Warner Bros. Discovery: 157K options canceled in merger

Unvested options, RSUs and earned PRSUs were converted into contingent cash awards with award-specific vesting terms.

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. (WBD) merged with Prince Sub Inc. on October 6, 2026, with WBD surviving as a wholly owned subsidiary of Skydance Corporation. Except as provided in the merger agreement, each WBD Series A common share outstanding immediately before the merger converted into a right to receive $31.01666668 in cash per share, without interest.

Chief Legal Officer Priya Aiyar’s 156,827 unvested options were canceled and converted into a contingent cash award based on any excess of the per-share merger consideration over the $11.02 exercise price. Her 897,844 shares underlying unvested RSUs and 948,656 shares underlying earned PRSUs were also canceled and converted into contingent cash awards. RSU awards retained their vesting conditions, including double-trigger termination protection; PRSU performance-vesting conditions were rendered inoperative.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Aiyar Priya

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Disposition	Employee Stock Option F1, F5, F6	156,827	--	--
Disposition	Series A Common Stock F1, F2	897,844	$31.0167	$27.85M
Grant/Award	Series A Common Stock F1, F3	948,656	$0.00	$0.00
Disposition	Series A Common Stock F1, F4	948,656	$31.0167	$29.42M

Holdings After Transaction: Employee Stock Option — 0 contracts (Direct); 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"), 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"). 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.
2. F2. Under the Merger Agreement, at the Effective Time, each outstanding unvested restricted stock unit ("RSU") was cancelled and converted into the contingent right to receive an amount in cash (without interest and subject to applicable withholding taxes) (a "Converted Cash Award") equal in value to the product of (x) the total number of shares of Series A Common Stock subject to such RSU and (y) the Per Share Merger Consideration. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.
3. F3. Represents the number of shares of Series A Common Stock underlying unvested performance restricted stock units ("PRSUs") that became earned in connection with the Merger, determined assuming the achievement of actual performance as of the Effective Time as determined by the compensation committee of WBD's board of directors and extrapolated through the end of the performance period (if greater than target performance).
4. F4. Under the Merger Agreement, at the Effective Time, each outstanding unvested PRSU that became earned in connection with the Merger was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the Per Share Merger Consideration and (y) the total number of shares of Series A Common Stock subject to such PRSU, determined assuming achievement of actual performance as of the Effective Time as determined by the compensation committee of WBD's board of directors and extrapolated through the end of the performance period (if greater than target performance). Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions (other than performance-vesting conditions rendered inoperative by the Merger) as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.
5. F5. Under the Merger Agreement, at the Effective Time, each outstanding unvested option was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the total number of shares of Series A Common Stock subject to such option and (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.
6. F6. This option vests in three installments (33%, 33%, 34%) beginning on March 3, 2026.

Key Figures

Merger consideration per share: $31.01666668 per share Options canceled and converted: 156,827 options Option exercise price: $11.02 per share +3 more

6 metrics

Merger consideration per share $31.01666668 per share For WBD Series A common shares converted at the October 6, 2026 merger effective time

Options canceled and converted 156,827 options Priya Aiyar; October 6, 2026

Option exercise price $11.02 per share Options canceled and converted on October 6, 2026

Shares underlying unvested RSUs 897,844 shares Converted into contingent cash awards at the merger

Shares underlying earned PRSUs 948,656 shares Earned in connection with the merger and converted into contingent cash awards

Shares following option disposition 0 shares Reported after the October 6, 2026 transaction

Key Terms

Converted Cash Award, double trigger, Per Share Merger Consideration, performance restricted stock units

4 terms

Converted Cash Award financial

"converted into the contingent right to receive an amount in cash"

double trigger financial

"including "double trigger" termination protection"

Per Share Merger Consideration financial

"the "Per Share Merger Consideration""

performance restricted stock units financial

"unvested performance restricted stock units ("PRSUs")"

Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.

FAQ

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

What happened to Priya Aiyar’s WBD stock options in the merger?

On October 6, 2026, 156,827 unvested options with an $11.02 exercise price were canceled and converted into a contingent cash award based on any excess of the $31.01666668 per-share merger consideration over the exercise price. The award retained the options’ vesting conditions, including double-trigger termination protection.

How were WBD RSUs and PRSUs treated in the merger?

897,844 shares underlying unvested RSUs and 948,656 shares underlying earned PRSUs were canceled and converted into contingent cash awards. RSU awards retained their vesting conditions, including double-trigger termination protection; PRSU awards retained their other vesting conditions, while performance-vesting conditions were rendered inoperative.

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

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Available on EDGAR 10/08/2026 - 04:45 PM EDT Accepted by SEC EDGAR 10/08/2026 - 04:44 PM EDT 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

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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^*

Aiyar Priya

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

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)		897,844	D	$31.0167(2)	0	D
Series A Common Stock	10/06/2026		A(1)		948,656(3)	A	$0	948,656	D
Series A Common Stock	10/06/2026		D(1)		948,656	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
Employee Stock Option	$11.02	10/06/2026		D(1)			156,827	03/03/2026(5)(6)	03/03/2032(5)	Series A Common Stock	156,827	(5)	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"). 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.

2. Under the Merger Agreement, at the Effective Time, each outstanding unvested restricted stock unit ("RSU") was cancelled and converted into the contingent right to receive an amount in cash (without interest and subject to applicable withholding taxes) (a "Converted Cash Award") equal in value to the product of (x) the total number of shares of Series A Common Stock subject to such RSU and (y) the Per Share Merger Consideration. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.

3. Represents the number of shares of Series A Common Stock underlying unvested performance restricted stock units ("PRSUs") that became earned in connection with the Merger, determined assuming the achievement of actual performance as of the Effective Time as determined by the compensation committee of WBD's board of directors and extrapolated through the end of the performance period (if greater than target performance).

4. Under the Merger Agreement, at the Effective Time, each outstanding unvested PRSU that became earned in connection with the Merger was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the Per Share Merger Consideration and (y) the total number of shares of Series A Common Stock subject to such PRSU, determined assuming achievement of actual performance as of the Effective Time as determined by the compensation committee of WBD's board of directors and extrapolated through the end of the performance period (if greater than target performance). Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions (other than performance-vesting conditions rendered inoperative by the Merger) as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.

5. Under the Merger Agreement, at the Effective Time, each outstanding unvested option was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the total number of shares of Series A Common Stock subject to such option and (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.

6. This option vests in three installments (33%, 33%, 34%) beginning on March 3, 2026.

Remarks:

The foregoing descriptions in notes 1 - 5 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	10/08/2026
	** Signature of Reporting Person	Date
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* Form 4: SEC 1474 (03-26)