Warner Bros. Discovery Adopts Fourth Restated Certificate of Incorporation

Warner Bros. Discovery, Inc. has adopted a Fourth Restated Certificate of Incorporation, the company said in a filing with the SEC.

The restated certificate sets the company's authorized capital stock at 1,000 shares, all common stock with a par value of $0.01 per share.

The document states that the corporation's purpose is to engage in any lawful act or activity permitted under Delaware's General Corporation Law. It confirms the company's registered office in Wilmington, Delaware, with Corporation Service Company listed as its registered agent.

Under the restated certificate, the business and affairs of the company are managed by or under the direction of its Board of Directors, which is expressly authorized to adopt, alter or repeal the company's bylaws. Director elections need not be conducted by written ballot unless the bylaws specify otherwise.

The filing includes a provision limiting directors' personal liability for monetary damages for breach of fiduciary duty, with carve-outs for breaches of the duty of loyalty, acts not in good faith, intentional misconduct, matters under Section 174 of the Delaware General Corporation Law, or transactions yielding improper personal benefit.

The certificate also designates the Delaware Court of Chancery as the exclusive forum for derivative actions, breach-of-duty claims, and other internal corporate disputes, with federal district courts serving as the exclusive forum for claims under the Securities Act of 1933, unless the company consents to an alternative forum. The company reserves the right to amend or repeal provisions of the certificate as permitted by Delaware law.

Finazon · prior-day close, indicative (IEX-derived, not the official close) · Oct 5, 2026