DISCA Discovery Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PUSUANT TO SECTION 12(b) or (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

Discovery, Inc.

(Exact name of registrant as specified in its charter)

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates (if applicable): 333-261188

Securities to be registered pursuant to Section 12(g) of the Act: None

EXPLANATORY NOTE

This registration statement on Form 8-A is being filed by Discovery, Inc. (“Discovery”), to be renamed Warner Bros. Discovery, Inc. (“WBD”), with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the registration of WBD’s Series A common stock, par value $0.01 per share (the “WBD Common Stock”), pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, and the listing of the WBD Common Stock on the Nasdaq Stock Market LLC. The trading symbol for the WBD Common Stock will be “WBD.”

Discovery is registering shares of WBD Common Stock to be issued in connection with the completion of the transactions contemplated by the Agreement and Plan of Merger, dated as of May 17, 2021, as it may be amended from time to time (the “Merger Agreement”), by and among Discovery, Drake Subsidiary, Inc., a Delaware corporation and a wholly owned subsidiary of Discovery (“Merger Sub”), AT&T Inc., a Delaware corporation (“AT&T”), and Magallanes, Inc., a Delaware corporation and a wholly owned subsidiary of AT&T (“Spinco”), pursuant to which, among other things, (1) Merger Sub will merge with and into Spinco, with Spinco continuing as the surviving company and a wholly owned subsidiary of WBD and (2) Discovery will reclassify and automatically convert each share of Discovery’s Series A common stock, par value $0.01 per share, Series B common stock, par value $0.01 per share, Series C common stock, par value $0.01 per share, Series A-1 convertible participating preferred stock, par value $0.01 per share, and Series C-1 convertible participating preferred stock, par value $0.01 per share, into such number of shares of WBD Common Stock as set forth in the Merger Agreement, as described in Discovery’s Registration Statement on Form S-4 (Reg. No. 333-261188), as amended (the “Registration Statement”).

Item 1. Description of Registrant’s Securities to be Registered.

A description of the WBD Common Stock is set forth under the caption “Description of Capital Stock of Discovery and WBD” in the Registration Statement, which description is incorporated herein by reference. The description of the WBD Common Stock included in any form of prospectus that constitutes part of the Registration Statement and is filed by Discovery pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall also be deemed incorporated herein by reference. The description of the WBD Common Stock is qualified in its entirety by reference to the form of WBD’s second restated certificate of incorporation and the form of WBD’s amended and restated bylaws, which are respectively filed as Exhibits 3.4 and 3.6 hereto and incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: April 1, 2022