A:     Theshown as of May 8, 2023, the date of our 2023 Annual Meeting. Tenure is shown in years and includes prior service on the Discovery, Inc. Board of Directors, where applicable.

Q:     What, including David M. Zaslav, our President and Chief Executive Officer, and seven directors designated by AT&T (“AT&T Designees”), including Samuel A. Di Piazza, Jr., our independent Board Chair. The WBD Board is currently classified into three classes as noted below:

Q:     What matters will be voted onexpire at the 2025 Annual Meeting?

A:     The principal businessMeeting of Stockholders. Upon the expiration of the meetinginitial term of each class of directors, such class of directors, if renominated by the Board, will bestand for election by our stockholders for a one-year term and, if elected by stockholders, will hold office until the following matters:

We will also transact such other business as may properly be presented at the Annual Meeting or at any postponements or adjournments thereof. However, we are not aware of any other matters to be acted upon at the Annual Meeting.

Q:     Who is entitled to vote at the Annual Meeting?

A:     The close of business on March 16, 2018 was the record date for determining the holders of our Series A and Series B common stock and SeriesA-1 preferred stock entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof. The Notice of Internet Availability of Proxy Materials received by the

holders of our Series A and Series B common stock and SeriesA-1 preferred stock will explain how they may vote their shares. Holders of ournon-voting Series C common stock and SeriesC-1 convertible preferred stock (“SeriesC-1 preferred stock”) may access and receive this proxy statement and related materials but are not entitled to vote at the Annual Meeting or any adjournment thereof.

Q:     How many shares can vote at the Annual Meeting and how many votes does each share have?

A:     As of March 16, 2018, we had outstanding 156,020,584 shares of Series A common stock, with each of those shares being entitled to one vote, 6,512,379 shares of Series B common stock, with each of those shares being entitled to ten votes, and 358,026,724 shares of Series C common stock, which are not entitled to vote. We also had outstanding 7,852,582 and four-ninths (4/9ths) shares of SeriesA-1 preferred stock, with each of those shares being entitled to nine votes, which is equal to the number of votes such holder would have been entitled to cast had it converted its shares of SeriesA-1 preferred stock into shares of Series A common stock for each share of such stock held on the record date on other matters to be voted on at the Annual Meeting, other than the election of the preferred stock directors, and 6,017,473.5 shares of SeriesC-1 preferred stock, which are not entitled to vote.

Q:     How many shares must be present or represented at the Annual Meeting to conduct business at the meeting?

A:     With respect to Proposal 1, the presence, in person or by properly executed proxy, of the holders of a majority of the total voting power of the outstanding shares of (a) the Series A common stock and Series B common stock, voting together as a single class, entitled to a separate vote on the election of three Class I directors at the Annual Meeting will constitute a quorum for purposes of this class vote and (b) the SeriesA-1 preferred stock entitled to a separate class vote on three preferred stock directors at the Annual Meeting will constitute a quorum for purposes of this class vote. The presence, in person or by properly executed proxy, of the holders of a majority in voting power of the Series A common stock, Series B common stock and SeriesA-1 preferred stock, with the preferred stock considered on anas-converted to common stock basis, voting together as a single class, will constitute a quorum for the combined class votes on Proposals 2 through 4.

If a quorum is not present, the meeting will be adjourned until a quorum is obtained. Abstentions and brokernon-votes (where a broker or nominee does not exercise discretionary authority to vote on a proposal) will be treated as present for purposes of determining the presence of a quorum.

Q:     What vote is required to elect directors?

A:     With respect to Proposal 1, three directors are to be elected by the holders of our Series A common stock and Series B common stock, voting together as a single class, and three directors are to be elected by the holders of our SeriesA-1 preferred stock, voting separately as a class. The Class I directors will be elected if they receive a plurality of the combined voting power of the outstanding shares of Series A common stock and Series B common stock present in person or by proxy and entitled to vote on the election of directors, voting together as single class. The SeriesA-1 preferred stock directors will be elected if they receive the written consent or the affirmative vote of the holders of a majority of the outstanding shares of the SeriesA-1 preferred stock.

While we encourage holders of Series A and Series B common stock and SeriesA-1 preferred stock to vote by proxy, you also haveother public company directorships held in the option of voting your shares of Series A and Series B common stock and SeriesA-1 preferred stock inpast five years, for each person nominated for election as a director at the Annual Meeting. If your shares of Series A or Series B common stock orSeries A-1 preferred stock are registered directly in your name with our transfer agent, you are considered the stockholder of record with respect to such shares of stock and you have the right to attend the2023 Annual Meeting and vote in person, subject to compliance withfor those directors whose terms of office will continue after the procedures described below. If your shares2023 Annual Meeting. Each member of Series Aour Board and each director nominee possesses skills and experience which makes him or Series B common stock or SeriesA-1 preferred stock are held in a brokerage account or by a bank or other nominee, you are the beneficial owner of such shares. As such, in order to vote in person, you must obtain and present at the time of admission a properly executed proxy from the stockholder of record (i.e., your broker, bank or other nominee) giving you the right to vote the shares of Series A or Series B common stock or SeriesA-1 preferred stock.

Q:     If my Discovery shares are held in “street name” by a broker, bank or other nominee, will the broker, bank or other nominee vote my shares on eachher an important component of the annual business proposals?

A:     If you hold your shares in street name and do not give instructions to your broker, bank or other nominee, the broker, bank or other nominee will be able to vote your shares with respect to “discretionary items” but will not be able to vote your shares with respect to“non-discretionary items,” in which case your shares will be treatedBoard as “brokernon-votes.” “Brokernon-votes” are shares that are held in street name by a bank, broker or other nominee that indicates on its proxy that it does not have discretionary authority to vote on a particular matter. The auditor ratification proposal is a “discretionary item,” whereas the election of directors proposal, the 2013 Incentive Plan, as amended proposal and the stockholder proposal are“non-discretionary items.” Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other nominee, your shares may, in the discretionwhole. While consideration of the broker, bankinformation presented below regarding each director’s and director nominee’s specific experience, qualifications, attributes and skills led our Board to the conclusion that he or other nominee, be voted only on the ratification proposal.If you hold your shares in street name and do not provide voting instructions to your broker, bank or other nominee, your shares will NOT be voted to electshe should serve as a director, we also believe that all of our directors and director nominees have a reputation for integrity, honesty and adherence to approve amendmentshigh ethical standards. They each have demonstrated business acumen and an ability to the 2013 Incentive Planexercise sound judgment, as well as a commitment of service to Warner Bros. Discovery and our Board. There is no family relationship among any of WBD's executive officers or the stockholder proposal.

Q:     May I changedirectors, by blood, marriage or revoke my vote after returning a proxy card or voting by telephone or over the Internet?

A:     Yes.Before your proxy is votedadoption.