Warner Bros. Discovery: Di Piazza disposes of shares

The merger terms converted WBD Series A shares into a $31.0167-per-share cash right and provided cash settlement for deferred stock units.

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. director Samuel A. Di Piazza Jr. reported dispositions on October 6, 2026, in connection with the merger that made WBD a wholly owned subsidiary of Paramount Skydance Corporation. The Form 4 lists dispositions of 38,443 Series A shares held directly, 3,443 held indirectly by his spouse, 59,151 Series A shares, and 33,067 deferred stock units. Under the merger terms, outstanding Series A shares converted into rights to receive $31.0167 per share in cash. Outstanding deferred stock units were cancelled for cash based on that consideration, less applicable withholding taxes; the 33,067 units had been amended effective October 2, 2026, to settle solely in cash.

Insider Trade Summary

Disposition: 134,104 shares

Disposition 5 txns

Insider Di Piazza Samuel A Jr.

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units F5, F1, F4	33,067	--	--
Disposition	Series A Common Stock F1, F2, F3	38,443	$31.0167	$1.19M
Disposition	Series A Common Stock F1, F2	3,443	$31.067	$107K
Disposition	Series A Common Stock F1, F4	59,151	$31.067	$1.84M
holding	Restricted Stock Units F5, F6	--	--	--

Holdings After Transaction: Restricted Stock Units — 33,067 contracts (Direct); Series A Common Stock — 0 shares (Indirect, Spouse); Series A Common Stock — 0 shares (Direct)

Footnotes (6)

1. F1. On October 6, 2026, pursuant to the Agreement and Plan of Merger, dated February 27, 2026 (the "Merger Agreement"), by and among Warner Bros. Discovery, Inc. ("WBD"), Paramount Skydance Corporation ("Paramount") and Prince Sub Inc., a wholly owned subsidiary of Paramount ("Merger Sub"), Merger Sub merged with and into WBD, with WBD surviving as a wholly owned subsidiary of Paramount (the "Merger").
2. F2. At the effective time of the Merger (the "Effective Time"), each share of WBD's Series A common stock, par value $0.01 per share ("Series A Common Stock"), issued and outstanding immediately prior to the Effective Time (except as otherwise provided in the Merger Agreement) was converted into the right to receive an amount in cash equal to $31.0167 (the "Per Share Merger Consideration"), without interest.
3. F3. The total amount beneficially owned reflects a removal from Table I to Table II of Series A Common Stock underlying 33,067 deferred stock units ("DSUs") that have been amended by WBD to provide that such DSUs would be settled solely in cash.
4. F4. Under the Merger Agreement, at the Effective Time, each outstanding deferred stock unit ("DSU") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Series A Common Stock subject to the DSU multiplied by (b) the Per Share Merger Consideration, less applicable withholding taxes, and payable at the same time as the DSU from which it was converted.
5. F5. Each RSU represents a right to receive an amount in cash equivalent to the value of one share of Series A Common Stock upon vesting.
6. F6. On each of June 3, 2025 and June 9, 2026, the Reporting Person was granted a total of 24,000 restricted stock units ("RSUs") and 9,067 RSUs, respectively, which were previously reported in Table I of Form 4 by the Reporting Person. Effective October 2, 2026, WBD amended the terms of such previously granted RSUs (all of which were deferred and are DSUs) to provide that such DSUs would be settled solely in cash. Accordingly, such DSUs are now being reported in Table II of Form 4 as derivative securities.

Key Figures

Per Share Merger Consideration: $31.0167 per share Direct Series A shares disposed: 38,443 shares Spouse-held Series A shares disposed: 3,443 shares +2 more

5 metrics

Per Share Merger Consideration $31.0167 per share Cash consideration for Series A common stock

Direct Series A shares disposed 38,443 shares October 6, 2026

Spouse-held Series A shares disposed 3,443 shares Held indirectly by his spouse; October 6, 2026

Series A shares disposed 59,151 shares October 6, 2026

Deferred stock units 33,067 units Amended effective October 2, 2026, to settle solely in cash

Key Terms

deferred stock unit, Per Share Merger Consideration, Effective Time, withholding taxes

4 terms

deferred stock unit financial

"each outstanding deferred stock unit ("DSU") was cancelled"

A deferred stock unit (DSU) is a promise from a company to give an employee or director the value of a share at a future date, paid in actual shares or cash when certain conditions are met (such as retirement or a set date). Think of it like a gift card that converts to company stock later; it aligns pay with long‑term performance and can affect future share count, compensation expense and potential cash needs, so investors watch DSUs for their impact on dilution and company finances.

Per Share Merger Consideration financial

"the "Per Share Merger Consideration""

Effective Time technical

"At the effective time of the Merger (the "Effective Time")"

The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.

withholding taxes financial

"less applicable withholding taxes"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What cash consideration did WBD shareholders receive in the merger?

Each share of Series A common stock issued and outstanding immediately before the effective time, except as otherwise provided in the merger agreement, was converted into a right to receive $31.0167 in cash, without interest.

How were Samuel A. Di Piazza Jr.'s deferred stock units handled in the WBD merger?

Outstanding deferred stock units were cancelled and converted into cash equal to the number of Series A shares subject to each unit multiplied by the $31.0167 per-share merger consideration, less applicable withholding taxes. The 33,067 previously granted units were amended effective October 2, 2026, to settle solely in cash.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/06/2026 - 08:23 PM Accepted by SEC EDGAR 10/06/2026 - 08:22 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
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hours per response:			0.5

X

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^*

Di Piazza Samuel A Jr.

(Last) (First) (Middle)

230 PARK AVENUE SOUTH

(Street)

NEW YORK NEW YORK 10003

(City) (State) (Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	10/06/2026		D(1)		38,443	D	$31.0167(2)	59,151(3)	D
Series A Common Stock	10/06/2026		D(1)		3,443	D	$31.067(2)	0	I	Spouse
Series A Common Stock	10/06/2026		D(1)		59,151	D	$31.067(4)	0	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
Restricted Stock Units	(5)							(6)	(6)	Series A Common Stock	33,067		33,067	D
Restricted Stock Units	(5)	10/06/2026		D(1)			33,067(4)	(4)	(4)	Series A Common Stock	33,067	(4)	0	D

Explanation of Responses:

1. On October 6, 2026, pursuant to the Agreement and Plan of Merger, dated February 27, 2026 (the "Merger Agreement"), by and among Warner Bros. Discovery, Inc. ("WBD"), Paramount Skydance Corporation ("Paramount") and Prince Sub Inc., a wholly owned subsidiary of Paramount ("Merger Sub"), Merger Sub merged with and into WBD, with WBD surviving as a wholly owned subsidiary of Paramount (the "Merger").

2. At the effective time of the Merger (the "Effective Time"), each share of WBD's Series A common stock, par value $0.01 per share ("Series A Common Stock"), issued and outstanding immediately prior to the Effective Time (except as otherwise provided in the Merger Agreement) was converted into the right to receive an amount in cash equal to $31.0167 (the "Per Share Merger Consideration"), without interest.

3. The total amount beneficially owned reflects a removal from Table I to Table II of Series A Common Stock underlying 33,067 deferred stock units ("DSUs") that have been amended by WBD to provide that such DSUs would be settled solely in cash.

4. Under the Merger Agreement, at the Effective Time, each outstanding deferred stock unit ("DSU") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Series A Common Stock subject to the DSU multiplied by (b) the Per Share Merger Consideration, less applicable withholding taxes, and payable at the same time as the DSU from which it was converted.

5. Each RSU represents a right to receive an amount in cash equivalent to the value of one share of Series A Common Stock upon vesting.

6. On each of June 3, 2025 and June 9, 2026, the Reporting Person was granted a total of 24,000 restricted stock units ("RSUs") and 9,067 RSUs, respectively, which were previously reported in Table I of Form 4 by the Reporting Person. Effective October 2, 2026, WBD amended the terms of such previously granted RSUs (all of which were deferred and are DSUs) to provide that such DSUs would be settled solely in cash. Accordingly, such DSUs are now being reported in Table II of Form 4 as derivative securities.

Remarks:

The foregoing descriptions in notes 1, 2 and 4 are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.

	Tara L. Smith, by power of attorney	10/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)