Warner Bros. Discovery (WBD) CEO granted 1.96M Series A shares

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. Chief Executive Officer and President David Zaslav reported the acquisition of 1,963,465 shares of Series A common stock on January 5, 2026, at a stated price of $0 per share. After this grant, he beneficially owns 8,681,017 shares directly, plus 153 shares held indirectly through his spouse.

According to the footnote, these restricted stock units were granted under his employment agreement dated June 12, 2025 and are intended to make up lost economic value tied to the timing gap between previously disclosed “Signing Stock Options” and “Follow-On Options” described in a Form 8-K filed on January 7, 2026.

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^*

Zaslav David

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer & Pres

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

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	01/05/2026		A		1,963,465(1)	A	$0	8,681,017	D
Series A Common Stock								153	I	Spouse

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. As disclosed by the Issuer in its Current Report on Form 8-K filed on January 7, 2026 (the "Form 8-K"), these restricted stock units were granted to Mr. Zaslav pursuant to his employment agreement dated June 12, 2025, and, as further described in the Form 8-K, are intended to satisfy the Company's requirement to make up lost economic value to Mr. Zaslav due to the time delay between the grant of the "Signing Stock Options" (as defined in the Form 8-K) and the grant of the "Follow-On Options" (as defined in the Form 8-K).

Remarks:

	Tara L. Smith, Attorney-in-Fact	01/07/2026
	** 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 transaction did WBD CEO David Zaslav report on this Form 4?

David Zaslav reported acquiring 1,963,465 shares of Warner Bros. Discovery Series A common stock on January 5, 2026, coded as an acquisition at a stated price of $0 per share.

How many Warner Bros. Discovery (WBD) shares does David Zaslav own after this transaction?

Following the reported grant, David Zaslav beneficially owns 8,681,017 shares of Series A common stock directly and 153 shares indirectly through his spouse.

What is the nature of the equity awarded to WBD CEO David Zaslav?

The footnote explains that the award consists of restricted stock units granted to David Zaslav under his employment agreement dated June 12, 2025.

Why were these restricted stock units granted to the WBD CEO?

The footnote states the units are intended to satisfy the Company’s requirement to make up lost economic value to David Zaslav caused by the time delay between the grant of “Signing Stock Options” and “Follow-On Options” described in a Form 8-K.

Does David Zaslav report any indirect ownership of WBD shares?

Yes. In addition to his direct holdings, the Form 4 shows 153 shares of Series A common stock held indirectly, identified as owned by his spouse.

Which security class is involved in this WBD Form 4 filing?

All reported holdings relate to Series A common stock of Warner Bros. Discovery, Inc., including both the newly acquired shares and the indirect holdings through his spouse.