Warner Bros. Discovery (WBD) director paid board retainer in 1,036 shares

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. director Mr. Noto reported receiving 1,036 shares of Series A common stock on 12/19/2025. These shares were taken in lieu of a quarterly cash retainer for his services as a director, effectively paying his board fee in stock rather than cash. The transaction was recorded at a price of $0 per share, reflecting that it was a compensation grant and not an open-market purchase.

Following this grant, Mr. Noto beneficially owns 42,235 shares of Warner Bros. Discovery common stock in direct ownership. The filing indicates that this report covers a transaction by a single reporting person serving as a director of the company.

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^*

Noto Anthony

(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)
12/19/2025

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	12/19/2025		A		1,036(1)	A	$0	42,235	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:

1. Mr. Noto 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	12/23/2025
	** 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).
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FAQ

What insider transaction did Warner Bros. Discovery (WBD) disclose?

A company director, Mr. Noto, reported receiving 1,036 shares of Series A common stock as part of his director compensation on 12/19/2025.

Was the Warner Bros. Discovery (WBD) director stock grant a market purchase?

No. The 1,036 shares were received at a stated price of $0 per share as compensation in lieu of a quarterly cash retainer, not bought on the open market.

How many Warner Bros. Discovery (WBD) shares does the director own after this transaction?

After the reported transaction, Mr. Noto beneficially owns 42,235 shares of Warner Bros. Discovery Series A common stock, held directly.

What is the relationship of the reporting person to Warner Bros. Discovery (WBD)?

The reporting person, Mr. Noto, is identified as a director of Warner Bros. Discovery, Inc. and filed individually as one reporting person.

Why did the Warner Bros. Discovery (WBD) director receive shares instead of cash?

According to the disclosure, Mr. Noto elected to receive shares of common stock instead of a quarterly cash retainer for his services as a director.

Does this Warner Bros. Discovery (WBD) filing report any derivative securities?

The section for derivative securities is included structurally, but the reported transaction relates only to non-derivative Series A common stock awarded as director compensation.