WBD (WBD) CFO gains major PRSU stock awards after strong FCF results

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. Chief Financial Officer Gunnar Wiedenfels reported stock awards linked to multi‑year performance goals. On February 24, 2026, he acquired 254,802 shares of Series A Common Stock at $0.00 per share as additional performance-based restricted stock units (PRSUs) from a March 1, 2023 grant that ultimately vested at 199.5% of target, bringing that grant to 510,884 earned shares in total. The same day, he also acquired 455,064 shares at $0.00 per share from PRSUs granted March 1, 2024, which were earned at 200% of target after the compensation committee certified that 2025 free cash flow was significantly above the pre‑established goal. Following these transactions, he directly owned 1,641,851 Series A shares and indirectly held 14,140 shares as custodian, while his spouse’s indirect holding was reduced to zero after a prior transfer.

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^*

Wiedenfels Gunnar

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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

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	02/24/2026		A		254,802(1)	A	$0	1,173,742	D
Series A Common Stock	02/24/2026		A		455,064(2)	A	$0	1,641,851(3)	D
Series A Common Stock								14,140	I	As custodian
Series A Common Stock								0(3)	I	By Spouse

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. These shares represent PRSUs originally granted to the reporting person ("RP") on 3/1/2023. On 2/26/2024, based on WBD's 2023 free cash flow performance, the WBD Compensation Committee ("CC") determined that target performance had been achieved and the RP filed a Form 4 reporting 256,082 shares (100% of target) as earned. This 3/1/2023 grant was also subject to a 3-year TSR modifier. On 2/24/2026, based on WBD's TSR performance relative to the S&P 500 M&E Index over the 2023-2025 period, the CC certified that the 3/1/2023 grant should vest at 199.5% of target (for an aggregate of 510,884 shares). This Form 4 is reporting the incremental 254,802 shares as earned.

2. These shares represent PRSUs granted to the RP on 3/1/2024 and were earned based solely on WBD's 2024 and 2025 free cash flow ("FCF") performance in relation to a pre-established target. On 2/24/2026, the CC certified that WBD's 2025 FCF performance was significantly above the established target, resulting in these PRSUs being earned at 200% of target.

3. On 12/18/2025, 13,045 shares were transferred from the RP's spouse to the RP.

Remarks:

	Tara L. Smith, by power of attorney	02/26/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did WBD CFO Gunnar Wiedenfels report in this Form 4 for WBD?

Gunnar Wiedenfels reported acquiring performance-based stock awards in Warner Bros. Discovery Series A Common Stock. Two PRSU grants vested based on multi‑year free cash flow and total shareholder return, increasing his direct and indirect ownership positions without any cash purchase.

How many Warner Bros. Discovery shares did the CFO acquire on February 24, 2026?

On February 24, 2026, the CFO acquired 254,802 shares and 455,064 shares of Warner Bros. Discovery Series A Common Stock. Both awards came from performance-based restricted stock units earned at or above target levels, with a reported price of $0.00 per share.

What performance goals triggered the 254,802-share PRSU award at WBD?

The 254,802-share award came from PRSUs originally granted March 1, 2023, tied to free cash flow and a three-year TSR modifier. After reviewing 2023–2025 total shareholder return versus the S&P 500 M&E Index, the committee certified vesting at 199.5% of target.

Why were 455,064 Warner Bros. Discovery PRSUs earned at 200% of target?

The 455,064 PRSUs, granted March 1, 2024, were earned based on 2024 and 2025 free cash flow performance. On February 24, 2026, the compensation committee determined 2025 free cash flow was significantly above the established target, resulting in shares vesting at 200% of target.

What is Gunnar Wiedenfels’ Warner Bros. Discovery share ownership after these transactions?

After these transactions, Gunnar Wiedenfels directly held 1,641,851 shares of Warner Bros. Discovery Series A Common Stock. He also indirectly held 14,140 shares as custodian, while a separate indirect holding previously attributed to his spouse was reduced to zero shares.

Did the WBD CFO pay cash for the newly acquired shares in this Form 4?

The filing shows a transaction price of $0.00 per share for both awards, indicating these were stock-based compensation grants. The shares resulted from performance-based restricted stock units earned after the compensation committee certified achievement of specific financial and TSR performance goals.