WBD (WBD) CAO gets stock grant and covers taxes with shares

Rhea-AI Filing Summary

Warner Bros. Discovery Chief Accounting Officer Lori C. Locke reported two share transactions in Series A Common Stock. She received a grant of 29,287 shares on March 2, 2026 at $0.00 per share, increasing her direct holdings. On February 27, 2026, 7,849 shares at $28.17 per share were disposed of to cover tax obligations, a withholding transaction rather than an open-market sale. After these transactions, she directly owned 122,400 shares.

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^*

Locke Lori C.

(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 Accounting 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		7,849	D	$28.17	93,113	D
Series A Common Stock	03/02/2026		A		29,287	A	$0	122,400	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	03/03/2026
	** 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 executive Lori C. Locke report?

Lori C. Locke reported a stock award and a tax-related share disposition. She received 29,287 Series A Common shares at $0.00 per share and 7,849 shares were withheld at $28.17 per share to cover tax obligations, all held directly.

How many Warner Bros. Discovery (WBD) shares did Lori C. Locke acquire?

She acquired 29,287 shares of WBD Series A Common Stock as a grant. The shares were awarded at $0.00 per share, reflecting compensation rather than a market purchase, and increased her directly held ownership in the company.

Why were 7,849 WBD shares disposed of in Lori C. Locke’s Form 4?

The 7,849 WBD shares were disposed of to satisfy tax obligations linked to equity compensation. Classified under code F, this represents tax-withholding by delivering shares, not an open-market sale initiated for portfolio or valuation reasons.

What is Lori C. Locke’s WBD share ownership after these transactions?

After the reported transactions, Lori C. Locke directly owned 122,400 WBD Series A Common shares. This figure reflects the addition from the 29,287-share grant and the prior reported tax-withholding disposition of 7,849 shares by the company.

Did Lori C. Locke buy or sell WBD shares on the open market?

The filing does not show open-market buying or selling by Lori C. Locke. It reports a stock grant at no cost to her and a tax-withholding disposition, where shares were delivered to cover taxes rather than sold through the market.

What do transaction codes A and F mean in Lori C. Locke’s WBD filing?

Code A indicates a grant or award acquisition of shares, which for Lori C. Locke was 29,287 shares at $0.00 per share. Code F indicates shares disposed of to pay exercise price or tax liabilities, covering the 7,849-share tax-withholding event.