[Form 4] Warner Bros. Discovery, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Samuel A. Di Piazza Jr. reported a Form 4 disclosing a director compensation election to receive common shares of Warner Bros. Discovery (WBD) instead of a quarterly cash retainer. On 09/30/2025 he was issued 3,841 shares at no cash price reported, increasing his total directly held Series A common stock to 201,308 shares. The filing also shows 3,443 shares held indirectly through his spouse. The form was signed by Tara L. Smith by power of attorney on 10/01/2025.

Positive

• Director received equity compensation in lieu of a cash retainer, as explicitly stated.
• Direct beneficial ownership increased to 201,308 Series A shares following the issuance.
• Indirect holdings disclosed (3,443 shares held by spouse), improving transparency.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director elected to take equity compensation, modestly increasing insider shareholding.

The filing documents a routine director compensation election to receive equity rather than cash. That action is explicitly described and results in a direct holding of 201,308 Series A shares and an indirect spouse-held position of 3,443 shares. This is a standard governance disclosure that increases insider alignment with shareholders without indicating any change in board composition or control.

Securities Analyst

TL;DR: Non-derivative share issuance to a director; transaction appears non-market (no cash price).

The reported acquisition of 3,841 Series A shares was executed as compensation in lieu of a cash retainer, shown with a $0 price in the Form 4 table. The transaction is non-derivative and routine for director pay. No sales, options, or derivative activity are reported, and the filing contains clear counts for direct and indirect beneficial ownership.

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).

1. Name and Address of Reporting Person^*

Di Piazza Samuel A Jr.

(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)
09/30/2025

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	09/30/2025		A		3,841(1)	A	$0	201,308	D
Series A Common Stock								3,443	I	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. Mr. Di Piazza elected to receive shares of common stock in lieu of a quarterly cash retainer in respect of his services as a director.

Remarks:

	Tara L. Smith, by power of attorney	10/01/2025
	** 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.
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 did Samuel A. Di Piazza Jr. report on the Form 4 for WBD?

The Form 4 reports that Mr. Di Piazza elected to receive 3,841 Series A common shares in lieu of a quarterly cash retainer.

When was the transaction dated on the Form 4 for WBD?

The transaction date shown is 09/30/2025, and the form was signed by power of attorney on 10/01/2025.

How many WBD shares does Mr. Di Piazza beneficially own after the transaction?

Following the reported issuance, he directly beneficially owns 201,308 Series A common shares.

Are there any indirect holdings disclosed for the reporting person?

Yes. The filing discloses 3,443 Series A shares held indirectly through his spouse.

Was any cash price reported for the shares issued in lieu of cash retainer?

The Form 4 table shows a price of $0 for the issued shares, consistent with an in-kind compensation election.