Form SCHEDULE 13G Warner Music Group Corp. Filed by: DARLINGTON PARTNERS CAPITAL MANAGEMENT, LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Warner Music Group Corp. (Name of Issuer) |
Class A Common Stock (Title of Class of Securities) |
(CUSIP Number) |
03/25/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Darlington Partners Capital Management, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,551,884.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA, PN |
Comment for Type of Reporting Person: Percentage calculated based on 146,965,855 shares of Class A Common Stock outstanding on February 4, 2026, as reported in the Form 10-Q filed by the Issuer for the quarterly period ended December 31, 2025.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Darlington Partners GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,551,884.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person: Percentage calculated based on 146,965,855 shares of Class A Common Stock outstanding on February 4, 2026, as reported in the Form 10-Q filed by the Issuer for the quarterly period ended December 31, 2025.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Darlington Partners, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,551,884.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: Percentage calculated based on 146,965,855 shares of Class A Common Stock outstanding on February 4, 2026, as reported in the Form 10-Q filed by the Issuer for the quarterly period ended December 31, 2025.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Scott W. Clark | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,551,884.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Percentage calculated based on 146,965,855 shares of Class A Common Stock outstanding on February 4, 2026, as reported in the Form 10-Q filed by the Issuer for the quarterly period ended December 31, 2025.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Ramsey B. Jishi | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
7,551,884.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
5.1 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC, IN |
Comment for Type of Reporting Person: Percentage calculated based on 146,965,855 shares of Class A Common Stock outstanding on February 4, 2026, as reported in the Form 10-Q filed by the Issuer for the quarterly period ended December 31, 2025.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Warner Music Group Corp. | |
| (b) | Address of issuer's principal executive offices:
1633 Broadway, New York, NY 10019 | |
| Item 2. | ||
| (a) | Name of person filing:
Darlington Partners Capital Management, LP, a Delaware limited partnership ("DPCM LP")
Darlington Partners GP, LLC, a Delaware limited liability company ("DP GP")
Darlington Partners, L.P., a Delaware limited partnership ("Darlington")
Scott W. Clark
Ramsey B. Jishi
DPCM LP is the investment adviser of private investment funds, including Darlington (together, the "Funds"). DP GP is the general partner of DPCM LP and the Funds. Mr. Clark and Mr. Jishi are the managers of DP GP. The Filers are filing this Schedule 13G jointly but not as members of a group, and each disclaims membership in a group. Each reporting person disclaims beneficial ownership of Common Stock except to the extent of that person's pecuniary interest therein. In addition, the filing of this Schedule 13G on behalf of Darlington should not be construed as an admission that it is, and it disclaims that it is, a beneficial owner, as defined in Rule 13d-3 under the Act, of any Common Stock covered by this Schedule 13G. | |
| (b) | Address or principal business office or, if none, residence:
300 Drakes Landing Road, Suite 290, Greenbrae, CA 94904 | |
| (c) | Citizenship:
See Item 4 of the cover sheet for each reporting person. | |
| (d) | Title of class of securities:
Class A Common Stock | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
DPCM LP: 7,551,884
DP GP: 7,551,884
Darlington: 7,551,884
Scott W. Clark: 7,551,884
Ramsey B. Jishi: 7,551,884 | |
| (b) | Percent of class:
DPCM LP: 5.1%
DP GP: 5.1%
Darlington: 5.1%
Scott W. Clark: 5.1%
Ramsey B. Jishi: 5.1% %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
DPCM LP: 0
DP GP: 0
Darlington: 0
Scott W. Clark: 0
Ramsey B. Jishi: 0 | ||
| (ii) Shared power to vote or to direct the vote:
DPCM LP: 7,551,884
DP GP: 7,551,884
Darlington: 7,551,884
Scott W. Clark: 7,551,884
Ramsey B. Jishi: 7,551,884 | ||
| (iii) Sole power to dispose or to direct the disposition of:
DPCM LP: 0
DP GP: 0
Darlington: 0
Scott W. Clark: 0
Ramsey B. Jishi: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
DPCM LP: 7,551,884
DP GP: 7,551,884
Darlington: 7,551,884
Scott W. Clark: 7,551,884
Ramsey B. Jishi: 7,551,884 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
DPCM LP's clients, including Darlington, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Stock. No individual client's holdings of the Stock, other than those of Darlington, are more than five percent of the outstanding Stock. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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EXHIBIT 99.1 - AGREEMENT REGARDING JOINT FILING OF STATEMENT ON SCHEDULE 13D OR 13G |
ATTACHMENTS / EXHIBITS