Form 8-K

8-K — Warner Music Group Corp.

Accession: 0001319161-26-000021

Filed: 2026-05-07

Period: 2026-05-07

CIK: 0001319161

SIC: 7900 (SERVICES-AMUSEMENT & RECREATION SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — wmg-20260507.htm (Primary)

EX-99.1 (q22026ex991.htm)

GRAPHIC (wmg_logoxbluexrgb.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2026

Warner Music Group Corp.

(Exact name of Registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-32502

(Commission

File Number)

13-4271875

(I.R.S. Employer

Identification No.)

1633 Broadway,

New York, NY

(Address of principal executive offices)

10019

(Zip Code)

Registrant’s telephone number, including area code: (212) 275-2000

____________________________________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Class A Common Stock, $0.001 par value per share WMG The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

On May 7, 2026, Warner Music Group Corp. (“the Company”) issued an earnings release announcing its results for the quarter ended March 31, 2026, which is furnished as Exhibit 99.1 hereto.

This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference to such filing.

ITEM 8.01. OTHER EVENTS.

On May 7, 2026, the Company also announced in the earnings release furnished as Exhibit 99.1 hereto that its Board of Directors declared a regular quarterly cash dividend of $0.19 per share on the Company’s Class A Common Stock and Class B Common Stock. The dividend is payable on June 2, 2026, to stockholders of record as of the close of business on May 26, 2026.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

Exhibit No. Description

99.1

Earnings release issued by Warner Music Group Corp. on February 5, 2026.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WARNER MUSIC GROUP CORP.

Date: May 7, 2026 By: /s/ Armin Zerza

Armin Zerza

Executive Vice President and Chief Financial Officer

EX-99.1

Filename: q22026ex991.htm · Sequence: 2

Document

WARNER MUSIC GROUP CORP. REPORTS RESULTS FOR FISCAL SECOND QUARTER ENDED MARCH 31, 2026

Financial Highlights

•Double-Digit Revenue Growth Underpinned by Strong Operating Performance across Recorded Music and Music Publishing

•Acceleration in Recorded Music Streaming Growth Driven by Per Subscriber Minimum Increases and Continued Market Share Gains

•Robust Margin Expansion Supported by Operating Performance and Cost-Savings Delivery; High End of 150-200 Basis Points Full-Year Margin Expansion Guidance Expected

•Joint Venture with Bain Acquired $650 million in Recorded Music and Music Publishing Catalogs

For the three months ended March 31, 2026

•Total revenue increased 17%, or 12% in constant currency

•Net income was $181 million compared to $36 million in the prior-year quarter

•Operating income increased 57% to $264 million versus $168 million in the prior-year quarter

•Adjusted OIBDA increased 31% to $397 million versus $303 million in the prior-year quarter, or 24% in constant currency

•Earnings per share was $0.35 compared to $0.07 in the prior-year quarter

•Adjusted earnings per share was $0.44 compared to $0.32 in the prior-year quarter

•Cash provided by operating activities increased to $126 million versus $69 million in the prior-year quarter

NEW YORK, New York, May 7, 2026—Warner Music Group Corp. today announced its second-quarter financial results for the period ended March 31, 2026.

“Our Q2 results demonstrate the powerful combination of creative and operational success, as well as financial discipline, providing clear evidence that our strategic transformation is working,” said Robert Kyncl, CEO, Warner Music Group. “Anchored by our 3 strategic pillars to grow share, increase the value of music, and improve efficiency and effectiveness, our momentum is building and we are well-positioned to continue delivering long-term value for our artists, songwriters, and shareholders.”

"For the fourth consecutive quarter, we have delivered on our sustainable growth model, accelerating core growth, margin expansion, and cash flow productivity," said Armin Zerza, CFO, Warner Music Group. "Behind a profitable growth engine that pairs disciplined capital allocation and rigorous cost management with industry-leading creative and AI initiatives, we are well-positioned to create significant long-term value for our shareholders.”

Total WMG

Total WMG Summary Results

(dollars in millions)

For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 % Change For the Six Months Ended March 31, 2026 For the Six Months Ended March 31, 2025 % Change

(unaudited) (unaudited) (unaudited) (unaudited)

Revenue $ 1,732 $ 1,484 17 % $ 3,572 $ 3,150 13 %

Recorded Music revenue 1,380 1,175 17 % 2,860 2,520 13 %

Music Publishing revenue 353 310 14 % 715 633 13 %

Operating income 264 168 57 % 552 382 45 %

Adjusted OIBDA(1)

397 303 31 % 860 666 29 %

Net income 181 36 — % 356 277 29 %

Net cash provided by operating activities 126 69 83 % 566 401 41 %

Free Cash Flow 99 33 — % 519 329 58 %

(1) See "Supplemental Disclosures Regarding Non-GAAP Financial Measures" at the end of this release for details regarding this measure.

Revenue was up 16.7% (or 12.1% in constant currency). Recorded Music revenue comparisons were impacted by a digital revenue settlement of $11 million in the prior-year quarter (the “DSP True-Up and Settlement Payments”). Consistent with prior quarters, Recorded Music revenue growth was also unfavorably impacted by the termination of the distribution agreement with BMG (the “BMG Termination”), which resulted in $6 million less Recorded Music digital revenue compared to the prior-year quarter. Excluding these items, total revenue increased 18.1% (or 13.4% in constant currency).

Digital revenue was up 16.7% (or 12.3% in constant currency) and streaming revenue was up 17.1% (or 12.9% in constant currency). Recorded Music streaming revenue increased 16.5% (or 12.1% in constant currency); however, adjusted for the $11 million impact of the DSP True-Up and Settlement Payments and the $6 million impact of the BMG Termination, Recorded Music streaming revenue was up 18.9% (or 14.4% in constant currency). Music Publishing streaming revenue increased 20.0% (or 16.2% in constant currency). The increase in total revenue was also driven by higher Recorded Music artist services and expanded-rights and physical revenue, and growth across Music Publishing performance, synchronization and mechanical revenue, partially offset by slightly lower Recorded Music licensing revenue.

Operating income increased 57.1% (or 45.1% in constant currency) to $264 million from $168 million in the prior-year quarter primarily due to the factors affecting Adjusted OIBDA discussed below, as well as a decrease in restructuring and impairment charges of $7 million, partially offset by higher amortization expense of $10 million.

Adjusted OIBDA increased 31.0% (or 24.5% in constant currency) to $397 million from $303 million and Adjusted OIBDA margin increased 2.5 percentage points to 22.9% from 20.4% in the prior-year quarter (or 2.3 percentage points from 20.6% in constant currency). The increases include the $7 million impact of the DSP True-Up and Settlement Payments and the $1 million impact of the BMG Termination. Excluding these items, Adjusted OIBDA increased 34.6% (or 27.7% in constant currency) and Adjusted OIBDA margin increased 2.8 percentage points to 22.9% from 20.1% (or 2.5 percentage points from 20.4% in constant currency). The increases in Adjusted OIBDA and Adjusted OIBDA margin were primarily driven by revenue mix and savings from the Company’s restructuring plans, a portion of which has been reinvested into the Company’s business, partially offset by unfavorable movements in foreign currency exchange rates of approximately $13 million.

Net income was $181 million compared to $36 million in the prior-year quarter. The increase in net income was due to the impact of exchange rates on the Company’s Euro-denominated debt resulting in a $22 million gain in the quarter compared to a $34 million loss in the prior-year quarter and a currency exchange gain on intercompany loans of $12 million in the quarter compared to a $27 million loss in the prior-year quarter. The prior-year quarter also includes realized and unrealized losses on hedging activity of $6 million. The increase in net income was partially offset by a $44 million increase in income tax expense, primarily due to an increase in pre-tax income in the quarter and a taxable gain on contribution to the Company’s joint venture with Bain Capital (the “Beethoven JV”). These changes were partially offset by the tax benefit associated with partial release of valuation allowance on EMP.

Basic earnings per share was $0.35 for both the Class A and Class B shareholders due to the net income attributable to the Company in the quarter of $181 million. Diluted earnings per share was $0.34 for both the Class A and Class B shareholders due to the net income attributable to the Company in the quarter of $181 million.

As of March 31, 2026, the Company reported a cash balance of $741 million, total debt of $4.719 billion and net debt (defined as total debt, net of deferred financing costs, premiums and discounts, minus cash and equivalents) of $3.978 billion. Total debt includes $303 million of subsidiary debt acquired in the Company’s acquisition of Tempo Music Holdings, LLC (“Tempo Music”) and $370 million in loans outstanding under the Beethoven JV. This debt is secured only by certain music rights owned by Tempo Music and the Beethoven JV, respectively, and is nonrecourse to the Company and its subsidiaries, other than Tempo Music and the Beethoven JV, respectively.

Cash provided by operating activities increased 83% to $126 million in the quarter compared to $69 million in the prior-year quarter. The increase was largely a result of strong operating performance. Free Cash Flow, as defined below, increased to $99 million from $33 million in the prior-year quarter, primarily due to the factors affecting cash provided by operating activities described above and due to a decrease in capital expenditures of 25% to $27 million from $36 million in the prior-year quarter, driven by higher investments in technology in the prior-year quarter.

Recorded Music

Recorded Music Summary Results

(dollars in millions)

For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 % Change For the Six Months Ended March 31, 2026 For the Six Months Ended March 31, 2025 % Change

(unaudited) (unaudited) (unaudited) (unaudited)

Revenue $ 1,380 $ 1,175 17 % $ 2,860 $ 2,520 13 %

Operating income 288 203 42 % 617 441 40 %

Adjusted OIBDA(1)

346 270 28 % 749 593 26 %

(1) See "Supplemental Disclosures Regarding Non-GAAP Financial Measures" at the end of this release for details regarding this measure.

Recorded Music Revenue

(dollars in millions)

For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 For the Three Months Ended March 31, 2025 For the Six Months Ended March 31, 2026 For the Six Months Ended March 31, 2025 For the Six Months Ended March 31, 2025

As reported As reported Constant As reported As reported Constant

(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

Digital $ 975 $ 841 $ 875 $ 1,951 $ 1,714 $ 1,774

Physical 137 112 116 289 278 287

Total Digital and Physical 1,112 953 991 2,240 1,992 2,061

Artist services and expanded-rights 164 117 123 395 313 328

Licensing 104 105 111 225 215 224

Total Recorded Music $ 1,380 $ 1,175 $ 1,225 $ 2,860 $ 2,520 $ 2,613

Recorded Music revenue was up 17.4% (or 12.7% in constant currency) driven by increases across digital, artist services and expanded-rights and physical revenue, partially offset by a slight decrease in licensing revenue. Excluding the $11 million impact of the DSP True-Up and Settlement Payments and the $6 million impact of the BMG Termination, Recorded Music revenue was up 19.2% (or 14.2% in constant currency). Digital revenue was up 15.9% (or 11.4% in constant currency) and streaming revenue was up 16.5% (or 12.1% in constant currency). Adjusted for the $11 million impact of the DSP True-Up and Settlement Payments and the $6 million impact of the BMG Termination, Recorded Music digital revenue was up 18.3% (or 13.6% in constant currency) and streaming revenue was up 18.9% (or 14.4% in constant currency). Streaming revenue reflects growth in subscription revenue of 18.0% (or 12.7% in constant currency) and in ad-supported revenue of 11.8% (or 10.2% in constant currency). Subscription revenue, adjusted for the $11 million impact of the DSP True-Up and Settlement Payments and the $4 million impact of the BMG Termination, was up 20.9% (or 15.4% in constant currency). Ad-supported revenue, adjusted for the $2 million impact of the BMG Termination, was up 12.9% (or 11.3% in constant currency). The increase in subscription revenue reflects positive market share trends and a favorable comparison against a softer prior-year quarter. The increase in ad-supported revenue reflects a strong overall ad environment in the quarter. Artist services and expanded-rights revenue was up 40.2% (or 33.3% in constant currency) due to higher concert promotion revenue primarily in France and higher merchandising revenue. Physical revenue increased 22.3% (or 18.1% in constant currency) primarily driven by strong releases in the quarter as well as catalog and carryover success. Licensing revenue decreased 1.0% (or 6.3% in constant currency). Top sellers in the quarter included Bruno Mars, Alex Warren, sombr, Ed Sheeran and Melanie Martinez.

Recorded Music operating income increased 41.9% (or 34.6% in constant currency) to $288 million from $203 million in the prior-year quarter, and operating margin was up 3.6 percentage points to 20.9% versus 17.3% in the prior-year quarter (or up 3.4 percentage points from 17.5% in constant currency). The increase in operating income and operating income margin was driven by the factors affecting Adjusted OIBDA discussed below, as well as decreases in restructuring and impairment charges of $7 million and depreciation expense of $3 million, partially offset by higher amortization expense of $4 million attributable to acquisitions.

Adjusted OIBDA increased 28.1% (or 22.3% in constant currency) to $346 million from $270 million and Adjusted OIBDA margin increased 2.1 percentage points to 25.1% from 23.0% in the prior-year quarter (or increased 2.0 percentage points from 23.1% in constant currency). The increases include the $7 million impact of the DSP True-Up and Settlement Payments and the $1 million impact of the BMG Termination. Excluding these items, Adjusted OIBDA increased 32.1% (or 25.8% in constant currency) and Adjusted OIBDA margin increased 2.5 percentage points to 25.1% from 22.6% (or 2.3 percentage points from 22.8% in constant currency). The increases in Adjusted OIBDA and Adjusted OIBDA margin were primarily driven by revenue mix and savings from the Company’s restructuring plans, of which a portion has been reinvested in the Company’s business, partially offset by unfavorable movements in foreign currency exchange rates of approximately $9 million.

Music Publishing

Music Publishing Summary Results

(dollars in millions)

For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 % Change For the Six Months Ended March 31, 2026 For the Six Months Ended March 31, 2025 % Change

(unaudited) (unaudited) (unaudited) (unaudited)

Revenue $ 353 $ 310 14 % $ 715 $ 633 13 %

Operating income 61 52 17 % 126 107 18 %

Adjusted OIBDA(1)

97 85 14 % 199 168 18 %

(1) See "Supplemental Disclosures Regarding Non-GAAP Financial Measures" at the end of this release for details regarding this measure.

Music Publishing Revenue

(dollars in millions)

As reported As reported Constant As reported As reported Constant

(unaudited) (unaudited) (unaudited) (unaudited) (unaudited) (unaudited)

Performance $ 58 $ 53 $ 56 $ 122 $ 109 $ 114

Digital 224 188 194 439 395 406

Mechanical 17 16 16 35 30 31

Synchronization 50 49 51 110 88 90

Other 4 4 5 9 11 12

Total Music Publishing $ 353 $ 310 $ 322 $ 715 $ 633 $ 653

Music Publishing revenue was up 13.9% (or 9.6% in constant currency) driven by growth across digital, performance, synchronization and mechanical revenue. Digital revenue increased 19.1% (or 15.5% in constant currency) and streaming revenue increased 20.0% (or 16.2% in constant currency) driven by the impact of new deals and renewals and continued market growth. Performance revenue increased 9.4% (or 3.6% in constant currency) attributable to higher touring and live events activity primarily in Europe. Synchronization revenue increased 2.0% (or decreased 2.0% in constant currency) and mechanical revenue increased 6.3% (the same in constant currency) driven by the timing of distributions.

Music Publishing operating income was up 17.3% (or 10.9% in constant currency) to $61 million from $52 million in the prior-year quarter and operating margin increased 0.5 percentage points to 17.3% from 16.8% in the prior-year quarter (or 0.2 percentage points from 17.1% in constant currency). The increases in operating income and operating margin were driven by the same factors affecting Adjusted OIBDA discussed below, partially offset by an increase in amortization expense of $6 million in the quarter related to the impact of acquisitions.

Music Publishing Adjusted OIBDA increased 14.1% (or 10.2% in constant currency) to $97 million from $85 million in the prior-year quarter. Adjusted OIBDA margin increased 0.1 percentage point to 27.5% from 27.4% in the prior-year quarter (or 0.2 percentage points from 27.3% in constant currency). The increase in Adjusted OIBDA was primarily driven by revenue growth and strong operating performance, as well as savings from the Company’s restructuring plans, of which a portion has been reinvested in the Company’s business, partially offset by unfavorable movements in foreign currency exchange rates of approximately $4 million. The increase in Adjusted OIBDA margin was primarily driven by revenue mix.

Recent Announcements

In addition, the Company also announced today that its Board of Directors declared a regular quarterly cash dividend of $0.19 per share on the Company’s Class A Common Stock and Class B Common Stock. The dividend is payable on June 2, 2026, to stockholders of record as of the close of business on May 26, 2026.

Financial details for the quarter can be found in the Company’s current Quarterly Report on Form 10-Q for the period ended March 31, 2026, which will be filed this afternoon with the Securities and Exchange Commission.

This afternoon, management will be hosting a conference call to discuss the results at 4:30 P.M. EST. The call will be webcast on www.wmg.com.

About Warner Music Group

With a legacy extending back over 200 years, Warner Music Group today is home to an unparalleled family of creative artists, songwriters, and companies that are moving culture across the globe. At the core of WMG’s Recorded Music division are four of the most iconic companies in history: Atlantic, Elektra, Parlophone and Warner Records. They are joined by renowned labels such as TenThousand Projects, 300 Entertainment, Asylum, Big Beat, Canvasback, East West, Erato, FFRR, Fueled by Ramen, Nonesuch, Reprise, Rhino, Roadrunner, Sire, Spinnin’ Records, Warner Classics and Warner Records Nashville. Warner Chappell Music - which traces its origins back to the founding of Chappell & Company in 1811 - is one of the world's leading music publishers, with a catalog of more than one million copyrights spanning every musical genre from the standards of the Great American Songbook to the biggest hits of the 21st century.

"Safe Harbor" Statement under Private Securities Litigation Reform Act of 1995

This communication includes forward-looking statements that reflect the current views of Warner Music Group about future events and financial performance. Words such as "estimates," "expects," "anticipates," "projects," "plans," "intends," "believes," "forecasts" and variations of such words or similar expressions that predict or indicate future events or trends, or that do not relate to historical matters, identify forward-looking statements. All forward-looking statements are made as of today, and we disclaim any duty to update such statements. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them. However, we cannot assure you that management's expectations, beliefs and projections will result or be achieved. Investors should not rely on forward-looking statements because they are subject to a variety of risks, uncertainties, and other factors that could cause actual results to differ materially from our expectations. Please refer to our Form 10-K, Form 10-Qs and our other filings with the U.S. Securities and Exchange Commission concerning factors that could cause actual results to differ materially from those described in our forward-looking statements.

We maintain an Internet site at www.wmg.com. We use our website as a channel of distribution for material company information. Financial and other material information regarding Warner Music Group is routinely posted on and accessible at http://investors.wmg.com. In addition, you may automatically receive email alerts and other information about Warner Music Group by enrolling your email address through the “email alerts” section at http://investors.wmg.com. Our website and the information posted on it or connected to it shall not be deemed to be incorporated by reference into this communication.

Figure 1. Warner Music Group Corp. - Condensed Consolidated Statements of Operations, Three Months Ended March 31, 2026 versus March 31, 2025

(dollars in millions)

For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 % Change

(unaudited) (unaudited)

Revenue $ 1,732 $ 1,484 17 %

Cost and expenses:

Cost of revenue (930) (791) 18 %

Selling, general and administrative expenses (460) (450) 2 %

Restructuring and impairments (6) (13) -54 %

Amortization expense (72) (62) 16 %

Total costs and expenses $ (1,468) $ (1,316) 12 %

Operating income $ 264 $ 168 57 %

Loss on extinguishment of debt (7) — — %

Interest expense, net (41) (39) 5 %

Other income (expense), net 38 (64) — %

Income before income taxes $ 254 $ 65 — %

Income tax expense (73) (29) — %

Net income $ 181 $ 36 — %

Less: (Income) loss attributable to noncontrolling interest 2 — — %

Net income attributable to Warner Music Group Corp.

$ 183 $ 36 — %

Net income per share attributable to common stockholders:

Class A – Basic $ 0.35 $ 0.07

Class A – Diluted $ 0.34 $ 0.07

Class B – Basic $ 0.35 $ 0.07

Class B – Diluted $ 0.34 $ 0.07

For the Six Months Ended March 31, 2026 For the Six Months Ended March 31, 2025 % Change

(unaudited) (unaudited)

Revenue $ 3,572 $ 3,150 13 %

Cost and expenses:

Cost of revenue (1,917) (1,685) 14 %

Selling, general and administrative expenses (918) (924) -1 %

Restructuring and impairments (40) (40) — %

Amortization expense (140) (119) 18 %

Total costs and expenses $ (3,015) $ (2,768) 9 %

Net gain on divestiture (5) — — %

Operating income $ 552 $ 382 45 %

Loss on extinguishment of debt (7) — — %

Interest expense, net (86) (76) 13 %

Other income, net 41 89 -54 %

Income before income taxes $ 500 $ 395 27 %

Income tax expense (144) (118) 22 %

Net income $ 356 $ 277 29 %

Less: Income attributable to noncontrolling interest 3 (5) — %

Net income attributable to Warner Music Group Corp. $ 359 $ 272 32 %

Net income per share attributable to common stockholders:

Class A – Basic $ 0.68 $ 0.52

Class A – Diluted $ 0.67 $ 0.52

Class B – Basic $ 0.68 $ 0.52

Class B – Diluted $ 0.67 $ 0.52

Figure 2. Warner Music Group Corp. - Condensed Consolidated Balance Sheets at March 31, 2026 versus September 30, 2025

(dollars in millions)

March 31, 2026 September 30, 2025 % Change

(unaudited)

Assets

Current assets:

Cash and equivalents $ 741 $ 532 39 %

Accounts receivable, net 1,505 1,340 12 %

Inventories 65 62 5 %

Royalty advances expected to be recouped within one year 649 581 12 %

Assets held for sale

68 89 -24 %

Prepaid and other current assets 192 166 16 %

Total current assets $ 3,220 $ 2,770 16 %

Royalty advances expected to be recouped after one year 1,082 1,079 — %

Property, plant and equipment, net 414 441 -6 %

Operating lease right-of-use assets, net 168 189 -11 %

Goodwill 2,054 2,061 — %

Intangible assets subject to amortization, net 3,101 2,725 14 %

Intangible assets not subject to amortization 153 154 -1 %

Deferred tax assets, net 90 111 -19 %

Other assets 330 299 10 %

Total assets $ 10,612 $ 9,829 8 %

Liabilities, Redeemable Noncontrolling Interest and Equity

Current liabilities:

Accounts payable $ 452 $ 257 76 %

Accrued royalties 2,834 2,740 3 %

Accrued liabilities 468 666 -30 %

Accrued interest 27 31 -13 %

Operating lease liabilities, current 48 43 12 %

Deferred revenue 451 286 58 %

Liabilities held for sale

38 49 -22 %

Other current liabilities 103 129 -20 %

Total current liabilities $ 4,421 $ 4,201 5 %

Acquisition Corp. long-term debt 4,046 4,063 — %

Other long-term debt 673 302 — %

Operating lease liabilities, noncurrent 174 200 -13 %

Deferred tax liabilities, net 180 164 10 %

Other noncurrent liabilities 146 142 3 %

Total liabilities $ 9,640 $ 9,072 6 %

Redeemable noncontrolling interests

133 — — %

Equity:

Class A common stock $ — $ — — %

Class B common stock 1 1 — %

Additional paid-in capital 2,134 2,166 -1 %

Accumulated deficit (1,172) (1,331) -12 %

Accumulated other comprehensive loss, net (225) (189) 19 %

Total Warner Music Group Corp. equity $ 738 $ 647 14 %

Noncontrolling interest 101 110 -8 %

Total equity 839 757 11 %

Total liabilities, redeemable noncontrolling interest and equity $ 10,612 $ 9,829 8 %

Figure 3. Warner Music Group Corp. - Summarized Statements of Cash Flows, Three Months Ended March 31, 2026 versus March 31, 2025

(dollars in millions)

For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025

(unaudited) (unaudited)

Net cash provided by operating activities $ 126 $ 69

Net cash used in investing activities (471) (121)

Net cash provided by (used in) financing activities 328 (121)

Effect of foreign currency exchange rates on cash and equivalents (5) 8

Cash balances classified as assets held for sale 12 $ —

Net decrease in cash and equivalents $ (10) $ (165)

Figure 4. Warner Music Group Corp. - Digital Revenue Summary, Three Months Ended March 31, 2026 versus March 31, 2025

(dollars in millions)

For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 % Change

(unaudited) (unaudited)

Recorded Music

Subscription $ 734 $ 622 18 %

Ad-Supported 227 203 12 %

Streaming $ 961 $ 825 16 %

Downloads and Other Digital 14 16 -13 %

Total Recorded Music Digital Revenue $ 975 $ 841 16 %

Music Publishing

Streaming $ 222 $ 185 20 %

Downloads and Other Digital 2 3 -33 %

Total Music Publishing Digital Revenue $ 224 $ 188 19 %

Consolidated

Streaming $ 1,183 $ 1,010 17 %

Downloads and Other Digital 16 19 -16 %

Intersegment Eliminations — (2) — %

Total Digital Revenue $ 1,199 $ 1,027 17 %

Supplemental Disclosures Regarding Non-GAAP Financial Measures

We evaluate our operating performance based on several factors, including the following non-GAAP financial measures:

Adjusted OIBDA

We allocate resources and evaluate performance based on several factors, including Adjusted OIBDA. We define Adjusted OIBDA as operating income (loss) adjusted to exclude the following items: (i) non-cash depreciation of tangible assets, (ii) non-cash amortization of intangible assets, (iii) non-cash stock-based compensation and other related expenses, (iv) gains or losses on divestitures, (v) expenses related to restructuring and transformation initiatives, which includes costs associated with the Company’s financial transformation initiative to design and implement new information technology and upgrade our finance infrastructure, and (vi) executive transition costs. Items excluded are not viewed to contribute directly to management’s evaluation of operating results. We consider Adjusted OIBDA to be an important indicator of the operational strengths and performance of our businesses. However, a limitation of the use of Adjusted OIBDA as a performance measure is that it does not reflect the periodic costs of certain capitalized tangible and intangible assets used in generating revenues in our businesses. Accordingly, Adjusted OIBDA should be considered in addition to, not as a substitute for, operating income (loss), net income (loss) attributable to Warner Music Group Corp. and other

measures of financial performance reported in accordance with United States generally accepted accounting principles (“U.S. GAAP”). In addition, our definition of Adjusted OIBDA may differ from similarly titled measures used by other companies.

Adjusted Net Income and Adjusted EPS

We define Adjusted Net Income as net income (loss) attributable to Warner Music Group Corp. adjusted to exclude the following items: (i) non-cash amortization of intangible assets, (ii) expenses related to restructuring and transformation initiatives, which includes costs associated with the Company’s financial transformation initiative to design and implement new information technology and upgrade our finance infrastructure, (iii) gains or losses on divestitures, (iv) non-cash stock-based compensation, (v) loss on extinguishment of debt, and (vi) other (income) expenses. These exclusions are then further adjusted to account for tax effects. Adjusted Net Income should be considered in addition to, not as a substitute for, net income (loss) attributable to Warner Music Group Corp. and other measures of financial performance reported in accordance with U.S. GAAP. We use Adjusted Net Income to calculate Adjusted Earnings (Loss) Per Share (“EPS”), which we define as Adjusted Net Income divided by the basic weighted-average shares outstanding for the period. Our definition of Adjusted Net Income and Adjusted EPS may differ from similarly titled measures used by other companies.

Figure 5. Warner Music Group Corp. - Reconciliation of Net Income to Adjusted OIBDA, Three Months Ended March 31, 2026 versus March 31, 2025

(dollars in millions)

For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 % Change

(unaudited) (unaudited)

Net income attributable to Warner Music Group Corp.

$ 183 $ 36 — %

Income attributable to noncontrolling interest (2) — — %

Net income $ 181 $ 36 — %

Income tax expense 73 29 — %

Income including income taxes $ 254 $ 65 — %

Other (income) expense, net (38) 64 — %

Interest expense, net 41 39 5 %

Loss on extinguishment of debt 7 — — %

Operating income $ 264 $ 168 57 %

Amortization expense 72 62 16 %

Depreciation expense 31 28 11 %

Restructuring and impairments 6 13 -54 %

Transformation initiative costs 12 18 -33 %

Non-cash stock-based compensation and other related costs 12 14 -14 %

Adjusted OIBDA $ 397 $ 303 31 %

Operating income margin 15.2 % 11.3 %

Adjusted OIBDA margin 22.9 % 20.4 %

Net income attributable to Warner Music Group Corp.

$ 183 $ 36 — %

Less: Net income attributable to participating securities

(2) — — %

Net income $ 181 $ 36 — %

Amortization expense

72 62 16 %

Restructuring and impairments

6 13 -54 %

Transformation initiative costs

12 18 -33 %

Non-cash stock-based compensation and other related costs

12 14 -14 %

Loss on extinguishment of debt

7 — — %

Other (income) expense, net

(38) 64 — %

Tax impact (a)

(20) (42) -52 %

Adjusted Net Income

$ 232 $ 165 41 %

Weighted Avg Shares Outstanding - Class A - Basic

146,573 144,938

Weighted Avg Shares Outstanding - Class B - Basic

375,380 375,380

Unadjusted (GAAP) EPS - Class A - Basic

$ 0.35 $ 0.07

Adjusted EPS - Class A - Basic $ 0.44 $ 0.32

a) Represents the tax effect of the adjustments to reflect corporate income taxes at assumed effective tax rates of 29% and 24% for the three months ended March 31, 2026 and March 31, 2025, respectively.

For the Six Months Ended March 31, 2026 For the Six Months Ended March 31, 2025 % Change

(unaudited) (unaudited)

Net income attributable to Warner Music Group Corp.

$ 359 $ 272 32 %

Income (loss) attributable to noncontrolling interest (3) 5 — %

Net income $ 356 $ 277 29 %

Income tax expense 144 118 22 %

Income including income taxes $ 500 $ 395 27 %

Other income, net (41) (89) -54 %

Interest expense, net 86 76 13 %

Loss on extinguishment of debt 7 — — %

Operating income $ 552 $ 382 45 %

Amortization expense 140 119 18 %

Depreciation expense 62 57 9 %

Restructuring and impairments 40 40 — %

Transformation initiatives and other related costs 29 35 -17 %

Net loss on divestitures 5 — — %

Non-cash stock-based compensation and other related costs 32 33 -3 %

Adjusted OIBDA $ 860 $ 666 29 %

Operating income margin 15.5 % 12.1 %

Adjusted OIBDA margin 24.1 % 21.1 %

Net income attributable to Warner Music Group Corp.

$ 359 $ 272 32 %

Less: Net income attributable to participating securities

(4) (3) 33 %

Net income $ 355 $ 269 32 %

Amortization expense

140 119 18 %

Restructuring and impairments

40 40 — %

Transformation initiative costs

29 35 -17 %

Net loss on divestitures

5 — — %

Non-cash stock-based compensation and other related costs

32 33 -3 %

Loss on extinguishment of debt

7 — — %

Other (income) expense, net

(41) (89) -54 %

Tax impact (a)

(61) (34) 79 %

Adjusted Net Income

$ 506 $ 373 36 %

Weighted Avg Shares Outstanding - Class A - Basic

146,664 143,995

Weighted Avg Shares Outstanding - Class B - Basic

375,380 375,380

Unadjusted (GAAP) EPS - Class A - Basic

$ 0.68 $ 0.52

Adjusted EPS - Class A - Basic $ 0.97 $ 0.72

a) Represents the tax effect of the adjustments to reflect corporate income taxes at assumed effective tax rates of 29% and 24% for the six months ended March 31, 2026 and March 31, 2025, respectively.

Figure 6. Warner Music Group Corp. - Reconciliation of Segment Operating Income to Adjusted OIBDA, Three Months Ended March 31, 2026 versus March 31, 2025

(dollars in millions)

For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 % Change

(unaudited) (unaudited)

Total WMG operating income – GAAP $ 264 $ 168 57 %

Depreciation and amortization expense 103 90 14 %

Restructuring and impairments 6 13 -54 %

Transformation initiative costs 12 18 -33 %

Non-cash stock-based compensation and other related costs 12 14 -14 %

Total WMG Adjusted OIBDA $ 397 $ 303 31 %

Total WMG Adjusted OIBDA margin 22.9 % 20.4 %

Recorded Music operating income – GAAP $ 288 $ 203 42 %

Depreciation and amortization expense 47 46 2 %

Restructuring and impairments 6 13 -54 %

Non-cash stock-based compensation and other related costs $ 5 $ 8 -38 %

Recorded Music Adjusted OIBDA $ 346 $ 270 28 %

Recorded Music Adjusted OIBDA margin 25.1 % 23.0 %

Music Publishing operating income – GAAP $ 61 $ 52 17 %

Depreciation and amortization expense 35 31 13 %

Non-cash stock-based compensation and other related costs 1 2 -50 %

Music Publishing Adjusted OIBDA $ 97 $ 85 14 %

Music Publishing Adjusted OIBDA margin 27.5 % 27.4 %

For the Six Months Ended March 31, 2026 For the Six Months Ended March 31, 2025 % Change

(unaudited) (unaudited)

Total WMG operating income – GAAP $ 552 $ 382 45 %

Depreciation and amortization expense 202 176 15 %

Restructuring and impairments 40 40 — %

Transformation initiatives and other related costs 29 35 -17 %

Net loss on divestitures 5 — — %

Non-cash stock-based compensation and other related costs 32 33 -3 %

Total WMG Adjusted OIBDA $ 860 $ 666 29 %

Total WMG Adjusted OIBDA margin 24.1 % 21.1 %

Recorded Music operating income – GAAP $ 617 $ 441 40 %

Depreciation and amortization expense 93 91 2 %

Restructuring and impairment 28 41 -32 %

Non-cash stock-based compensation and other related costs 11 20 -45 %

Recorded Music Adjusted OIBDA $ 749 $ 593 26 %

Recorded Music Adjusted OIBDA margin 26.2 % 23.5 %

Music Publishing operating income – GAAP $ 126 $ 107 18 %

Depreciation and amortization expense 70 58 21 %

Non-cash stock-based compensation and other related costs 3 3 — %

Music Publishing Adjusted OIBDA $ 199 $ 168 18 %

Music Publishing Adjusted OIBDA margin 27.8 % 26.5 %

Constant Currency

Because exchange rates are an important factor in understanding period-to-period comparisons, we believe the presentation of revenue on a constant-currency basis in addition to reported revenue helps improve the ability to understand our operating results and evaluate our performance in comparison to prior periods. Constant-currency information compares results between periods as if exchange rates had remained constant period over period. We use results on a constant-currency basis as one measure to evaluate our performance. We calculate constant-currency results by applying current-year foreign currency exchange rates to prior-year results. However, a limitation of the use of the constant-currency results as a performance measure is that it does not reflect the impact of exchange rates on our revenue. These results should be considered in addition to, not as a substitute for, results reported in accordance with U.S. GAAP. Results on a constant-currency basis, as we present them, may not be comparable to similarly titled measures used by other companies and are not a measure of performance presented in accordance with U.S. GAAP.

Figure 7. Warner Music Group Corp. - Revenue by Geography and Segment, Three Months Ended March 31, 2026 versus March 31, 2025 As Reported and Constant Currency

(dollars in millions)

For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 For the Three Months Ended March 31, 2025 % Change

As reported As reported Constant Constant

(unaudited) (unaudited) (unaudited) (unaudited)

U.S. revenue

Recorded Music $ 565 $ 497 $ 497 14 %

Music Publishing 178 161 161 11 %

International revenue

Recorded Music $ 815 $ 678 $ 728 12 %

Music Publishing 175 149 161 9 %

Intersegment eliminations (1) (1) (2) -50 %

Total Revenue $ 1,732 $ 1,484 $ 1,545 12 %

Revenue by Segment:

Recorded Music

Digital $ 975 $ 841 $ 875 11 %

Physical 137 112 116 18 %

Total Digital and Physical $ 1,112 $ 953 $ 991 12 %

Artist services and expanded-rights 164 117 123 33 %

Licensing 104 105 111 -6 %

Total Recorded Music $ 1,380 $ 1,175 $ 1,225 13 %

Music Publishing

Performance $ 58 $ 53 $ 56 4 %

Digital 224 188 194 15 %

Mechanical 17 16 16 6 %

Synchronization 50 49 51 -2 %

Other 4 4 5 -20 %

Total Music Publishing $ 353 $ 310 $ 322 10 %

Intersegment eliminations (1) (1) (2) -50 %

Total Revenue $ 1,732 $ 1,484 $ 1,545 12 %

Total Digital Revenue $ 1,199 $ 1,027 $ 1,068 12 %

For the Six Months Ended March 31, 2026 For the Six Months Ended March 31, 2025 For the Six Months Ended March 31, 2025 % Change

As reported As reported Constant Constant

(unaudited) (unaudited) (unaudited) (unaudited)

U.S. revenue

Recorded Music $ 1,142 $ 1,029 $ 1,029 11 %

Music Publishing 368 334 334 10 %

International revenue

Recorded Music $ 1,718 $ 1,491 $ 1,584 8 %

Music Publishing 347 299 319 9 %

Intersegment eliminations (3) (3) (3) — %

Total Revenue $ 3,572 $ 3,150 $ 3,263 9 %

Revenue by Segment:

Recorded Music

Digital $ 1,951 $ 1,714 $ 1,774 10 %

Physical 289 278 287 1 %

Total Digital and Physical $ 2,240 $ 1,992 $ 2,061 9 %

Artist services and expanded-rights 395 313 328 20 %

Licensing 225 215 224 — %

Total Recorded Music $ 2,860 $ 2,520 $ 2,613 9 %

Music Publishing

Performance $ 122 $ 109 $ 114 7 %

Digital 439 395 406 8 %

Mechanical 35 30 31 13 %

Synchronization 110 88 90 22 %

Other 9 11 12 (25) %

Total Music Publishing $ 715 $ 633 $ 653 9 %

Intersegment eliminations (3) (3) (3) — %

Total Revenue $ 3,572 $ 3,150 $ 3,263 9 %

Total Digital Revenue $ 2,389 $ 2,109 $ 2,179 10 %

Figure 8. Warner Music Group Corp. - Adjusted OIBDA by Segment, Three Months Ended March 31, 2026 versus March 31, 2025 As Reported and Constant Currency

(dollars in millions)

For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025 For the Three Months Ended March 31, 2025 Change %

As reported As reported Constant Constant

(unaudited) (unaudited) (unaudited) (unaudited)

Total WMG Adjusted OIBDA $ 397 $ 303 $ 319 24.5 %

Adjusted OIBDA margin 22.9 % 20.4 % 20.6 %

Recorded Music Adjusted OIBDA $ 346 $ 270 $ 283 22.3 %

Recorded Music Adjusted OIBDA margin 25.1 % 23.0 % 23.1 %

Music Publishing Adjusted OIBDA $ 97 $ 85 $ 88 10.2 %

Music Publishing Adjusted OIBDA margin 27.5 % 27.4 % 27.3 %

Figure 9. Warner Music Group Corp. - Notable Items, As Reported

(dollars in millions) FY 2026 FY 2025

Three Months Ended December 31, 2025

Three Months Ended March 31, 2026

Three Months Ended December 31, 2024

Three Months Ended March 31, 2025

Revenue

Recorded Music

Streaming - BMG Termination (a)

— — 6 6

Streaming - DSP True-up and Settlement Payments

12 — (7) 11

Music Publishing

Streaming - MLC Historical Matched Royalties

— — 17 —

Adjusted OIBDA

Recorded Music

BMG Termination (a)

— — — 1

DSP True-up and Settlement Payments

7 — (4) 7

Music Publishing

MLC Historical Matched Royalties

— — 4 —

(a) The BMG Termination impact shown in FY 2025 represents the incremental revenue and Adjusted OIBDA compared to the current fiscal year.

Free Cash Flow

Our definition of Free Cash Flow is defined as cash flow provided by operating activities less capital expenditures. We use Free Cash Flow, among other measures, to evaluate our operating performance. Management believes Free Cash Flow provides investors with an important perspective on the cash available to fund our debt service requirements, ongoing working capital requirements, capital expenditure requirements, strategic acquisitions and investments, and any dividends, prepayments of debt or repurchases or retirement of our outstanding debt or notes in open market purchases, privately negotiated purchases, any repurchases of our common stock or otherwise. As a result, Free Cash Flow is a significant measure of our ability to generate long-term value. It is useful for investors to know whether this ability is being enhanced or degraded as a result of our operating performance. We believe the presentation of Free Cash Flow is relevant and useful for investors because it allows investors to view performance in a manner similar to the method management uses.

Free Cash Flow is not a measure of performance calculated in accordance with U.S. GAAP and therefore it should not be considered in isolation of, or as a substitute for, net income (loss) as an indicator of operating performance or cash flow provided by operating activities as a measure of liquidity. Free Cash Flow, as we calculate it, may not be comparable to similarly titled measures employed by other companies. In addition, Free Cash Flow does not necessarily represent funds available for discretionary use and is not necessarily a measure of our ability to fund our cash needs. Because Free Cash Flow deducts capital expenditures from “net cash provided by operating activities” (the most directly comparable U.S. GAAP financial measure), users of this information should consider the types of events and transactions that are not reflected. We provide below a reconciliation of Free Cash Flow to the most directly comparable amount reported under U.S. GAAP, which is “net cash provided by operating activities.”

Figure 10. Warner Music Group Corp. - Calculation of Free Cash Flow, Three Months Ended March 31, 2026 versus March 31, 2025

(dollars in millions)

For the Three Months Ended March 31, 2026 For the Three Months Ended March 31, 2025

(unaudited) (unaudited)

Net cash provided by operating activities $ 126 $ 69

Less: Capital expenditures 27 36

Free Cash Flow $ 99 $ 33

For the Six Months Ended March 31, 2026 For the Six Months Ended March 31, 2025

(unaudited) (unaudited)

Net cash provided by operating activities $ 566 $ 401

Less: Capital expenditures 47 72

Free Cash Flow $ 519 $ 329

______________________________________

###

Media Contact: Investor Contact:

Hannah Karp

Kareem Chin

Hannah.Karp@wmg.com

Investor.Relations@wmg.com

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