Warner Bros. Discovery (WBD) CLO sells 223K shares, covers taxes

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. Chief Legal Officer Priya Aiyar reported two transactions in Series A Common Stock. On March 3, 2026, 14,587 shares were disposed of at $28.20 per share to satisfy tax-withholding obligations, which is not an open-market sale.

On the same date, Aiyar also completed an open-market sale of 223,512 shares at a weighted average price of $28.24 per share, with individual trade prices ranging from $28.17 to $28.36. Following these transactions, Aiyar directly held 919,252 shares of Series A Common Stock.

Insider Trade Summary

Net Seller: 223,512 shares ($6,311,979)

Net Sell 2 txns

Insider Aiyar Priya

Role Chief Legal Officer

Sold 223,512 shs ($6.31M)

Type	Security	Shares	Price	Value
Tax Withholding	Series A Common Stock	14,587	$28.20	$411K
Sale	Series A Common Stock	223,512	$28.24	$6.31M

Holdings After Transaction: Series A Common Stock — 1,142,764 shares (Direct)

Footnotes (1)

1. [object Object]

Form 4 Insider Transactions: What Each Field Means →

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^*

Aiyar Priya

(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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		F		14,587	D	$28.2	1,142,764	D
Series A Common Stock	03/03/2026		S		223,512	D	$28.24(1)	919,252	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:

1. The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $28.17 to $28.36 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.

Remarks:

	Tara L. Smith, by power of attorney	03/05/2026
	** 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 Chief Legal Officer Priya Aiyar report?

Priya Aiyar reported a tax-withholding disposition of 14,587 WBD Series A shares and an open-market sale of 223,512 shares. Both transactions occurred on March 3, 2026, and were disclosed as direct ownership changes in Warner Bros. Discovery stock.

How many Warner Bros. Discovery (WBD) shares did Priya Aiyar sell?

Priya Aiyar sold 223,512 shares of WBD Series A Common Stock in an open-market transaction. The sale used a weighted average price of $28.24 per share, with individual trade prices ranging between $28.17 and $28.36, as disclosed in the filing footnote.

What was the purpose of the smaller WBD share disposition by Priya Aiyar?

The 14,587 WBD shares were disposed of to cover tax-withholding obligations, not as an open-market sale. This type of transaction is reported with code F and reflects payment of tax liability by delivering shares instead of cash to the company or relevant authority.

At what prices were Priya Aiyar’s WBD shares sold on March 3, 2026?

The open-market sale used a weighted average price of $28.24 per WBD share. Individual trades occurred at prices between $28.17 and $28.36, with the filing noting that detailed breakdowns by price level are available upon request from Warner Bros. Discovery.

How many WBD shares does Priya Aiyar own after these transactions?

After the reported March 3, 2026 transactions, Priya Aiyar directly held 919,252 shares of Warner Bros. Discovery Series A Common Stock. This figure reflects her remaining direct ownership following both the tax-withholding share disposition and the larger open-market sale.

What do the transaction codes F and S mean in the WBD Form 4?

Code F indicates shares used to pay tax obligations by delivering stock instead of cash. Code S indicates an open-market or private sale of shares. In this WBD filing, Priya Aiyar reported one F transaction and one S transaction, both in Series A Common Stock.