Warner Bros. Discovery (WBD) CFO gets 156,195-share grant, withholds 459,495 for tax

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. Chief Financial Officer Gunnar Wiedenfels reported mixed share movements. On March 2, 2026, he acquired 156,195 shares of Series A Common Stock as a grant at $0.00 per share. On February 27, 2026, 459,495 shares were disposed of at $28.17 per share to cover tax obligations, and 14,140 shares are listed as indirectly held as custodian.

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Wiedenfels Gunnar

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Series A Common Stock	156,195	$0.00	--
Tax Withholding	Series A Common Stock	459,495	$28.17	$12.94M
holding	Series A Common Stock	--	--	--

Holdings After Transaction: Series A Common Stock — 1,338,551 shares (Direct); Series A Common Stock — 14,140 shares (Indirect, As custodian)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
02/27/2026

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	02/27/2026		F		459,495	D	$28.17	1,182,356	D
Series A Common Stock	03/02/2026		A		156,195	A	$0	1,338,551	D
Series A Common Stock								14,140	I	As custodian

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:

Remarks:

	Tara L. Smith, by power of attorney	03/03/2026
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transactions did WBD CFO Gunnar Wiedenfels report?

WBD CFO Gunnar Wiedenfels reported a grant of 156,195 Series A Common Stock shares and a tax-related share disposition of 459,495 shares. These transactions reflect stock-based compensation and related tax withholding, rather than open-market buying or selling activity.

How many Warner Bros. Discovery (WBD) shares were granted to the CFO?

Gunnar Wiedenfels received a grant of 156,195 Series A Common Stock shares at $0.00 per share on March 2, 2026. This reflects stock-based compensation and increases his directly held ownership position in Warner Bros. Discovery, Inc.

Why were 459,495 WBD shares disposed of at $28.17 per share?

The 459,495 Series A Common Stock shares at $28.17 per share were disposed of to satisfy tax withholding obligations. This Form 4 classifies the move as payment of exercise price or tax liability by delivering securities, not as an open-market sale.

What is Gunnar Wiedenfels’ direct share ownership in WBD after these transactions?

Following the March 2, 2026 grant transaction, Gunnar Wiedenfels directly held 1,338,551 Series A Common Stock shares. This figure reflects his updated direct ownership after receiving the 156,195-share award reported in the Form 4 filing.

What indirect Warner Bros. Discovery (WBD) holdings are reported for the CFO?

The Form 4 lists 14,140 Series A Common Stock shares as indirectly owned by Gunnar Wiedenfels in a custodian capacity. This entry reflects indirect ownership status and does not specify a new transaction amount or price tied to these indirectly held shares.