Warner Bros. Discovery, Inc.

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The Complaint filed in this action alleges that Defendants made material misstatements in, and omitted material from, the Registration Statement and Prospectus, including that (i) WarnerMedia’s HBO Max streaming business had a high churn rate that made the business not “viable” unless the churn rate was reversed, (ii) AT&T was overinvesting in WarnerMedia entertainment content for streaming, without sufficient concern for return on investments, (iii) WarnerMedia had a business model to grow the number of subscribers to its streaming service without regard to cost or profitability, (iv) WarnerMedia was improvidently concentrating its investments in streaming and ignoring its other business lines, and (v) WarnerMedia had overstated the number of subscribers to HBO Max by as many as 10 million subscribers, by including as subscribers AT&T customers who had received bundled access to HBO Max, but had not signed onto the service.

From April 11, 2022, the first trading day after completion of the Merger, to the date prior to filing of the Complaint (September 23, 2022), WBD’s market price fell by 52.4%, from $24.78 to $11.79 per share, as the market became aware of the foregoing misrepresented and omitted facts.