Gerhard Zeiler of Warner Bros. Discovery (WBD) awarded 532,400 PRSU shares

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. executive Gerhard Zeiler, President, International, reported acquiring a total of 532,400 shares of Series A Common Stock as performance-based equity awards. The awards carried a price of $0.00 per share, reflecting stock granted rather than purchased on the market.

One tranche of 191,102 shares came from PRSUs originally granted on March 1, 2023. These units were tied to free cash flow and a three-year total shareholder return (TSR) modifier, and were ultimately certified to vest at 199.5% of target, making these shares the incremental amount earned.

The second tranche of 341,298 shares arose from PRSUs granted on March 1, 2024. These units were earned based on 2024 and 2025 free cash flow performance versus a pre-established target, and the compensation committee certified that 2025 free cash flow was significantly above target, causing these PRSUs to be earned at 200% of target.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Zeiler Gerhard

Role President, International

Type	Security	Shares	Price	Value
Grant/Award	Series A Common Stock	191,102	$0.00	--
Grant/Award	Series A Common Stock	341,298	$0.00	--

Holdings After Transaction: Series A Common Stock — 1,191,492 shares (Direct)

Footnotes (1)

These shares represent PRSUs originally granted to the reporting person ("RP") on 3/1/2023. On 2/26/2024, based on WBD's 2023 free cash flow performance, the WBD Compensation Committee ("CC") determined that target performance had been achieved and the RP filed a Form 4 reporting 192,062 shares (100% of target) as earned. This 3/1/2023 grant was also subject to a 3-year TSR modifier. On 2/24/2026, based on WBD's TSR performance relative to the S&P 500 M&E Index over the 2023-2025 period, the CC certified that the 3/1/2023 grant should vest at 199.5% of target (for an aggregate of 383,164 shares). This Form 4 is reporting the incremental 191,102 shares as earned. These shares represent PRSUs granted to the RP on 3/1/2024 and were earned based solely on WBD's 2024 and 2025 free cash flow ("FCF") performance in relation to a pre-established target. On 2/24/2026, the CC certified that WBD's 2025 FCF performance was significantly above the established target, resulting in these PRSUs being earned at 200% of target.

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Form 4 Insider Transactions: What Each Field Means →

02/26/2026 - 07:15 PM

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^*

Zeiler Gerhard

(Last)

(First)

(Middle)

230 PARK AVENUE SOUTH

(Street)

NEW YORK

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)
	President, International

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Common Stock	02/24/2026		A		191,102⁽¹⁾	A	$0	1,191,492	D
Series A Common Stock	02/24/2026		A		341,298⁽²⁾	A	$0	1,532,790	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares represent PRSUs originally granted to the reporting person ("RP") on 3/1/2023. On 2/26/2024, based on WBD's 2023 free cash flow performance, the WBD Compensation Committee ("CC") determined that target performance had been achieved and the RP filed a Form 4 reporting 192,062 shares (100% of target) as earned. This 3/1/2023 grant was also subject to a 3-year TSR modifier. On 2/24/2026, based on WBD's TSR performance relative to the S&P 500 M&E Index over the 2023-2025 period, the CC certified that the 3/1/2023 grant should vest at 199.5% of target (for an aggregate of 383,164 shares). This Form 4 is reporting the incremental 191,102 shares as earned.

2. These shares represent PRSUs granted to the RP on 3/1/2024 and were earned based solely on WBD's 2024 and 2025 free cash flow ("FCF") performance in relation to a pre-established target. On 2/24/2026, the CC certified that WBD's 2025 FCF performance was significantly above the established target, resulting in these PRSUs being earned at 200% of target.

Remarks:

	Tara L. Smith, by power of attorney	02/26/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Warner Bros. Discovery (WBD) report in Gerhard Zeiler’s latest Form 4?

Warner Bros. Discovery reported that executive Gerhard Zeiler acquired performance-based equity awards totaling 532,400 Series A Common Stock shares at $0.00 per share. These awards were earned under previously granted PRSU plans tied to free cash flow and total shareholder return performance targets.

How many Warner Bros. Discovery (WBD) shares did Gerhard Zeiler acquire through PRSUs?

Gerhard Zeiler acquired 532,400 Series A Common Stock shares via performance-based restricted stock units. This consisted of 191,102 shares from a 2023 PRSU grant and 341,298 shares from a 2024 PRSU grant, both earned after the compensation committee certified performance against preset financial targets.

What performance metrics determined Gerhard Zeiler’s 2023 PRSU shares at Warner Bros. Discovery (WBD)?

The 2023 PRSU shares were based on free cash flow performance and a three-year total shareholder return modifier versus the S&P 500 M&E Index. The compensation committee certified the grant at 199.5% of target, resulting in an incremental 191,102 shares being earned and reported on this Form 4.

Why were Gerhard Zeiler’s 2024 PRSUs at Warner Bros. Discovery (WBD) earned at 200% of target?

The 2024 PRSUs were tied solely to 2024 and 2025 free cash flow versus a pre-established target. On February 24, 2026, the compensation committee determined 2025 free cash flow performance was significantly above target, causing these PRSUs to be earned at 200% of target, yielding 341,298 shares.

Did Gerhard Zeiler pay cash to acquire these Warner Bros. Discovery (WBD) shares?

No, the reported acquisitions were performance-based equity awards with a transaction price of $0.00 per share. The shares came from previously granted performance restricted stock units that vested after the compensation committee certified that specified free cash flow and total shareholder return targets had been achieved.