Warner Bros. Discovery: Fisher disposes of 27,673 shares

The director’s shares and stock-unit interests became rights to cash as Warner Bros. Discovery became a wholly owned subsidiary of Skydance Corporation.

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. director Richard W. Fisher reported dispositions on October 6, 2026, when the merger with Skydance Corporation made WBD its wholly owned subsidiary. The 27,673 Series A common shares were converted into a right to receive $31.01666668 in cash per share, without interest. At the effective time, 16,106 deferred stock units and 9,067 vested restricted stock units were canceled and converted into cash based on the same per-share merger consideration, less applicable withholding taxes.

Insider Trade Summary

Disposition: 52,846 shares

Disposition 4 txns

Insider FISHER RICHARD W

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units F6, F1, F7	9,067	--	--
Disposition	Series A Common Stock F1, F2, F3	27,673	$31.0167	$858K
Disposition	Series A Common Stock F1, F4	16,106	$31.0167	$500K
holding	Restricted Stock Units F5, F6	--	--	--

Holdings After Transaction: Restricted Stock Units — 9,067 contracts (Direct); Series A Common Stock — 0 shares (Direct)

Footnotes (7)

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"), Skydance Corporation (f/k/a Paramount Skydance Corporation) ("SKYD") and Prince Sub Inc., a wholly owned subsidiary of SKYD ("Merger Sub"), Merger Sub merged with and into WBD, with WBD surviving as a wholly owned subsidiary of SKYD (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 $31.01666668 (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 9,067 restricted stock units ("RSUs") that have been amended by WBD to provide that such RSUs 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. On June 9, 2026, the Reporting Person was granted a total of 9,067 RSUs, 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 to provide that such RSUs would be settled solely in cash. Accordingly, such RSUs are now being reported in Table II of Form 4 as derivative securities.
6. F6. 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.
7. F7. Under the Merger Agreement, at the Effective Time, each outstanding vested RSU 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 RSU multiplied by (b) the Per Share Merger Consideration, less applicable withholding taxes.

Key Figures

Series A common shares disposed: 27,673 shares Per Share Merger Consideration: $31.01666668 per share Deferred stock units: 16,106 units +1 more

4 metrics

Series A common shares disposed 27,673 shares October 6, 2026; converted into a right to receive cash merger consideration

Per Share Merger Consideration $31.01666668 per share Cash consideration, without interest

Deferred stock units 16,106 units Canceled and converted into cash at the merger’s effective time, less applicable withholding taxes

Vested restricted stock units 9,067 units Canceled and converted into cash at the merger’s effective time, less applicable withholding taxes

Key Terms

Per Share Merger Consideration, deferred stock unit, restricted stock units

3 terms

Per Share Merger Consideration financial

"the Per Share Merger Consideration"

deferred stock unit financial

"each outstanding deferred stock unit"

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.

restricted stock units financial

"9,067 restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

FAQ

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

How many WBD shares did Richard W. Fisher dispose of, and what consideration applied?

Richard W. Fisher, a WBD director, reported disposition of 27,673 Series A common shares on October 6, 2026; each outstanding share was converted into a right to receive $31.01666668 in cash, without interest.

Were Richard W. Fisher’s WBD RSUs changed to cash settlement?

Yes. WBD amended the terms of Fisher’s 9,067 restricted stock units, effective October 2, 2026, so they would be settled solely in cash. Fisher had received the grant on June 9, 2026.

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

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Available on EDGAR 10/06/2026 - 05:41 PM Accepted by SEC EDGAR 10/06/2026 - 05:40 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

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^*

FISHER RICHARD W

(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)		27,673	D	$31.0167(2)	16,106(3)	D
Series A Common Stock	10/06/2026		D(1)		16,106	D	$31.0167(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)							(5)	(5)	Series A Common Stock	9,067		9,067	D
Restricted Stock Units	(6)	10/06/2026		D(1)			9,067(7)	(7)	(7)	Series A Common Stock	9,067	(7)	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"), Skydance Corporation (f/k/a Paramount Skydance Corporation) ("SKYD") and Prince Sub Inc., a wholly owned subsidiary of SKYD ("Merger Sub"), Merger Sub merged with and into WBD, with WBD surviving as a wholly owned subsidiary of SKYD (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 $31.01666668 (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 9,067 restricted stock units ("RSUs") that have been amended by WBD to provide that such RSUs 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. On June 9, 2026, the Reporting Person was granted a total of 9,067 RSUs, 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 to provide that such RSUs would be settled solely in cash. Accordingly, such RSUs are now being reported in Table II of Form 4 as derivative securities.

6. 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.

7. Under the Merger Agreement, at the Effective Time, each outstanding vested RSU 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 RSU multiplied by (b) the Per Share Merger Consideration, less applicable withholding taxes.

Remarks:

The foregoing descriptions in notes 1, 2, 4 and 7 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.
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* Form 4: SEC 1474 (03-26)