8-K – 2026-02-05 – d37806d8k.htm

8-K

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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): February 5, 2026 ( February 4, 2026 )
 
 

Warner Music Group Corp.
(Exact name of Registrant as specified in its charter)
 
 

 

Delaware
 
001-32502
 
13-4271875

(State or other jurisdiction
of incorporation)

 
(Commission
File Number)

 
(I.R.S. Employer
Identification No.)

1633 Broadway ,
New York , NY

 
10019

(Address of principal executive offices)
 
(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 1.01.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

JV Agreement Amendment
On February 4, 2026, WMG BC Holdco LLC (“WMGCo”), a wholly-owned indirect subsidiary of the Company, entered into an amendment (the “Amendment”) to the Master Operations and Economics Agreement, dated as of June 29, 2025 (the “Master Operations and Economics Agreement”), by and among WMGCo, BCSS W JV Investments (B), L.P. (“BainCo”), a wholly-owned indirect subsidiary of Bain Capital Special Situations, LP, and certain affiliates of the foregoing parties. Pursuant to the Amendment, WMGCo and BainCo have committed to increase their respective initial equity commitment amount by $100 million each.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which will be filed as an exhibit to the Company’s Form 10-Q for the quarter ended March 31, 2026.

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: February 5, 2026
 

 
By:
 
/s/ Paul M. Robinson

 

 
Name:
 
Paul M. Robinson

 

 
Title:
 
Executive Vice President and General Counsel