Warner Bros. Discovery: Lee disposes of 26,700 shares
Merger terms set cash consideration at $31.01666668 per outstanding Series A share, subject to exceptions in the Merger Agreement.
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Form Type
4
Rhea-AI Filing Summary
Warner Bros. Discovery, Inc. director Debra L. Lee reported dispositions on October 6, 2026, when the merger made WBD a wholly owned subsidiary of Skydance Corporation. The transactions included 26,700 and 16,106 shares of Series A common stock, each reported at $31.0167 per share. Under the merger terms, each outstanding share converted into a right to receive $31.01666668 in cash, without interest, except as otherwise provided in the Merger Agreement.
Lee also reported the cancellation for cash of 24,000 deferred stock units and 9,067 vested restricted stock units, subject to applicable withholding taxes. A separate direct RSU derivative holding entry lists 33,067 underlying Series A shares.
Insights
Analyzing...
Insider Trade Summary
Disposition: 75,873 shares
Disposition
5 txns
Insider
LEE DEBRA L
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units F5, F1, F4 | 24,000 | -- | -- |
| Disposition | Restricted Stock Units F5, F1, F7 | 9,067 | -- | -- |
| Disposition | Series A Common Stock F1, F2, F3 | 26,700 | $31.0167 | $828K |
| Disposition | Series A Common Stock F1, F4 | 16,106 | $31.0167 | $500K |
| holding | Restricted Stock Units F5, F6 | -- | -- | -- |
Holdings After Transaction:
Restricted Stock Units — 33,067 contracts (Direct);
Series A Common Stock — 0 shares (Direct)
Footnotes (7)
- 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").
- 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.
- F3. The total amount beneficially owned reflects a removal from Table I to Table II of Series A Common Stock underlying 24,000 deferred stock units ("DSUs") and 9,067 restricted stock units ("RSUs") that have been amended by WBD to provide that such DSUs and RSUs would be settled solely in cash.
- 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.
- F5. 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.
- F6. On each of June 3, 2025 and June 9, 2026, the Reporting Person was granted a total of 24,000 RSUs and 9,067 RSU, respectively, 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 (including 24,000 of which were deferred and are DSUs) to provide that such RSUs and DSUs would be settled solely in cash. Accordingly, such DSUs and RSUs are now being reported in Table II of Form 4 as derivative securities.
- 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 stock disposed: 26,700 shares
Series A common stock disposed: 16,106 shares
Reported transaction price: $31.0167 per share
+4 more
7 metrics
Series A common stock disposed
26,700 shares
October 6, 2026 transaction
Series A common stock disposed
16,106 shares
October 6, 2026 transaction
Reported transaction price
$31.0167 per share
Series A common stock transaction rows
Deferred stock units canceled
24,000 units
October 6, 2026 merger transaction
Vested restricted stock units canceled
9,067 units
October 6, 2026 merger transaction
Per Share Merger Consideration
$31.01666668 per share
Cash consideration for each outstanding Series A share, subject to the Merger Agreement
Underlying shares in direct RSU derivative holding entry
33,067 shares
Series A common stock
Key Terms
Per Share Merger Consideration, Effective Time, deferred stock unit, restricted stock unit
4 terms
Effective Time technical
"At the Effective Time"
The exact clock time when a regulatory filing, approval, or corporate action formally becomes legally active; from that moment the change is binding and can be acted on. Investors care because the effective time marks when ownership, rights, trading rules, or new securities take effect — like a light switch turning on a contract or transaction — which determines when risks, benefits and market reactions begin.
deferred stock unit financial
"each outstanding deferred stock unit ("DSU") was cancelled"
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 unit financial
"9,067 restricted stock units"
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What happened to Debra L. Lee’s WBD stock units in the merger?
The merger canceled 24,000 deferred stock units and 9,067 vested restricted stock units and converted them into cash rights. The amounts were based on the applicable units multiplied by the $31.01666668 per-share merger consideration, less applicable withholding taxes; the DSU terms state that cash is payable at the same time as the DSU was converted.
AI-generated analysis. How Rhea-AI works. Not financial advice.
