[8-K] Warner Bros. Discovery, Inc. Reports Material Event
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Warner Bros. Discovery renewed Chief Financial Officer Gunnar Wiedenfels’ employment under a new agreement that takes effect on July 11, 2026, immediately after his current contract expires, and runs through April 28, 2028.
Under the new terms, his annual base salary will be $2,500,000, with a target cash bonus equal to 175% of base salary, subject to preset performance goals. He will be eligible for annual equity awards with a target value of $10,000,000, plus a one-time restricted stock unit grant valued at $2,000,000 expected on August 17, 2026.
If terminated without Cause or he resigns for Good Reason, he may receive up to 24 months of salary continuation, bonus eligibility for the severance period, continued health benefits and repatriation to Germany, with additional equity vesting protections, including full vesting on certain terminations within 12 months after a Change in Control. The agreement includes noncompetition and nonsolicitation covenants lasting 12 and 18 months, respectively, after employment. The contract is permitted under, but not conditioned on, the proposed merger with Paramount Skydance Corporation.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.02, 9.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Base salary: $2,500,000 per year
Target bonus: 175% of base salary
Annual equity target: $10,000,000
+5 more
8 metrics
Base salary
$2,500,000 per year
CFO compensation under New Agreement beginning July 11, 2026
Target bonus
175% of base salary
Annual cash bonus opportunity tied to performance goals
Annual equity target
$10,000,000
Yearly equity awards under Stock Incentive Plan
One-time RSU award
$2,000,000
Restricted stock units expected to be granted August 17, 2026
Employment term end
April 28, 2028
Scheduled end of CFO term under New Agreement
Severance salary continuation
Up to 24 months
Maximum base salary continuation if terminated without Cause or for Good Reason
Noncompetition period
12 months
Post-employment noncompete duration
Nonsolicitation period
18 months
Post-employment nonsolicitation duration
Key Terms
Change in Control, Good Reason, Cause, noncompetition payment, +2 more
6 terms
Change in Control financial
"within the 12-month period following a “Change in Control” of the Company"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Good Reason financial
"If Mr. Wiedenfels’ employment is terminated without “Cause” or by Mr. Wiedenfels for “Good Reason”"
Cause financial
"If Mr. Wiedenfels’ employment is terminated for “Cause” or he resigns without “Good Reason”"
noncompetition payment financial
"a nonrenewal noncompetition payment in consideration of his continued compliance"
Stock Incentive Plan financial
"annual equity awards under the Warner Bros. Discovery, Inc. Amended and Restated Stock Incentive Plan"
A stock incentive plan is a company program that gives employees or directors pieces of ownership or the right to buy shares over time, similar to receiving a bonus paid in company stock instead of cash. Investors pay attention because these plans align staff incentives with long‑term company performance but can also dilute existing shareholders and affect reported profits when grants are expensed, so they influence both ownership percentages and financial results.
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): April 29, 2026
(Exact name of registrant as specified in its charter)
Commission File Number: 001-34177
(State or other jurisdiction of incorporation) | (IRS Employer Identification No.) | |||||||
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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 | ||||||||||||
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 29, 2026, Warner Bros. Discovery, Inc. (“we,” “us,” “our,” “WBD” or the “Company”) and our wholly-owned subsidiary Discovery Communications, LLC (“DCL”) entered into an employment agreement with Gunnar Wiedenfels, our Chief Financial Officer (the “New Agreement”).
The New Agreement will become effective as of July 11, 2026 (the “Effective Date”), immediately following the expiration of Mr. Wiedenfels’ current employment agreement with DCL, dated July 11, 2022 (the “Current Agreement”). We entered into the New Agreement with Mr. Wiedenfels in connection with our ordinary practices for renewing contracts with executive officers whose agreements are due to expire. The terms of the New Agreement, which are summarized below, are consistent with, and permitted by, certain exceptions to the interim operating covenants in the previously-disclosed Agreement and Plan of Merger WBD entered into with Paramount Skydance Corporation (“PSKY”) and Prince Sub Inc. on February 27, 2026 (the “Merger Agreement”).
The following summary description of certain provisions of the New Agreement does not purport to be complete and is qualified in its entirety by the actual text of the New Agreement, which has been filed with this Current Report as Exhibit 10.1, and is incorporated herein by reference.
New Agreement
Pursuant to the New Agreement, Mr. Wiedenfels will continue to serve as our Chief Financial Officer until April 28, 2028 on terms substantially similar to those of the Current Agreement, as further described below.
Under the New Agreement, beginning on the Effective Date, Mr. Wiedenfels’ base salary will be $2,500,000 per annum and his target annual cash bonus opportunity will remain at 175% of his annual base salary, with the actual payout based on the achievement of preset performance objectives. Mr. Wiedenfels will also be eligible to receive annual equity awards under the Warner Bros. Discovery, Inc. Amended and Restated Stock Incentive Plan (the “Stock Plan”) with an annual target value of $10,000,000. The equity instruments and the terms and conditions of such awards will be based on the Company’s then-standard practices and procedures for awards to other senior executives of the Company.
In recognition of the renewal, Mr. Wiedenfels will also be granted a one-time award of restricted stock units under the Stock Plan with a target grant date value of $2,000,000 on August 17, 2026, subject to the normal process and practices for approving and granting equity to similarly situated employees and the terms and conditions of the Stock Plan and implementing award agreement.
If Mr. Wiedenfels’ employment is terminated for “Cause” or he resigns without “Good Reason”, he will be entitled to receive only the amounts or benefits that have been earned, accrued or vested at the time of his termination.
“Cause” means (i) the conviction of, or nolo contendere or guilty plea, to a felony (whether any right to appeal has been or may be exercised); (ii) conduct constituting embezzlement, misappropriation or fraud, whether or not related to Mr. Wiedenfels’ employment with the Company; (iii) conduct constituting a financial crime, material act of dishonesty or conduct in material violation of the Company’s Code of Ethics or other written policies; (iv) improper conduct substantially prejudicial to the Company’s business (whether financial or otherwise); (v) willful unauthorized disclosure or use of Company confidential information; (vi) material improper destruction of Company property; or (vii) willful misconduct in connection with the performance of Mr. Wiedenfels’ duties.
“Good Reason” means without Mr. Wiedenfels’ consent, the Company’s (a) material reduction in Mr. Wiedenfels’ duties or responsibilities; (b) material change in the location of the office where Mr. Wiedenfels works (i.e., relocation outside the New York, NY metropolitan area); or (c) material breach of the New Agreement, including a change in the position to which Mr. Wiedenfels reports. The definitions of “Cause” and “Good Reason” remain unchanged from those in the Current Agreement.
If Mr. Wiedenfels’ employment is terminated without “Cause” or by Mr. Wiedenfels for “Good Reason”, he will be entitled to termination benefits, including: (i) base salary continuation for a period (the “Severance Period”) not to
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exceed 24 months, which is the longest of (a) the balance of the term of the New Agreement up to 24 months, (b) 12 months and (c) the number of weeks of severance to which he would have been entitled under the Company’s applicable severance plan, (ii) his annual target bonus for each full year in the Severance Period (including the year of termination), with a prorated target bonus for any partial calendar year in the Severance Period, (iii) continued participation in group health benefits for the duration of the Severance Period and (iv) repatriation benefits to return Mr. Wiedenfels and his family to Germany. In addition, any then-outstanding equity awards will vest as provided under the applicable award agreements and the Stock Plan. If Mr. Wiedenfels is terminated other than for Cause or resigns for Good Reason within the 12-month period following a “Change in Control” of the Company (as defined in the Stock Plan), then any equity awards granted to Mr. Wiedenfels will become fully vested, with any performance-based awards vesting at performance levels determined by the Compensation Committee of our board of directors.
If Mr. Wiedenfels’ employment is terminated as a result of his death or “disability” (as defined below), Mr. Wiedenfels or his heirs, as applicable, shall be entitled to receive termination benefits, including a prorated bonus for the year of termination based on actual performance and, in the case of disability, (i) continued coverage under medical or disability plans or (ii) reimbursement of COBRA premiums for up to the maximum applicable COBRA period. In addition, his then-outstanding equity awards under the Stock Plan will be treated in accordance with the applicable plan documents and implementing award agreements. “Disability” means Mr. Wiedenfels’ physical or mental inability to perform his duties for (i) a period of six consecutive months or (ii) for shorter periods that add up to six months in any eight-month period.
If Mr. Wiedenfels and the Company do not agree to renew the New Agreement at the end of the term, he will be entitled to any accrued benefits and, if the Company has not offered Mr. Wiedenfels continued employment with substantially comparable compensation and with no material diminution in his duties relative to those in effect 120 days prior to the end of the term (a “comparable offer”), a nonrenewal noncompetition payment in consideration of his continued compliance with his restrictive covenants. Such payment will consist of a prorated bonus for the year of termination based on actual performance, and an additional amount equal to the sum of his (x) base salary plus (y) target bonus, paid over a period of 12 months following his termination date. If the term of employment expires and the Company has made Mr. Wiedenfels a comparable offer, the nonrenewal noncompetition payment would be modified to a prorated bonus for the year of termination based on actual performance and an additional amount equal to 50% of his base salary.
To be eligible for the severance benefits or nonrenewal noncompetition benefits described above in connection with a termination under the circumstances described above other than death or disability, Mr. Wiedenfels must execute a release in favor of the Company.
Pursuant to the New Agreement, Mr. Wiedenfels is subject to customary restrictive covenants, including noncompetition and nonsolicitation covenants effective during Mr. Wiedenfels’ employment and for a period of 12 months and 18 months, respectively, thereafter.
If Mr. Wiedenfels ceases to comply with the restrictive covenants in the New Agreement, any severance benefits or nonrenewal noncompetition benefits described above would be terminated and the Company may seek forfeiture of any such payments already made.
The New Agreement is not conditioned in any way on the occurrence of the transactions contemplated by the Merger Agreement and is not the result of or indicative of any decisions or agreements related to Mr. Wiedenfels’ employment with, or the right to receive compensation from, PSKY or one or more of its affiliates (including the surviving corporation) following the completion of such proposed transactions.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||
| 10.1 | Employment Agreement between Gunnar Wiedenfels, Warner Bros. Discovery, Inc. and Discovery Communications, LLC, dated April 29, 2026.* | ||||
| 101 | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
* Certain exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be supplementally provided to the SEC upon request.
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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.
| Date: April 30, 2026 | WARNER BROS. DISCOVERY, INC. | |||||||||||||
| By: | /s/ Tara L. Smith | |||||||||||||
| Name: | Tara L. Smith | |||||||||||||
| Title: | Executive Vice President and Corporate Secretary | |||||||||||||
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FAQ
What did Warner Bros. Discovery (WBD) change in Gunnar Wiedenfels’ contract?
Warner Bros. Discovery entered a new employment agreement with CFO Gunnar Wiedenfels, effective July 11, 2026, running through April 28, 2028. It sets updated cash and equity compensation terms and clarifies severance, change-in-control protections, and post-employment noncompetition and nonsolicitation obligations.
What is Gunnar Wiedenfels’ new salary and bonus opportunity at WBD?
Under the new agreement, CFO Gunnar Wiedenfels will receive a base salary of $2,500,000 per year and a target annual cash bonus equal to 175% of that salary. Actual bonus payouts will depend on preset performance objectives established under Warner Bros. Discovery’s compensation programs.
What equity awards will WBD’s CFO receive under the new agreement?
Beginning on the effective date, Gunnar Wiedenfels will be eligible for annual equity awards under the Warner Bros. Discovery Stock Incentive Plan with an annual target value of $10,000,000. He will also receive a one-time restricted stock unit award valued at $2,000,000, expected on August 17, 2026.
How does the WBD CFO’s severance work if he is terminated without Cause?
If terminated without Cause or he resigns for Good Reason, Gunnar Wiedenfels can receive base salary continuation for up to 24 months, target bonus amounts for the severance period, continued group health benefits, repatriation benefits to Germany, and treatment of outstanding equity awards under plan and award terms.
What protections does WBD’s CFO have after a Change in Control?
If Gunnar Wiedenfels is terminated other than for Cause or resigns for Good Reason within 12 months after a Change in Control, his equity awards will become fully vested. Performance-based awards will vest at levels determined by the Compensation Committee, enhancing his protection around significant corporate transactions.
Are there noncompete obligations in Gunnar Wiedenfels’ new WBD contract?
Yes. The new agreement subjects Gunnar Wiedenfels to noncompetition and nonsolicitation covenants during employment and for 12 and 18 months, respectively, after termination. If he stops complying, severance or nonrenewal payments can be cut off and previously paid amounts may be subject to forfeiture claims.