Director and Committee Independence

• 12 of 13 directors are independent
• Board Committees - Audit, Compensation, Nominating and Corporate Governance - fully independent
• Independent directors meet at least twice a year in executive session

Board Accountability and Leadership

• Annual election of directors
• Independent Board Chair
• Annual Board and Committee evaluation process

Board Refreshment

• Balance of new and experienced directors, with tenure of independent directors, including our director nominee, averaging 4 years (as of June 2, 2025)
• Added 11 new independent directors since 2022

Stockholder Rights

• Single class of common stock with one vote per share
• No stockholder rights plan or “poison pill”
• No Supermajority provisions
• Stockholders have the right to call a special meeting

Risk Mitigation

• Comprehensive Clawback Policy for cash and equity incentives triggered by financial statement restatements resulting from fraud or intentional misconduct
• Robust stock ownership guidelines for directors and executive officers
• Insider Trading Policy covers directors, officers and all employees

Political Contributions

We do not contribute corporate funds to candidates for federal offices.  Any monetary or other contributions by a Warner Bros. Discovery officer, director, or employee to such candidates or organizations must be made solely in the donor’s personal capacity. Under no circumstances will such contributions be reimbursed by Warner Bros. Discovery, any of its subsidiaries or affiliates, or any other individual.

As permitted by applicable law, we may contribute corporate funds to state and local political parties, candidates for state and local offices, and organizations that promote or oppose such candidates or state and local ballot initiatives. No state or local contributions may be made by the Company without prior written approval of the Executive Vice President of Public Policy and Corporate/Government Affairs. In addition, no single contribution above $1,000 may be made without prior written approval from the General Counsel.

All corporate contributions are made based on corporate objectives and public policy priorities and not on the basis of the partisan affiliation of the candidate or organization. Information on our political contribution activity for the period from January 1, 2024 through December 31, 2024 is available here.

Political Action Committee

In accordance with regulations of the U.S. Federal Election Commission (“FEC”), we maintain the Discovery Communications, LLC PAC (the “WBD PAC”), a federal political action committee which accepts voluntary contributions from employees and, in turn, makes contributions to candidates for federal office.  Contributions from the WBD PAC to candidates are generally split between candidates for the two major parties over the course of an election cycle but are otherwise allocated based on our Company’s objectives and policy priorities and not on the basis of the partisan affiliation of the candidate or organization.

Details on contributions made by the WBD PAC can be found on the FEC website (www.fec.gov).

Trade Associations

Warner Bros. Discovery belongs to a number of U.S. trade associations for various business-related reasons, such as networking with peer firms and helping develop industry best practices. While we pay membership dues, we do not control how such dues are spent, and we may not agree with the position or decision an organization takes on a given matter. Information on our 2024 memberships is available here.

Lobbying Activity

The Company employs, and occasionally contracts for, lobbying services to address issues of interest to the Company. These activities are conducted in compliance with all legal requirements. We report our lobbying activity related to the federal government of the United States, as required by law, to the Secretary of the Senate and to the Office of the Clerk of the House of Representatives. These reports are available on the websites of those entities. We also disclose state-based lobbying activities to the relevant agencies.

Related Policies

The Company operates under several other policies, which may be related to or applied to political activity in certain circumstances. These include our Code of Ethics, Anti-Bribery Anti-Corruption Policy, Travel and Business Expense Policy, Gifts and Entertainment Policy, among others.