Peter Lawler Supino Wolfe Research, LLC Richard Scott Greenfield LightShed Partners, LLC Robert S. Fishman MoffettNathanson LLC Co p yright © 2026 S&P Global Mar k et Intelligence, a division of S&P Global Inc. All Rights reser v ed. spglobal.com/marketintelligence 2

PARAMOUNT SKYDANCE CORPORATION M&A CALL - PRELIMINARY COPY MAR 02, 2026 Presentation ............................................................................................................................. ... .................................... Operator Good morning. My name is Claire, and I'll be the conference ope r ator for tod a y . A t this time, I would li ke to welcome e v er y one to the call to discuss P a r amount's acquisition of W arner Bros. Disc o v er y . [Ope r ator Instructions] I would now li k e to turn the call o v er to K evin Creighton, P a r amount's EVP of Corpo r ate Finance and I n v estor R elations. Y ou m a y now begin y our call. Kevin Creighton EVP of Corporate Finance & Investor Relations Good morning, and thank y ou all for joining us. I know it's special early for those of y ou on the W est Coast. T od a y , we'll be discussing P a r amount's agreement to acquire W arner Bros. Disc ov er y . I'm K evin Creighton, EVP of Corpo r ate Finance, I nv estor R elations. With me tod a y is our Chairman and Chief E x ecuti v e Office r , D a vid Ellison, our Chief St r ategy and Ope r ating Office r , Andy Gordon; and our Chief Financial Office r , Dennis Cinelli. As a reminde r , we will be making for w ard - looking statements tod a y . The for w ard - looking statements include statements concerning a merger agreement between P a r amount and W arner Bros. Disc o v er y, including with respect to the expected timing of the t r ansaction's completion and the effects thereo f . All for w ard - looking statements i nv ol v e known and unknown risks, uncertainties and other factors that are difficult to predict and which m a y cause P a r amount's actual results, performance or achie v ements to be different from a n y future results, performance or achie v ements expressed or implied b y these statements. The slides we'll present will be posted to our website after the call. With that, I'll turn it o v er to D a vid. David Ellison Chairman & CEO Hell o , e v er y one. Thanks for joining us this morning. Before we begin, I did w ant to acknowledge the e v ents ongoing in the Middle East. W e are hopeful for a swift path to peace and our thoughts are with the people in the region as well as with our b r ave servicemen and women in harm's w a y and their families. W e're here tod a y to announce our definiti v e agreement to acquire 100% of W arner Bros. Disc ov er y . W e're pleased we were able to reach this resolution with the WBD Board and management team and belie v e this will be a t r ansformational combination for the industr y , pro - Hollywood, pro - consume r , pro - competition. As y ou kno w , the terms of the agreement are $31 per share in cash, v aluing W arner Brothers Disc o v ery at appr o ximately $81 billion of equi t y v alue and $110 billion of enterprise v alue. This t r ansaction marks a defining moment for both companies, and we are incredibly e x cited about what it means for P a r amount, W arner Bros. Disc o v ery and for the broader industry going for w ard. By uniting our iconic studios, complementary streaming platforms with a global footprint, our cable and linear networks and our world - class I P , we h a v e the opportuni t y to help shape the future and build a nex t - gene r ation media and entertainment compa n y . This has been our goal since d a y 1. This is not about consolidation. It's about rei nv enting the business. W e w ant to expand our reach and enhance our abili ty to create the world's most compelling stories and experiences. And we're incredibly e x cited about this t r ansaction, and it will accele r ate that ambition. With this in mind and to better understand the opportunities ahead, we will now w alk y ou through the t r ansaction and its k ey st r ategic and financial components. Co p yright © 2026 S&P Global Mar k et Intelligence, a division of S&P Global Inc. All Rights reser v ed. spglobal.com/marketintelligence 3

PARAMOUNT SKYDANCE CORPORATION M&A CALL - PRELIMINARY COPY MAR 02, 2026 Let me start b y s a ying, as a producer and lifelong fan of film and television, I firmly belie v e that visual storytelling is one of the most vital art forms that we h a v e, and we s a w this as an ext r aordinary opportuni t y to bring together these 2 legendary companies with a combined 200 - plus y ears of storytelling between them. It isn't just about the legacy of these storied studios. It's about building the next chapter of what stories can be and who they can reach. Ultimatel y , this combination will enable us to better compete in tod a y's r apidly e v olving entertainment mar k etplace where storytelling, combined with world - class technological expertise is essential in driving v alue creation for consumers, creati v es and shareholders. This t r ansaction will deli v er benefits across 3 k ey pillars. First, the combined compa n y will expand the creati v e capabilities of both P a r amount and W arner Bros. Disc ov er y , producing a consistent pipeline of high - quali t y content across its platforms and third - par t y distributors. Our aim is to build on the rich storytelling legacy of both studios to become the premier destination for the industry's leading creati ve v oices and help reali z e their visions. Second, b y bringing P a r amount and W arner Bros. Disc o v ery together and uniting our direc t - to - consumer businesses, we h a v e an opportuni t y to reach more audiences and compete effecti v ely with the leading streaming services. And finall y , with a presence in o v er 200 countries and territories worldwide with our portfolio of cable and free - to - air networks, including CB S , CNN, TB S, TN T , F ood Network, HGT V , MT V , Cartoon Network, Adult S wim and Disc ov ery Channel, we will pr o vide more opportunities for global distribution and local production. Our combined compa n y will be home to ma n y of the greatest, most recognizable and bel o v ed f r anchises in the world, from Harry P otter to T op Gun, Star T rek to Looney T unes, Game of Thrones to Y ellowstone. This represents tremendous opportuni t y , and we fully intend to i n v est in the creati v e engines of both studios, making them the most sough t - after destination for the industry's leading creati v e talent. As we h a v e said consistentl y , we are committed to deli v ering a broad pipeline of high - quali t y storytelling, including 15 theatrical films per y ear per studio for a total of at least 30 films annuall y . W e' v e already demonst r ated our abili t y to increase output with 15 - plus films currently dated for 2026, up from 8 releases in 2025 when P a r amount combined with Sk y dance. A t the same time, W arner Bros. Pictures deli v ered a powerhouse slate last y ear with Superman, Minec r aft and Sinners, propelling the studio fast $4 billion in b o x office. W e' v e also echoed our commitment to a minimum 45 - d a y window globally before films become a v ailable on PVO D . And we will continue to adhere to specific window in regimes in geog r aphies we ope r ate in worldwide. HBO is a crown jewel in this business, h a ving brought to life some of the most powerful stories told ov er gene r ations. And under our ownershi p , they will continue to h av e the resources and independence to do what it does best. A t the same time, we belie v e in licensing our content to other platforms and producing third - par t y content in our television studios, and we are committed to growing our studios and the popular shows they create. D T C growth will be essential to the success of the combined compa n y to enhance competition and deli v er viewers a truly compelling offering we will combine the streaming portfolios of the 2 companies into one stronger platform o v er the coming y ears. Across the 2 platforms, there are ov er 200 million D T C subscribers tod a y in more than 100 countries and territories worldwide, positioning us to compete effecti v ely with the leading streaming services in tod a y's mar k etplace. Our offering is powered b y a complementary portfolio of fan f a v orite series and f r anchises, premium sports and trusted news b r ands. W e are confident that b y coupling these offerings, along with significant i n v estment in technology and inn o v ation, we can pr o vide consumers significant v alue in a compelling and engaging platform. Additionall y , we will continue partnering with third - par t y producers around the world, i n v esting in the most compelling creati v e v oices and empowering them to bring their distincti v e, high - quali t y stories to life. By supporting productions within local mar k ets, we not only strengthened regional creati v e ecosystems, but also deli v er authentic, cultu r all y - resonant storytelling that capti v ates audiences and e x cites our subscribers worldwide. By combining our linear businesses, we will expect to boost cash flo w , dri v e efficiencies and help manage mar k et pressures. The unified platform will offer ad v ertisers more compelling and impactful Co p yright © 2026 S&P Global Mar k et Intelligence, a division of S&P Global Inc. All Rights reser v ed. spglobal.com/marketintelligence 4

PARAMOUNT SKYDANCE CORPORATION M&A CALL - PRELIMINARY COPY MAR 02, 2026 opportunities, including in marquee U . S . and international sports leagues and e v ents li k e the NFL, UFC and internationall y , the home of the Olympics. Our linear portfolio is well di v ersified with a global footprint. And ultimatel y , we belie v e that these assets together will create more v alue for the ecosystem and for shareholders. And as we mentioned previously for P a r amount, we belie v e that ma n y of our linear channels h a v e incredible b r ands that can be rei n vigo r ated for a streaming and digital world. Bottom line, this combination is pro - competition, pro - consumer and pro - creati v e communi t y . W e w ant to gi v e audiences and consumers more of what they w ant and we w ant to enable the industry's leading creati v e talent to do their best work and h a v e it shared with the broadest possible audience globall y . This t r ansaction will ultimately create a stronger Hollywood and global production ecosystem, one that expands consumer choice and unlocks opportunities for creati v e talent. It will deli v er e x ceptional storytelling, powered b y a broad portfolio of IP and bring those stories to audiences in more inn o v ati v e and engaging w a ys through the ad v ances in technolog y . And we're confident that at the same time, it will gene r ate meaningful long - term v alue for shareholders. I will now turn it o v er to Andy to w alk through an ov erview of the t r ansaction. Andrew M. Gordon Former Partner Thank y ou, D a vid. As discussed at the top of the call, P a r amount will acquire 100% of W arner Bros. Disc o v ery for $31 per share in cash, v aluing the compa n y at $81 billion in equi t y v alue and $110 billion in enterprise v alue. The merger has been unanimously appr ov ed b y the Boards of Directors of both companies and its completion is subject to customary closing conditions, including regulatory clea r ances and appr o v al b y the W arner Bros. Disc o v ery shareholders, with the v ote expected in the spring of 2026. The t r ansaction is funded b y $47 billion in a new equi t y i n v estment fully bac k ed b y the Ellison F amily and R edBird Capital P artners. The new equi t y will be priced at $16.02 per share. I'll di v e deeper into that in a moment. The t r ansaction is also bac k ed b y $54 billion in debt commitments from the Bank of America, Citigroup and Apoll o . This includes $39 billion of new debt and then another $15 billion to refinance W arner Bros. Disc o v ery's existing bridge facili t y . The $54 billion e x cludes our $3.5 billion credit facili t y , which is also being bridged b y the same banks. W e expect the pro forma compa n y to h av e appr o ximately $79 billion at closing of net debt, which we'll also di v e into in a few minutes. W e h a v e already funded the $2.8 billion termination fee as of last Frid a y , p a y able to Netflix under W arner Bros. Disc o v ery's prior merger agreement. On the closing timeline, we expect to close in the third quarter of 2026. In the e v ent this is del a y ed, W arner Bros. Disc o v ery shareholders will recei v e $0.25 per share ticking fee for each quarter until closing, starting after September 30, 2026. W e h a v e already made significant progress in securing regulatory clea r ances globally prior to the signing of our merger agreement. In the United States, the w aiting period under the Har t - Scot t - R odino Antitrust Impr o v ements Act has expired, and there is no statutory impediments to close in the United States. We initiated prenotification discussions with the European Commission alread y . And as an example of our progress, Germa n y and Sl o v enia h a v e already gi v en their appr o v al to proceed. W e look for w ard to working with the remaining regulators across the world o v er the coming months. As I mentioned on the prior slide, the Ellison F amily and R edBird Capital P artners will purchase new shares of Class B P a r amount stock issued at a price of $16.02 per share. The terms of this equi t y i n v estment were decided b y a special committee of P a r amount's Board comprised of independent directors who are represented b y independent legal and financial advisers. As part of our capital r aise, existing P a r amount shareholders will h a v e the opportuni t y to participate in a rights offering of Class B P a r amount stock alongside an incremental to the $47 billion of new equi t y i n v estment at the same price and on the same terms. The rights offering is expected to occur near to the closing date and more details will be forthcoming. Co p yright © 2026 S&P Global Mar k et Intelligence, a division of S&P Global Inc. All Rights reser v ed. spglobal.com/marketintelligence 5

PARAMOUNT SKYDANCE CORPORATION M&A CALL - PRELIMINARY COPY MAR 02, 2026 Before we get into the t r ansaction v aluation and our outlook for the business, I w ant to ta k e a minute to gi v e some context on our synergy target. As we' v e said previousl y , we expect to reali z e $6 billion plus in synergies within 3 y ears of closing. A t P a r amount, we're well on our w a y to deli v ering on our t r ansformation, and we are using a similar plan here, though, obviousl y , on a larger scale. It's important to note that the majori t y of our synergy target comes from nonlabor sources. Among the efficiencies we h a v e identified, none of which we expect to include a reduction in production capaci t y, include consolidating our streaming technology stacks and cloud pr o viders, including P+ and HBO Max, realizing global efficiencies in procurement and business services, optimizing the combined real estate footprint and the broader corpo r ate o v erhead, driving efficiencies in mar k eting, optimizing spending on agencies and tooling and also mig r ating the combined compa n y to a single enterprise resource planning, otherwise known as ERP system and combining other IT systems across the compa n y . Again, these are just a few examples of where we belie v e we will find meaningful efficiencies as we unite these sto r age companies, working together as a team to achie v e these results. Finall y , before we m o v e on, I w ant to note that while we expect significant efficiencies and for that $6 billion to ultimately fall to the bottom line, it's important to note that we are positioning the business for i n v estment in growth in addition to reducing debt ov er the near term. Ok a y . So we'll touch briefly on the t r ansaction v aluation and le v e r age outlook. The t r ansaction v alues W arner Bros. Disc o v ery at 7.5x 2026 EBITDA on a fully synergi z ed basis. On the le v e r age side, we expect to h a v e a net deb t - to - EBITDA of 4.3x on a synergi z ed basis at close, inclusi v e of $79 billion of net debt. Based on our pro forma plan, we h a v e a clear path to quickly achieving an appr o ximate 3x le v e r age r atio within 3 y ears of closing, which will position us well with a healt h y balance sheet and i nv estmen t - g r ade credit metrics. T ouching on the sources and uses in the t r ansaction and pro forma capitalization, a few notes. Our capital structure ensures we will hold a minimum of $5 billion in cash on our balance sheet at deal completion and accounts for all the commitments we h a v e made to W arner Bros. Disc ov ery as part of our merger agreement, including the $2.8 billion t r ansaction termination fee already paid to Netflix, refinancing W arner Bros. Disc o v ery's $15 billion bridge loan and rolling o v er $14 billion in additional W arner Bros. Disc o v ery net debt. Now let me turn this o v er to Dennis, who will touch on our pro forma financials and outlook. Dennis K. Cinelli Chief Financial Officer Thanks, And y . W e will quickly touch on the pro forma financials. Amid a fas t - e v olving entertainment landscape this unification will put us in a much stronger financial footing to capitali z e on the growth opportunities ahead. Across both companies, we expect $69 billion in estimated 2026 pro forma re v enue, $18 billion in estimated 2026 EBITDA, which is inclusi v e of 100% of our expected $6 billion plus of synergies. This gi v es us a strong base to dri v e growth and profitabili t y as we rei n v ent the business for the future. I will now touch briefly on our medium - term financial targets. Gi v en the st r ategic le v ers and ope r ating plans D a vid and Andy spo k e t o , we feel confident in the path to w ards these financial targets. Of course, as things progress, we'll gi v e more details on our outlook. But for no w , we w anted to gi v e some visibili t y into how we're thinking about a few of our k ey metrics, specifically re v enue, margins and cash co nv ersion. On the re v enue side, we expect to see mid - single - digit CAGR for the total compa n y re v enue, dri v en by the growth in our direc t - to - consumer and Studio businesses. As for linea r , we are in the business tod a y, and we h a v e ta k en a conser v ati v e approach to the ongoing linear declines ov er the coming y ears. As for margins, while we won't gi v e explicit guidance, we do think the compa n y will be a mid - 20% margin compa n y b y 2030. That reflects disciplined management of linear businesses relati v e to the mar k et trends, continued i n v estment in and growth of our Studios businesses, and the meaningful scaling of streaming alongside increasing profitabili t y . Our synergies will impact our profitabili t y and not simply mask re v enue declines. Co p yright © 2026 S&P Global Mar k et Intelligence, a division of S&P Global Inc. All Rights reser v ed. spglobal.com/marketintelligence 6

PARAMOUNT SKYDANCE CORPORATION M&A CALL - PRELIMINARY COPY MAR 02, 2026 And finall y , as we' v e said ma n y times, as owner ope r ators of this business, we are v ery focused on free cash flow co n v ersion. And our expectation is that we'll see o v er $10 billion in free cash flo w , with appr o ximately 50% free cash flow co n v ersion b y 2030. And continue to close the gap from there. Now let me hand it back to D a vid for some closing thoughts. David Ellison Chairman & CEO Thanks, Dennis. The combination of these 2 iconic companies and their world - class teams represents a unique and thrilling moment for the global media and entertainment industr y. W e're bringing together 2 of the most respected and storied names in Hollywood. And in doing s o , we h a v e the opportuni t y to tell e v en more great stories and share them with a broader global audience, while at the same time, creating long - term v alue for our shareholders, and we couldn't be more e x cited for all that's ahead. And with that, we're e x cited to get into y our questions. Kevin Creighton EVP of Corporate Finance & Investor Relations Thanks, D a vid. Ok a y , ope r ato r , we'll now go ahead and open up the line for questions. Co p yright © 2026 S&P Global Mar k et Intelligence, a division of S&P Global Inc. All Rights reser v ed. spglobal.com/marketintelligence 7

PARAMOUNT SKYDANCE CORPORATION M&A CALL - PRELIMINARY COPY MAR 02, 2026 Question and Answer ............................................................................................................................. ... .................................... Operator [Ope r ator Instructions] Our first question comes from John Hodulik from UB S. John Christopher Hodulik UBS Investment Bank, Research Division Can we just follow up on the comments y ou guys made on D T C talking about coupling the services. A ny color on whether y ou're not -- y ou expect to e v entually combine those 2 services into 1 service and ov er what timef r ame? And then similarl y , y ou tal k ed about the technology harmonization. What are the steps or the timing on sort of getting the entire sort of D T C business on 1 IT platform. David Ellison Chairman & CEO Y es. N o , thank y ou so much for the question. As we said, we do plan to put the 2 services togethe r , which tod a y gi v es us a little o v er 200 million direc t - to - consumer subscribers. W e think that really positions us to compete with the leaders in the space. A t P a r amount, b y middle of this y ea r , we'll h a v e competed -- sorr y, completed the consolidation of our 3 services under one unified stack. And y ou can see us taking a similar approach to basically this platform going for w ard. And we think the combined offering, gi v en the amount of content and what we can do from the tech side, really will put us in a position to be able to compete with the most scaled pl a y ers in D T C. Kevin Creighton EVP of Corporate Finance & Investor Relations Great. Thank y ou. Ope r ato r , next question. Operator Our next question comes from Michael Morris from Guggenheim. Michael C. Morris Guggenheim Securities, LLC, Research Division W anted to ask y ou about the legacy network portfolio that y ou will now control. It's certainly a robust collection of those networks. And so -- and it's pret t y significant portion of y our combined economics, especially on the re v enue side. Can y ou talk a bit about the plan there going for w ard? How do those look in terms of ope r ations? Are there st r ategic things that y ou plan to do to maximi z e the v alue? David Ellison Chairman & CEO Y es. N o , absolutel y . So as we said, I think b y putting basically the combined linear businesses togethe r , it gi v es us an incredible footprint across both content and sports. There's -- it also gi v es us the ope r ational efficiencies we belie v e, to k eep those businesses healthier for significantly longer than they would be on a stand - alone basis, which will be good for jobs, will be good for free cash flo w. And we als o , as the -- and the approach we' v e ta k en in P a r amount, there are incredible b r ands across the combined linear portfolio that we really do belie v e in being able to t r ansition to a digital future and reall y, we can then meet people where they are, right, where if y ou w ant to h a v e the choice to access it on the linear platform, y ou can do that. If y ou w ant to access those b r ands in the streaming ecosystem, y ou can do that and belie v e that the combination of that will ultimately k eep the portfolio healthier and prolong the life for longer than they would as stand - alone businesses. And y , a n ything y ou w ant to add on that? Andrew M. Gordon Co p yright © 2026 S&P Global Mar k et Intelligence, a division of S&P Global Inc. All Rights reser v ed. spglobal.com/marketintelligence 8

PARAMOUNT SKYDANCE CORPORATION M&A CALL - PRELIMINARY COPY MAR 02, 2026 Former Partner Michael, on the question of st r ategic actions contemplated. W e, li k e, at P a r amount, belie v e in the assets we're buying, and there's no plans to di v est or spin off a package of cable assets at this time. And in particula r , we actually think gi v en the b r ands that W arner Bros. is bringing to P a r amount, we h av e a lot of opportunities to think about all the different aspects of what they can d o , both on the linear side and the digital side that D a vid already tal k ed about. So that's our plan right no w. Kevin Creighton EVP of Corporate Finance & Investor Relations Thank y ou, Mi k e. Appreciate it. Ope r ato r , next question, please. Operator Our next question comes from R obert Fishman from [ T owers ]. Robert S. Fishman MoffettNathanson LLC I w ant to kno w , how does W arner Bros. and HBO IP help accele r ate y our growth that y ou wouldn't be able to h a v e achie v ed on y our own, with y our own f r anchises and IP that we started to discuss last week on y our earnings call. And as part of the increased bid since where y ou started the process, I'm just curious how much v alue do y ou ascribe to the W arner Bros. and HBO lib r aries? David Ellison Chairman & CEO Y es. N o . So look, we think that basically the combination of these 2 companies really puts us in a position to be able to compete with all the leading pl a y ers in the space. By bringing these 2 companies togethe r, we h a v e 15,000 basically films and thousands of television episodes. It's an iconic portfolio of f r anchises from Harry P otte r , Lord of the Rings, the DC Uni v erse, Game of Thrones, Mission Impossible, T op Gun, T r ansformers, SpongeBo b , Star T rek, I think is incredibly powerful. The combined D T C platforms is basically 200 million subscribers at close. T o contextuali z e, it's roughly the si z e of Disney rights, obviousl y , competiti v e with Ama z on, competiti v e with Netflix. So we really do think that, that really positions us to be one of the leading competitors in the D T C space and really accele r ates our growth there and achieving scale in D T C. W e' v e tal k ed about it since the beginning of the new P a r amount Sk y dance as one of our primary goals for the business. I think when y ou look at the sports portfoli o , we'll h a v e the NFL, Olympics, UFC, PGA T ou r , all of March Madness, Champions League. It's an incredibly robust basically platform. And we think the combination of that will position us really well for competition. So we do think that there is a significant v alue in putting these 2 businesses togethe r. From a v alue standpoint, our bid w as at $30 a share basically December 4 of last y ea r , we h av e been consistent, and we think we h a v e been offering greater v alue, certain t y and speed to close we only increased our bid from a v alue perspecti v e b y $1 between basically the December 4 date and the deal that we're v ery g r ateful the Board ultimately ended up accepting. And again, our viewpoint is really on building long - term shareholder v alue, and we belie v e that this t r ansaction positions us well to do exactly that. Kevin Creighton EVP of Corporate Finance & Investor Relations Great. Thanks, R obert. Ope r ato r , next question, please. Operator Our next question comes from Rich Greenfield from LightShed P artners. Richard Scott Greenfield Co p yright © 2026 S&P Global Mar k et Intelligence, a division of S&P Global Inc. All Rights reser v ed. spglobal.com/marketintelligence 9

PARAMOUNT SKYDANCE CORPORATION M&A CALL - PRELIMINARY COPY MAR 02, 2026 LightShed Partners, LLC Y ou made a comment about not h a ving interest in selling off a portfolio of cable networks or not doing, I guess, [ of ] V ersant. But I guess as y ou look across the combined portfolios, are there a n y assets that y ou sort of look at and go those are noncore to the compa n y that could be used to reduce le v e r age. And then just a big picture question. As y ou did this huge deal with UFC, I think y ou' v e already had 2 fights or 2 fight nights pl a y out. I'm curious whether y our cont r acts contemplated h a ving W arner Bros. Can y ou use that content across HB O , TNT Sports? What t ype of flexibili t y do y ou h a v e? And m a ybe this is just a good opportuni t y , should we assume that e v en if y ou combine the services, P a r amount+ and HBO Max, will there still be a premium v ersion of HBO that still k eeps sort of a premium le v el status? David Ellison Chairman & CEO Rich, it's a great question. And so for the first part, n o , v ery simpl y , we h a v e no di v estitures planned at this time. So just ta k e that one, that's our answer there. In regards to the UFC, what I would s a y is we did future - proof the deal, so we do h av e the flexibili t y. W e h a v e the abili t y with the UFC to ensure that b y bringing the streaming services togethe r , it can be a v ailable across both platforms. W e h a v e basically flexibili t y to be able to put those on -- some of the fights on both our broadcast network as we're doing in one of the upcoming fights. W e also h a v e flexibili ty to h a v e some of those e v ents on TN T . So I think we do create the -- we h a v e the flexibili t y in that deal to really maximi z e v alue and also really maximi z e reach for our incredible partners at T K O. And look, while we won't get into a n y personnel co nv ersations, I hope understandabl y , Casey and his team do an absolutely remarkable job at HB O . And as we said, we do plan for that to be able to ope r ate with independence so that HBO can candidly do what it does incredibly well. And our viewpoint is HBO should st a y HB O . And they built a phenomenal b r and. They are a leader in the space, and we just w ant them to continue doing more of it. But b y bringing the platforms together all of our content will be able to reach e v en a broader audience than we can do stand - alone. Richard Scott Greenfield LightShed Partners, LLC D a vid, what's y our f a v orite HBO show of all time? David Ellison Chairman & CEO I mean, I s a y , it's hard not to s a y Game of Thrones. Richard Scott Greenfield LightShed Partners, LLC I'll throw in Sop r anos. David Ellison Chairman & CEO Y es, that's good to o . There's a lot, Rich. It's a long list. Richard Scott Greenfield LightShed Partners, LLC I just w anted to know y our f a v orite. That's all. Kevin Creighton EVP of Corporate Finance & Investor Relations Ope r ato r , next question, please? Co p yright © 2026 S&P Global Mar k et Intelligence, a division of S&P Global Inc. All Rights reser v ed. spglobal.com/marketintelligence 10

PARAMOUNT SKYDANCE CORPORATION M&A CALL - PRELIMINARY COPY MAR 02, 2026 Operator Our next question comes from P eter Supino from [ P a r amount ]. Peter Lawler Supino Wolfe Research, LLC It would be e x citing to be at P a r amount right no w . This is P eter Supino from W olfe R esearch. There's a lot [ of hammering ] in the film and TV business about the share of broader consumer attention paid to film and television as a categor y . So m y question is how important is engagement growth to y our team as a metric of success. And if it's important, how do y ou plan to factor that into managing the compa n y and communicating with financial mar k ets about it? David Ellison Chairman & CEO Y es. So I think y ou h a v e to break that question up into a couple of pieces, right? I mean when y ou look at basically the theatrical space, which is something we deepl y , deeply belie v e in, Large f r anchises and big pieces of intellectual proper t y are launched in theaters period. I'll s a y I personally learned this lesson, both of these films I'm incredibly proud of -- in 2022, we basically -- we had the largest theatrical b o x office film. W e were the first or second with T op Gun: M av erick, which became a cultu r al phenomenon, grossed $1.5 billion at the b o x office. And reall y , I think, is something that resonated cultu r ally that y ea r. A t the same time, we released The Adam Project that summer on Netflix, which at the time of its release w as the most successful film in Netflix in the time, previewed incredibly well with audiences but really did h av e a different cultu r al resonance, basicall y , perspecti v e in terms of how films obviously resonate on streaming v ersus what they do theatricall y . It's w h y we said from d a y 1 when we acquired P a r amount that we weren't going to be in the business of making m o vies directly for streaming. W e really belie v e that m o vie should be seen in theaters. And we still belie v e that's one of the most significant places that y ou can really create long - term resident intellectual proper t y. T elevision is a completely different business in that regard. Y ou can obviously pierce the z eitgeist and put huge hits up on the direc t - to - consumer platform. But when it comes to the D T C business, engagement is absolutely k ey to obviously success there. So y ou h a v e to look at what dri v es engagement. It's really more unbelie v able content that the audience w ants to engage in. By combining these incredible, obviousl y, studios and platforms, we're deli v ering the audience more of what they w ant from a content perspecti v e. And then it's also significantly impr o ving the basically tech product to obviously k eep people engaged with that platform for longe r. So engagement is a k ey metric that we're going to look at, and we are going to continue to i n v est in both our -- the incredible content offering that this compa n y will create and produce as well as in a tech product that can really compete with the best that's coming out of Silicon V alley and the industry leaders in the space. Andrew M. Gordon Former Partner Y es. I would just add on sort of what we might -- m a y or m a y not disclose. I think it's too early to sort of h a v e that co n v ersation. I do think that y ou'll see the results ov er the course of the next se v e r al y ears, sort of embody what D a vid just tal k ed about relati v e to engagement and reduction in churn, which y ou'll see in the increase in re v enues from D T C and the expansion margin o v er time. Kevin Creighton EVP of Corporate Finance & Investor Relations All right. Thanks for the question, P ete r . Ope r ato r , we'll go to the next question, please. Operator Our next question comes from Rick Prentiss from R a ymond James. Co p yright © 2026 S&P Global Mar k et Intelligence, a division of S&P Global Inc. All Rights reser v ed. spglobal.com/marketintelligence 11

PARAMOUNT SKYDANCE CORPORATION M&A CALL - PRELIMINARY COPY MAR 02, 2026 Brent Matthew Penter Raymond James & Associates, Inc., Research Division This is Brent P enter on for Rick Prentiss. I just w ant to hit on timing, what precedents are out there t r ansactions m a ybe of this si z e and scope that gi v es y ou the confidence that this deal can close in Q3 '26? And then relatedl y , we h a v e negotiations coming up with writers, actors, directors, a n y impact on the timing of the deal related -- do those negotiations taking place at the same time or vice v ersa, could there be a n y effect on those discussions with the guilds that this deal might h a v e? David Ellison Chairman & CEO So look, in terms of basically our confidence in closing the timeline, we are absolutely confident that we can meet basically timing that we' v e outlined. T o summari z e, as we' v e said, the HSR w aiting period has expired. Obviousl y , domesticall y , which means that there is no reason if we had cleared globally w h y we couldn't close in the U . S . tod a y legall y. W e' v e been engaging with regulators around the world. And the combination does not come close to hitting a n y of the metrics that would be problematic from that standpoint. W e will work incredibly collabo r ati v ely with regulators to ensure that we get a quick path to closing and are confident in our abili t y to achie v e that goal. And in regards to the union negotiations with our ongoing, we do view those as obviously sepa r ate from the speed of the t r ansaction closing. But with that said, we're not going to comment on ongoing negotiations. Operator Our next question comes from D a vid J o y ce from Seaport R esearch P artners. David Carl Joyce Seaport Research Partners I w as wondering about the ar r a y of sports rights in the portfolio on a pro forma basis. H av e a n y of the regulatory bodies around the world expressed a n y concern about that sort of concent r ation? David Ellison Chairman & CEO What I would s a y is there has been none of that expressed to us at this time. And I think if y ou look at peers li k e ESPN and others, y ou won't see a n ything that's obviously further consolidated or out of line with other industry leaders in the space. Andrew M. Gordon Former Partner I would just add on that. There are a number of sports rights that are actually not e x clusi v e to our combined networks that also are distributed across other platforms globall y. Kevin Creighton EVP of Corporate Finance & Investor Relations Thank y ou, D a vid. Appreciate the question this morning. Ope r ato r , next question, please. Operator Our next question comes from C r aig Huber from Huber R esearch P artners. Craig Anthony Huber Huber Research Partners, LLC I thought it w as interesting. Y ou said y ou h a v e no intention here of cutting y our production content spend. M a ybe y ou could touch on that a little bit. And also talk about AI, if y ou would, a little bit, how that comes Co p yright © 2026 S&P Global Mar k et Intelligence, a division of S&P Global Inc. All Rights reser v ed. spglobal.com/marketintelligence 12

PARAMOUNT SKYDANCE CORPORATION M&A CALL - PRELIMINARY COPY MAR 02, 2026 into being here with the 2 combined companies here from a cost efficiency standpoint, but also m a ybe how to help the top line as well. David Ellison Chairman & CEO Y es. N o , absolutel y . As we said, we h a v e no intention to pull back on production. W e obviously intend to ma k e 30 m o vies a y ea r , basically 15 films from P a r amount, 15 films from W arner Bros. Additionall y, when y ou look at the o v e r all landscape, when y ou put these 2 services togethe r , we'll be at 200 million subscribers, the mar k et leader at Netflix is 325 million subscribers based on their last earnings call. So we obviously -- we h a v e all of the economic incenti v es to ma k e sure that we grow this business and are going to i n v est in content to basically achie v e those goals. So from that standpoint, that's really how we're going to ope r ate. In regards to artificial intelligence, I tal k ed about this a little bit on the last earnings call, I do belie v e that it's going to be a t r ansformati ve technology in the space. But first and foremost, we are a content compa n y . W e are a storytelling compa n y, and we really do look at AI as a tool for artists and really w ant to de v elop it basically through that lens. Do I -- I also am somebody who has tremendous optimism about the creati v e unlock in terms of what it can do in the hands of some of the greatest and emerging filmma k ers in the world. But from that standpoint, e v erything we look at will really be as a tool for the artist ne v er as a replacement for storytellers, ne v er as a replacement for filmma k ers really in support of their visions and what they look to achie v e. Dennis, a n ything y ou w ant to add on that? Dennis K. Cinelli Chief Financial Officer Y es. I would just s a y , I mean, we tal k ed about our medium - term goals. And so when y ou think about our ov e r all i n v estment that D a vid has outlined, I think that's contemplated, right? W e expect to see content gro w , help our grow our D T C business, help us grow the Studios business. And then when y ou put that growth plus realizing the synergies we tal k ed about togethe r , that's where we get to the $10 [ billion ] plus annually in free cash flow b y 2030. And so we really think about growing this business and i nv est in this business, as D a vid and Andy outlined. David Ellison Chairman & CEO And last thing I'll add to that, just one of the areas y ou will see us i n v est in this space is really in the engineering talent. As we tal k ed about on our last earnings call, we do plan to 10x the head count in terms of how much we i nv est into that space. which we do think will position us well for really being able to be a dri v er in this categor y . But again, really in support of the creati v e communi t y that we're v ery fortunate to work with e v ery d a y. Bryan D. Kraft Deutsche Bank AG, Research Division Right. Thank y ou, C r aig, for the question. Thank y ou all for joining us this morning. W e'll go ahead and w r ap it here. But if y ou h a v e a n y additional questions, please feel free to reach out to me or Logan, and we'll try and get back to y ou. Operator Thank y ou. This now concludes tod a y's call. Thank y ou all for joining. Y ou m a y now disconnect y our lines. Co p yright © 2026 S&P Global Mar k et Intelligence, a division of S&P Global Inc. All Rights reser v ed. spglobal.com/marketintelligence 13

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Additional Information and Where to Find It

This communication may be deemed to be solicitation material in respect of the proposed acquisition of Warner Bros. Discovery, Inc. (“WBD”) by Paramount Skydance Corporation (“Paramount”). In connection with the proposed transaction, WBD intends to file relevant materials with the Securities and Exchange Commission (the “SEC”), including WBD’s proxy statement in preliminary and definitive form. INVESTORS AND STOCKHOLDERS OF WBD ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING WBD’S PROXY STATEMENT (WHEN IT IS AVAILABLE), BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. Investors and stockholders of WBD are or will be able to obtain these documents (when they are available) free of charge from the SEC’s website at www.sec.gov, or free of charge from WBD under the “SEC Filings” section of WBD’s website at https://ir.wbd.com

 Participants in the Solicitation

Paramount and WBD and certain of their respective directors and executive officers, under SEC rules, may be deemed to be “participants” in the solicitation of proxies from security holders of WBD in connection with the proposed transaction. Information about the directors and executive officers of Paramount is set forth in its Current Reports on Form 8-K filed with the SEC on August 7, 2025, September 16, 2025 and January 14, 2026 and in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026. Information about WBD’s directors and executive officers is available in its definitive proxy statement filed with the SEC on April 23, 2025, under the heading “Proposal 1: Election of Directors,” and in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026, under the heading “Executive Officers of Warner Bros. Discovery, Inc.” To the extent holdings of WBD’s securities by its directors or executive officers has changed since the amounts set forth in such 2025 proxy statement, such changes have been or will be reflected on Initial Statements of Beneficial Ownership of Securities on Form 3 or Statements of Changes of Beneficial Ownership of Securities on Form 4 filed with the SEC. Investors and stockholders of Paramount or WBD are or will be able to obtain these documents free of charge from the SEC’s website at www.sec.gov, from Paramount on Paramount’s website at https://ir.paramount.com/sec-filings/paramount, from WBD on WBD’s website at https://ir.wbd.com or on request from Paramount or WBD, as applicable. Additional information concerning the interests of WBD’s participants in the solicitation, which may, in some cases, be different than those of WBD’s stockholders generally, will be set forth in WBD’s proxy statement relating to the proposed transaction when it becomes available.

Cautionary Note Concerning Forward-Looking Statements

This communication contains “forward-looking statements” regarding the potential acquisition of WBD. The reader is cautioned not to rely on these forward-looking statements. These statements are based on current expectations of future events. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the expectations and projections of Paramount or WBD. Risks and uncertainties include, but are not limited to: the risk that the closing conditions for the acquisition will not be satisfied, including the risk that clearances under applicable antitrust or regulatory laws will not be obtained; uncertainty as to the percentage of WBD stockholders that will vote to approve the proposed transaction at the applicable WBD stockholder meeting; the possibility that the transaction will not be completed in the expected timeframe or at all; potential adverse effects to the businesses of Paramount or WBD during the pendency of the transaction, such as employee departures or distraction of management from business operations; the risk of stockholder litigation relating to the transaction, including resulting expense or delay; the potential that the expected benefits and opportunities of the acquisition, if completed, may not be realized or may take longer to realize than expected; risks related to Paramount’s streaming business; the adverse impact on Paramount’s advertising revenues as a result of changes in consumer behavior, advertising market conditions and deficiencies in audience measurement; risks related to operating in highly competitive and dynamic industries; the unpredictable nature of consumer behavior, as well as evolving technologies and distribution models; risks related to Paramount’s decisions to invest in new businesses, products, services and technologies, and the evolution of Paramount’s business strategy; the potential for loss of carriage or other reduction in, or the impact of negotiations for, the distribution of Paramount’s content; damage to Paramount’s reputation or brands; losses due to asset impairment charges for goodwill, content and long-lived assets, including finite-lived intangible assets; liabilities related to discontinued operations and former businesses; increasing scrutiny of, and evolving expectations for, sustainability initiatives; evolving business continuity, cybersecurity, privacy and data protection and similar risks; challenges in protecting and maintaining Paramount’s intellectual property rights; domestic and global political, economic and regulatory factors affecting Paramount’s businesses generally; the inability to hire or retain key employees or secure creative talent; disruptions to Paramount’s operations as a result of labor disputes; risks and costs associated with the integration of, and Paramount’s ability to integrate, the businesses of Paramount Global and Skydance Media, LLC successfully and to achieve anticipated synergies; litigation relating to the transactions contemplated by the transaction agreement entered into on July 7, 2024, between Paramount Global and Skydance Media, LLC, potentially resulting in substantial costs; volatility in the price of Paramount’s Class B common stock; the effect Paramount’s dual-class capital structure and the concentrated ownership may have on the price of its Class B common stock or business; risks related to a private sale of a controlling interest in Paramount, including that Paramount’s stockholders may not realize any change of control premium on shares of Paramount’s Class B common stock and that Paramount may become subject to the control of a presently unknown third party; risks associated with Paramount’s status as a “controlled company” under Nasdaq rules, including its exemption from certain corporate governance requirements; risks associated with the lack of voting rights of Paramount’s Class B common stock; risks that anti-takeover provisions in Paramount’s amended and restated certificate of incorporation (“Charter”) and amended and restated bylaws, and under Delaware law, could deter, delay, or prevent a change of control; risks that exclusive forum provisions in Paramount’s Charter could limit a stockholder’s choice of forum for certain claims and discourage lawsuits against Paramount’s directors and officers; risks that corporate opportunity provisions in Paramount’s Charter could permit certain persons to pursue competitive opportunities that might otherwise be available to Paramount; and risks associated with Paramount’s holding company structure, including its dependence on distributions from its subsidiaries to meet tax obligations and other cash requirements; A further list and description of these risks, uncertainties and other factors and the general risks associated with the respective businesses of Paramount and WBD can be found in Paramount’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 25, 2026, including in the sections captioned “Cautionary Note Concerning Forward-Looking Statements” and “Item 1A. Risk Factors,” and Paramount’s subsequent filings with the SEC, and WBD’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 27, 2026, including in the section captioned “Item 1A. Risk Factors,” and WBD’s subsequent filings with the SEC. Copies of these filings, as well as subsequent filings, are available online at www.sec.gov, ir.wbd.com or on request from Paramount or WBD. Neither Paramount nor WBD undertakes to update any forward-looking statement as a result of new information or future events or developments, except as required by law.