Director amends Warner Bros. Discovery (WBD) Form 4 for 3,673 shares

Rhea-AI Filing Summary

A director of Warner Bros. Discovery, Inc. filed an amended Form 4 to correct the number of shares reported from the company’s 2022 merger with AT&T’s WarnerMedia business. The amendment shows the director acquired 3,673 shares of WBD Series A common stock on April 8, 2022 at a price of $0, reflecting shares received rather than a market purchase.

The shares came from the Reverse Morris Trust combination in which AT&T’s WarnerMedia assets were spun into Spinco and then merged into a Warner Bros. Discovery subsidiary. Each Spinco share was automatically converted into 0.241917 shares of WBD Series A common stock, and this automatic conversion generated the 3,673 shares now correctly reported as directly owned.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

FISHER RICHARD W

(Last) (First) (Middle)

230 PARK AVENUE SOUTH

(Street)

NEW YORK NY 10003

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Warner Bros. Discovery, Inc. [ WBD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/08/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)
08/18/2023

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Series A Common Stock(1)	04/08/2022		A		3,673(2)	A	$0	3,673(3)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents Series A common stock of Warner Bros. Discovery, Inc., par value $0.01 per share ("WBD Series A common stock").

2. In connection with the Combination (as defined below), (1) AT&T, Inc. ("AT&T") transferred the business, operations and activities that constitute the WarnerMedia segment of AT&T, subject to certain exceptions, to Magallanes, Inc., a wholly owned subsidiary of AT&T ("Spinco"), (2) AT&T distributed to its stockholders by way of a pro rata dividend the issued and outstanding shares of common stock of Spinco (the "Spinco Stock") such that each AT&T stockholder was entitled to receive one share of Spinco Stock for each share of AT&T common stock held as of the record date for the distribution, (3) a wholly-owned subsidiary of Warner Bros. Discovery, Inc. ("WBD") merged with Spinco, with Spinco surviving as a wholly-owned subsidiary of WBD, and (4) each share of Spinco Stock was automatically converted into the right to receive 0.241917 shares of WBD Series A common stock. Reflects the acquisition of WBD Series A common stock upon the automatic conversion of Spinco Stock in the Combination.

3. This amended Form 4 is being filed to correct the amount of WBD Series A common stock received by the reporting person in connection with the Combination as reported in Column 5 in the Form 4 filed on August 18, 2023.

Remarks:

On April 8, 2022, Discovery, Inc. ("Discovery") completed a transaction pursuant to which a wholly-owned subsidiary of Discovery combined with AT&T's WarnerMedia business (the "WarnerMedia Business") in a Reverse Morris Trust transaction and Discovery became the parent entity of the combined Discovery and WarnerMedia Business (the "Combination"). In connection with the Combination, Discovery, Inc. was renamed Warner Bros. Discovery, Inc. and all of the shares of capital stock of Discovery was reclassified and automatically converted into shares of WBD Series A common stock. Prior to the Combination, the trading symbols for the Issuer's Series A, Series B and Series C common stock were, respectively, DISCA, DISCB and DISCK. After the Combination, the trading symbol for the Issuer's Series A common stock is WBD.

	Tara L. Smith, by power of attorney	01/16/2026
	** Signature of Reporting Person	Date
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FAQ

What does the amended Form 4 for Warner Bros. Discovery (WBD) report?

The amended Form 4 reports that a director of Warner Bros. Discovery received 3,673 shares of WBD Series A common stock on April 8, 2022, correcting a previously reported amount.

How did the Warner Bros. Discovery (WBD) director acquire the 3,673 shares?

The director received 3,673 WBD Series A common shares through the automatic conversion of Spinco stock in the Reverse Morris Trust combination involving AT&T’s WarnerMedia business.

What was the share conversion rate in the WarnerMedia combination for WBD stock?

In the combination, each share of Spinco stock was automatically converted into the right to receive 0.241917 shares of WBD Series A common stock.

Why was this Warner Bros. Discovery (WBD) Form 4 amended?

The amendment states it is filed to correct the amount of WBD Series A common stock reported as received in the original Form 4 filed on August 18, 2023.

What is the ownership status of the 3,673 WBD shares reported on the Form 4/A?

Following the reported transaction, the Form 4/A shows 3,673 shares of WBD Series A common stock beneficially owned with direct ownership.

How did Discovery become Warner Bros. Discovery in this transaction?

On April 8, 2022, Discovery completed a combination with AT&T’s WarnerMedia business, was renamed Warner Bros. Discovery, Inc., and all Discovery capital stock was converted into WBD Series A common stock.

What happened to the trading symbols after the WarnerMedia combination?

Before the combination, the trading symbols for Series A, B and C stock were DISCA, DISCB and DISCK; after the combination, the trading symbol for the Series A common stock became WBD.