WBD exec granted 725,792 performance-based shares

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. Chief Revenue & Strategy Officer Bruce Campbell reported stock awards tied to prior performance goals. On 2/24/2026 he acquired 270,728 Series A shares at no cost from a 3/1/2023 performance-based PRSU grant after total shareholder return targets lifted the payout to 199.5% of target. He also acquired 455,064 Series A shares at no cost from a 3/1/2024 PRSU grant after 2024–2025 free cash flow performance was certified at 200% of target. Following these grants, he directly held over 1.5 million Series A shares, with additional indirect holdings reported through a grantor retained annuity trust LLC and a trust for his children.

Insider Trade Summary

Grant/Award: 725,792 shares

Grant/Award 4 txns

Insider Campbell Bruce

Role Chief Rev & Strategy Officer

Type	Security	Shares	Price	Value
Grant/Award	Series A Common Stock	270,728	$0.00	$0.00
Grant/Award	Series A Common Stock	455,064	$0.00	$0.00
holding	Series A Common Stock	--	--	--
holding	Series A Common Stock	--	--	--

Holdings After Transaction: Series A Common Stock — 1,546,204 shares (Direct); Series A Common Stock — 145,418 shares (Indirect, By LLC through grantor retained annuity trust); Series A Common Stock — 209,700 shares (Indirect, By spouse as trustee for children)

Footnotes (2)

1. F1. These shares represent PRSUs originally granted to the reporting person ("RP") on 3/1/2023. On 2/26/2024, based on WBD's 2023 free cash flow performance, the WBD Compensation Committee ("CC") determined that target performance had been achieved and the RP filed a Form 4 reporting 272,088 shares (100% of target) as earned. This 3/1/2023 grant was also subject to a 3-year TSR modifier. On 2/24/2026, based on WBD's TSR performance relative to the S&P 500 M&E Index over the 2023-2025 period, the CC certified that the 3/1/2023 grant should vest at 199.5% of target (for an aggregate of 542,816 shares). This Form 4 is reporting the incremental 270,728 shares as earned.
2. F2. These shares represent PRSUs granted to the RP on 3/1/2024 and were earned based solely on WBD's 2024 and 2025 free cash flow ("FCF") performance in relation to a pre-established target. On 2/24/2026, the CC certified that WBD's 2025 FCF performance was significantly above the established target, resulting in these PRSUs being earned at 200% of target.

FAQ

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

What did Bruce Campbell report in this Warner Bros. Discovery (WBD) Form 4?

Bruce Campbell reported stock awards that increased his holdings of Warner Bros. Discovery Series A Common Stock. He received two large performance-based share grants at no cost after the compensation committee certified that specific free cash flow and total shareholder return targets had been achieved.

How many Warner Bros. Discovery (WBD) shares did Bruce Campbell acquire?

Bruce Campbell acquired 270,728 Series A shares from a 3/1/2023 PRSU grant and 455,064 Series A shares from a 3/1/2024 PRSU grant. Both awards vested at above-target levels, reflecting certified company performance metrics for free cash flow and relative total shareholder return.

What performance metrics triggered Bruce Campbell’s WBD PRSU awards?

The 3/1/2023 PRSUs depended on 2023 free cash flow and a three‑year total shareholder return modifier versus the S&P 500 Media & Entertainment Index. The 3/1/2024 PRSUs were earned solely on 2024 and 2025 free cash flow performance relative to a pre‑established target approved by the compensation committee.

At what levels were Bruce Campbell’s Warner Bros. Discovery PRSUs earned?

The 3/1/2023 grant was certified to vest at 199.5% of target, producing an aggregate 542,816 shares, with this Form 4 showing 270,728 incremental shares. The 3/1/2024 PRSUs were certified at 200% of target, resulting in an additional 455,064 Series A shares being earned.

How did this Form 4 change Bruce Campbell’s WBD share ownership?

After the reported grants, Bruce Campbell directly held 1,546,204 Series A shares. The filing also lists indirect ownership of 145,418 shares through an LLC in a grantor retained annuity trust and 209,700 shares held by his spouse as trustee for their children, reflecting broader family-related holdings.

Were Bruce Campbell’s newly reported WBD shares purchased on the open market?

No, the shares were not open-market purchases. They represent performance-based restricted stock units that vested at no cost per share after Warner Bros. Discovery’s compensation committee certified free cash flow and relative total shareholder return results against predefined targets for the relevant performance periods.

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

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Accepted by SEC EDGAR 02/26/2026 - 07:18 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
Estimated average burden
hours per response:			0.5

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^*

Campbell Bruce

(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 Rev & Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		A		270,728(1)	A	$0	1,091,140	D
Series A Common Stock	02/24/2026		A		455,064(2)	A	$0	1,546,204	D
Series A Common Stock								145,418	I	By LLC through grantor retained annuity trust
Series A Common Stock								209,700	I	By spouse as trustee for children

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. These shares represent PRSUs originally granted to the reporting person ("RP") on 3/1/2023. On 2/26/2024, based on WBD's 2023 free cash flow performance, the WBD Compensation Committee ("CC") determined that target performance had been achieved and the RP filed a Form 4 reporting 272,088 shares (100% of target) as earned. This 3/1/2023 grant was also subject to a 3-year TSR modifier. On 2/24/2026, based on WBD's TSR performance relative to the S&P 500 M&E Index over the 2023-2025 period, the CC certified that the 3/1/2023 grant should vest at 199.5% of target (for an aggregate of 542,816 shares). This Form 4 is reporting the incremental 270,728 shares as earned.

2. These shares represent PRSUs granted to the RP on 3/1/2024 and were earned based solely on WBD's 2024 and 2025 free cash flow ("FCF") performance in relation to a pre-established target. On 2/24/2026, the CC certified that WBD's 2025 FCF performance was significantly above the established target, resulting in these PRSUs being earned at 200% of target.

Remarks:

	Tara L. Smith, Attorney-in-Fact	02/26/2026
	** 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.
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