Warner Bros. Discovery: Gould disposes of 117,198 shares
Under the merger agreement, eligible Series A common shares converted into cash rights at $31.01666668 per share, without interest.
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Form Type
4
Rhea-AI Filing Summary
Warner Bros. Discovery, Inc. director Paul A. Gould reported dispositions to the issuer on October 6, 2026, including 117,198 and 103,159 Series A common shares, each at a reported price of $31.0167 per share. The dispositions occurred as WBD merged with Merger Sub, a wholly owned subsidiary of Skydance Corporation; WBD survived as a wholly owned subsidiary of Paramount. Under the merger agreement, each eligible outstanding Series A share converted into the right to receive $31.01666668 in cash, without interest.
Gould also reported dispositions of 24,000 deferred stock units and 9,067 restricted stock units, which were converted into cash rights under the merger agreement. Restricted stock units representing 33,067 underlying Series A shares are also listed. No Rule 10b5-1 plan is reported.
Insights
Analyzing...
Insider Trade Summary
Disposition: 253,424 shares
Disposition
5 txns
Insider
GOULD PAUL A
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units F6, F1, F4 | 24,000 | -- | -- |
| Disposition | Restricted Stock Units F6, F1, F7 | 9,067 | -- | -- |
| Disposition | Series A Common Stock F1, F2, F3 | 117,198 | $31.0167 | $3.64M |
| Disposition | Series A Common Stock F1, F4 | 103,159 | $31.0167 | $3.20M |
| 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 Paramount (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. 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.
- F6. 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.
- 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 shares disposed: 117,198 shares
Series A common shares disposed: 103,159 shares
Reported price per share: $31.0167 per share
+3 more
6 metrics
Series A common shares disposed
117,198 shares
Reported transaction on October 6, 2026
Series A common shares disposed
103,159 shares
Reported transaction on October 6, 2026
Reported price per share
$31.0167 per share
Reported for the Series A common stock dispositions
Merger consideration per share
$31.01666668 per share
Cash consideration under the merger agreement, without interest
Deferred stock units disposed
24,000 units
Converted into a cash right under the merger agreement
Restricted stock units disposed
9,067 units
Converted into a cash right under the merger agreement
Key Terms
Effective Time, deferred stock unit (DSU), restricted stock unit (RSU), Per Share Merger Consideration
4 terms
Effective Time technical
"At the effective time of the Merger (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 (DSU) financial
"each outstanding deferred stock unit ("DSU") was cancelled"
restricted stock unit (RSU) financial
"each outstanding vested RSU was cancelled"
A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How were Paul A. Gould's WBD stock units treated in the merger?
WBD amended the terms of the previously granted 24,000 deferred stock units and 9,067 restricted stock units, effective October 2, 2026, so they would be settled solely in cash. Under the merger agreement, each outstanding deferred stock unit was canceled for a cash right, less applicable withholding taxes; each outstanding vested restricted stock unit was canceled for a cash right, also less applicable withholding taxes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
