Warner Bros. Discovery converts Zeiler's stock awards

Unvested options, RSUs and PRSUs became contingent cash awards that remain subject to their applicable vesting conditions.

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. President, International Gerhard Zeiler reported equity award cancellations and conversions effective October 6, 2026, when WBD became a wholly owned subsidiary of Skydance Corporation. His 103,922 Series A common shares converted into the right to receive $31.01666668 per share in cash.

Two option awards covering 101,326 shares at an $8.67 exercise price and 188,193 shares at an $11.02 exercise price were cancelled and converted into contingent cash awards based on the excess, if any, of the merger consideration over each exercise price. Unvested RSUs covering 262,864 shares and PRSUs covering 170,650 shares were also converted into contingent cash awards. A further 2,236,849 shares underlying PRSUs became earned in connection with the merger and were converted into a contingent cash award. The converted awards remain subject to their applicable vesting conditions, including double-trigger termination protection.

Insider Trade Summary

7 transactions reported

Mixed 7 txns

Insider Zeiler Gerhard

Role President, International

Type	Security	Shares	Price	Value
Disposition	Employee Stock Option (right to acquire) F1, F7, F8	101,326	--	--
Disposition	Employee Stock Option F1, F7, F9	188,193	--	--
Disposition	Series A Common Stock F1, F2	103,922	$31.0167	$3.22M
Disposition	Series A Common Stock F1, F3	262,864	$31.0167	$8.15M
Disposition	Series A Common Stock F1, F4	170,650	$31.0167	$5.29M
Grant/Award	Series A Common Stock F1, F5	2,236,849	$0.00	$0.00
Disposition	Series A Common Stock F1, F6	2,236,849	$31.0167	$69.38M

Holdings After Transaction: Employee Stock Option (right to acquire) — 0 contracts (Direct); Employee Stock Option — 0 contracts (Direct); Series A Common Stock — 0 shares (Direct)

Footnotes (9)

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. 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.
4. F4. Under the Merger Agreement, at the Effective Time, each outstanding unvested performance restricted stock unit ("PRSU") that was previously certified upon achievement of the applicable performance metric 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 based on the previous certification by the compensation committee of WBD's board of directors. 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. Represents the number of shares of Series A Common Stock underlying unvested 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).
6. F6. 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.
7. F7. 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.
8. F8. This option vests in three installments (33%, 33%, 34%) beginning on March 1, 2025.
9. F9. This option vests in three installments (33%, 33%, 34%) beginning on March 3, 2026.

Key Figures

Series A common shares converted to cash: 103,922 shares Per Share Merger Consideration: $31.01666668 per share Unvested options cancelled: 101,326 shares underlying options +4 more

7 metrics

Series A common shares converted to cash 103,922 shares At the October 6, 2026 merger

Per Share Merger Consideration $31.01666668 per share Cash consideration for Series A common stock

Unvested options cancelled 101,326 shares underlying options Exercise price $8.67 per share

Unvested options cancelled 188,193 shares underlying options Exercise price $11.02 per share

RSUs converted 262,864 shares subject to RSUs Converted into a contingent cash award

PRSUs converted 170,650 shares subject to PRSUs Converted into a contingent cash award

PRSUs earned and converted 2,236,849 shares underlying PRSUs Became earned in connection with the merger

Key Terms

Converted Cash Award, Per Share Merger Consideration, double trigger, restricted stock unit, +1 more

5 terms

Converted Cash Award financial

"converted into the contingent right to receive an amount in cash (a "Converted Cash Award")"

Per Share Merger Consideration financial

"the "Per Share Merger Consideration""

double trigger financial

"including "double trigger" termination protection"

restricted stock unit financial

"outstanding unvested restricted stock unit ("RSU")"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

performance restricted stock unit financial

"outstanding unvested performance restricted stock unit ("PRSU")"

FAQ

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

What happened to Gerhard Zeiler's WBD shares in the merger?

Gerhard Zeiler's 103,922 Series A common shares converted into the right to receive $31.01666668 per share in cash at the October 6, 2026 merger. Warner Bros. Discovery, Inc. became a wholly owned subsidiary of Skydance Corporation.

How were Gerhard Zeiler's WBD unvested awards treated in the merger?

Unvested options, RSUs and PRSUs were cancelled and converted into contingent cash awards. The option awards covered 101,326 shares at an $8.67 exercise price and 188,193 shares at an $11.02 exercise price; their award values were based on the excess, if any, of the merger consideration over the applicable exercise price. Converted awards remained subject to their applicable vesting conditions, including double-trigger termination protection.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 10/08/2026 - 04:54 PM Accepted by SEC EDGAR 10/08/2026 - 04:53 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^*

Zeiler Gerhard

(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)
	President, International

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)		103,922	D	$31.0167(2)	433,514	D
Series A Common Stock	10/06/2026		D(1)		262,864	D	$31.0167(3)	170,650	D
Series A Common Stock	10/06/2026		D(1)		170,650	D	$31.0167(4)	0	D
Series A Common Stock	10/06/2026		A(1)		2,236,849(5)	A	$0	2,236,849	D
Series A Common Stock	10/06/2026		D(1)		2,236,849	D	$31.0167(6)	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 (right to acquire)	$8.67	10/06/2026		D(1)			101,326	02/25/2025(7)(8)	03/01/2031(7)	Series A Common Stock	101,326	(7)	0	D
Employee Stock Option	$11.02	10/06/2026		D(1)			188,193	03/03/2026(7)(9)	03/03/2032(7)	Series A Common Stock	188,193	(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. 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.

4. Under the Merger Agreement, at the Effective Time, each outstanding unvested performance restricted stock unit ("PRSU") that was previously certified upon achievement of the applicable performance metric 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 based on the previous certification by the compensation committee of WBD's board of directors. 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. Represents the number of shares of Series A Common Stock underlying unvested 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).

6. 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.

7. 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.

8. This option vests in three installments (33%, 33%, 34%) beginning on March 1, 2025.

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

Remarks:

The foregoing descriptions in notes 1 - 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	10/08/2026
	** 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)