UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December 1, 2025 (November~~February 245, ~~2025)~~2026

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

(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)

Delaware		001-32502		13-4271875
(State or other jurisdictionof incorporation)		(CommissionFile Number)		(IRS EmployerIdentification No.)

1633 Broadway,
New York, New York		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:~~____________________________________________________________

☐Check ~~Written~~the ~~communications~~appropriate ~~pursuant~~box below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any ~~CFR~~of ~~230.425)~~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 ~~Pre-commencement~~registered ~~communications~~ pursuant to ~~Rule~~Section ~~14d-2~~12(b) ~~under~~of 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))

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 ~~registered~~Act ~~under~~of ~~Section 12~~1933 (b§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act: of 1934 (§240.12b-2 of this chapter).

Title of each class TradingSymbol Name of Exchangeon which Registered Class A Common Stock WMG The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 under the Securities Act (17 CFR 230.405) or Rule 12b-2 under the Exchange Act (17 CFR 240.12b-2).

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~~ITEM 52.02. ~~Departure~~RESULTS ofOF ~~Directors~~OPERATIONS orAND ~~Certain~~FINANCIAL ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~CONDITION.

On ~~November~~February 245, ~~2025~~2026, Warner Music Group Corp. (“the “Company”) ~~entered~~issued ~~into~~ an ~~amendment~~earnings ~~(the~~release ~~“Amendment”)~~announcing toits ~~the~~results ~~employment~~for ~~agreement (~~the ~~“Employment~~quarter ~~Agreement”)~~ended ~~with~~December 31, ~~its~~2025, ~~Chief~~which ~~Executive~~is ~~Officer,~~furnished ~~Robert~~as ~~Kyncl~~Exhibit 99.1 hereto.

~~Prior~~This toinformation ~~the~~shall ~~Amendment,~~not ~~the~~be ~~Employment~~deemed ~~Agreement contemplated that Mr. Kyncl would receive a one-time award of options to purchase the Company’s stock having a target value of $10,000,000 (the~~ “~~Options~~filed”). ~~The~~for ~~Amendment~~purposes ~~provides that these Options will be granted when the Amendment is executed and will consist~~ of three tranches, each having a grant date fair market value of $3,333,333. The Amendment also provides that the three tranches of Options include performance conditions requiring that, for at least 20 consecutive trading days within three years from NovemberSection ~~24,~~18 ~~2025, the closing price~~ of ~~a share of~~ the ~~Company’s~~Securities ~~Common~~Exchange ~~Stock~~Act ~~must exceed the level that would result in a total shareholder return~~ of 8%1934, ~~10%,~~as ~~and~~amended ~~12%, respectively, from the grant date~~ (the “~~Performance~~Exchange ~~Conditions~~Act”)~~. Further~~, ~~the~~or ~~Amendment~~otherwise ~~provides~~subject ~~that~~to the ~~Options~~liabilities ~~(i) have a grant date~~ of ~~November 24,~~that ~~2025~~section, ~~(ii)~~nor ~~have~~shall ait ~~seven-year~~be ~~term,~~deemed ~~(iii) have~~incorporated anby ~~exercise~~reference ~~price~~in ~~equal~~any tofiling under the ~~volume-weighted~~Securities ~~average~~Act ~~price~~ of a1933, ~~share~~as ~~of the Company’s Common Stock on November 24~~amended, ~~2025,~~or ~~(iv) will vest in equal annual installments on each of~~ the ~~first~~Exchange ~~three~~Act, ~~anniversaries~~except ofas ~~the~~expressly ~~grant~~set ~~date,~~forth ~~and~~by ~~(v) will~~specific ~~become~~reference ~~exercisable subject~~ to ~~the~~such ~~achievement of the Performance Conditions~~filing.

~~The Amendment also provides for an annual grant of performance share units having a target value of $5,000,000 (the “Annual PSU Award”), with the first grant to be made in January 2026~~ITEM 8. ~~Each Annual PSU Award will vest on the third anniversary of the grant date subject to Mr~~01. ~~Kyncl’s~~ ~~continued~~OTHER ~~employment, with the actual number of shares of the Company’s Common Stock earned to be determined based on the achievement of financial and long-term goals to be established by the Company~~EVENTS.

~~The~~On ~~Amendment~~February 5, ~~also provides that~~2026, ifthe ~~Mr. Kyncl’s~~Company ~~employment~~also isannounced ~~terminated~~in by the ~~Company~~earnings ~~without~~release ~~“cause”~~furnished oras byExhibit Mr99. ~~Kyncl~~1 ~~for~~hereto ~~“good~~that ~~reason,”~~its ~~the~~Board ~~cash portion~~ of ~~his~~Directors ~~severance~~declared ~~entitlement~~a ~~will~~regular bequarterly ~~equal~~cash todividend ~~the value~~ of ~~his~~$0.19 ~~total~~per ~~annual~~share ~~target~~on ~~cash and equity compensation, an amount equal to~~ the Company’s ~~good~~Class ~~faith~~A ~~estimate~~Common ofStock ~~Mr. Kyncl’s~~and ~~out-of-pocket~~Class ~~cost~~B ~~for~~Common ~~COBRA~~Stock. ~~health~~The ~~plan~~dividend ~~continuation~~is ~~coverage~~payable ~~for~~on 12March ~~months~~3, ~~(including~~2026, ato ~~tax~~stockholders ~~gross-up~~of ~~for~~record ~~such~~as ~~out-~~of~~-pocket~~ ~~cost),~~the ~~and~~close aof ~~pro~~business ~~rata~~on ~~annual~~February ~~bonus~~18, ~~for the year of termination~~2026.

~~All~~ITEM ~~other terms of Mr~~9. ~~Kyncl’s~~01. ~~employment~~FINANCIAL ~~remain~~STATEMENTS ~~unchanged~~AND ~~from their previously disclosed terms~~EXHIBITS.

~~The~~(d) foregoing description of the Amendment is subject to, and qualified in its entirety by, the complete text of the Amendment, a copy of which will be filed with the Company’s Quarterly Report on Form 10-Q for the period ending December 31, 2025Exhibits.


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. By: /s/ Paul M. Robinson Paul M. Robinson Executive Vice President and General Counsel


	WARNER MUSIC GROUP CORP.

Date: February 5, 2026	By:	/s/ Armin Zerza
		Armin Zerza
		Executive Vice President and Chief Financial Officer

Date: December 1, 2025

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