Warner Bros. Discovery, Inc. (WBD) CFO reports option exercises and share dispositions

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc.'s Chief Financial Officer reported option exercises and share dispositions in Series A common stock on December 10, 2025.

The officer exercised employee stock options covering 92,592 and 150,402 Series A shares at exercise prices of $29.08 and $25.7 per share, then disposed of 92,592 and 150,402 shares at $29.5 per share.

Following these transactions, the officer directly beneficially owns 918,940 Series A shares, plus 14,140 shares held as custodian and 13,045 shares held by a spouse. The transactions were made under a Rule 10b5-1 trading arrangement entered on March 4, 2025.

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

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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).

X

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)
12/10/2025

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	12/10/2025		M(1)		92,592	A	$29.08	1,011,532	D
Series A Common Stock	12/10/2025		S(1)		92,592	D	$29.5	918,940	D
Series A Common Stock	12/10/2025		M(1)		150,402	A	$25.7	1,069,342	D
Series A Common Stock	12/10/2025		S(1)		150,402	D	$29.5	918,940	D
Series A Common Stock								14,140	I	As custodian
Series A Common Stock								13,045	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
Employee Stock Option	$29.08	12/10/2025		M			92,592	04/08/2022(2)	03/01/2026	Series A Common Stock(3)	92,592	$0	0	D
Employee Stock Option	$25.7	12/10/2025		M			150,402	04/08/2022(4)	02/28/2027	Series A Common Stock(3)	150,402	$0	0	D

Explanation of Responses:

1. As previously disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, the Reporting Person entered into a trading arrangement pursuant to Rule 10b5-1 on March 4, 2025. These sales were made pursuant to that trading arrangement.

2. As initially granted, this option vests in four equal annual installments beginning March 1, 2020.

3. Represents WBD Series A common stock.

4. As initially granted, this option vests in four equal annual installments beginning February 28, 2021.

Remarks:

	Tara L. Smith, by power of attorney	12/12/2025
	** 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 insider transaction did Warner Bros. Discovery (WBD) report for its CFO?

The Chief Financial Officer of Warner Bros. Discovery, Inc. reported exercising employee stock options for 92,592 and 150,402 Series A common shares, then disposing of the same respective amounts of Series A shares at $29.5 per share.

When did the Warner Bros. Discovery CFO's reported transactions take place?

The reported transactions in Warner Bros. Discovery Series A common stock occurred on December 10, 2025 (transaction date shown as 12/10/2025).

How many Warner Bros. Discovery Series A shares does the CFO own after these transactions?

After the reported transactions, the CFO beneficially owns 918,940 Series A common shares directly, plus 14,140 shares held as custodian and 13,045 shares held indirectly through a spouse.

Which employee stock options were exercised in the Warner Bros. Discovery CFO filing?

The CFO exercised employee stock options with exercise prices of $29.08 and $25.7 per share, covering 92,592 and 150,402 Series A shares, respectively. After these exercises, the Form 4 shows 0 derivative securities remaining for each option grant.

Were the Warner Bros. Discovery CFO's share dispositions made under a Rule 10b5-1 plan?

Yes. The explanation states that the CFO entered into a trading arrangement pursuant to Rule 10b5-1 on March 4, 2025 and that the reported sales were made pursuant to that trading arrangement.