Warner Bros. Discovery (WBD) CFO uses 43,578 shares to cover taxes

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. Chief Financial Officer Gunnar Wiedenfels reported a tax-related share disposition. On March 6, 2026, 43,578 shares of Series A Common Stock were withheld at $27.95 per share to satisfy tax obligations by delivering securities. After this transaction, he directly holds 619,802 shares. This Form 4 reflects a tax-withholding disposition rather than an open-market sale.

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)
03/06/2026

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	03/06/2026		F		43,578	D	$27.95	619,802	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:

Remarks:

	Tara L. Smith, by power of attorney	03/10/2026
	** 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).
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FAQ

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

Gunnar Wiedenfels reported a tax-related share disposition involving Warner Bros. Discovery stock. On March 6, 2026, 43,578 Series A Common shares were delivered at $27.95 each to satisfy tax liabilities, a non-market transaction categorized as payment of tax liability by delivering securities.

How many Warner Bros. Discovery (WBD) shares were used for taxes?

A total of 43,578 Series A Common Stock shares were used for tax obligations. The shares were valued at $27.95 each, and the transaction code F indicates payment of a tax liability by delivering securities rather than selling them in the open market.

Is the WBD CFO’s Form 4 transaction an open-market sale?

No, the transaction is not an open-market sale of Warner Bros. Discovery shares. It is coded F, meaning shares were delivered to cover tax liabilities, and the filing classifies it as a tax-withholding disposition instead of a typical buy-or-sell market transaction.

How many Warner Bros. Discovery shares does the CFO hold after this filing?

After the tax-withholding disposition, the CFO directly holds 619,802 shares of Series A Common Stock. This post-transaction balance reflects his remaining direct ownership following the delivery of 43,578 shares to satisfy tax obligations as reported in the Form 4.

What price per share was used in the WBD CFO’s tax-withholding transaction?

The tax-withholding disposition used a price of $27.95 per share for Warner Bros. Discovery Series A Common Stock. This price is the value applied to the 43,578 shares delivered to satisfy tax liabilities in the non-derivative transaction reported on March 6, 2026.