Warner Bros. Discovery: Noto disposes of 45,306 shares

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. director Anthony Noto reported a disposition to the issuer of 45,306 Series A shares on October 6, 2026, at a reported $31.0167 per share; his reported direct Series A holdings afterward were zero. Under the merger terms, each share issued and outstanding immediately before the Effective Time, except as otherwise provided in the Merger Agreement, converted into a right to $31.01666668 in cash without interest. Noto also reported disposition of 9,067 RSUs, amended for cash-only settlement; outstanding vested RSUs were cancelled and converted to cash less applicable withholding taxes.

Insider Trade Summary

Disposition: 54,373 shares

Disposition 3 txns

Insider Noto Anthony

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units F5, F1, F6	9,067	--	--
Disposition	Series A Common Stock F1, F2, F3	45,306	$31.0167	$1.41M
holding	Restricted Stock Units F4, F5	--	--	--

Holdings After Transaction: Restricted Stock Units — 9,067 contracts (Direct); Series A Common Stock — 0 shares (Direct)

Footnotes (6)

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. The total amount beneficially owned reflects a removal from Table I to Table II of Series A Common Stock underlying 9,067 restricted stock units ("RSUs") that have been amended by WBD to provide that such RSUs would be settled solely in cash.
4. F4. On June 9, 2026, the Reporting Person was granted a total of 9,067 RSUs, 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 to provide that such RSUs would be settled solely in cash. Accordingly, such RSUs are now being reported in Table II of Form 4 as derivative securities.
5. 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.
6. F6. 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 shares disposed to issuer: 45,306 shares Reported transaction price: $31.0167 per share Direct Series A shares after transaction: 0 shares +2 more

5 metrics

Series A shares disposed to issuer 45,306 shares October 6, 2026

Reported transaction price $31.0167 per share Disposition on October 6, 2026

Direct Series A shares after transaction 0 shares Reported following the October 6, 2026 transaction

RSUs reported in disposition 9,067 RSUs Amended to provide for settlement solely in cash

Per Share Merger Consideration $31.01666668 per share Cash consideration under the merger terms

Key Terms

Per Share Merger Consideration, Effective Time, restricted stock units

3 terms

Per Share Merger Consideration financial

"the Per Share Merger Consideration"

Effective Time financial

"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.

restricted stock units financial

"9,067 restricted stock units ("RSUs")"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

FAQ

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

How many WBD shares did director Anthony Noto dispose of?

Anthony Noto reported a disposition to the issuer of 45,306 Series A common shares on October 6, 2026, at a reported $31.0167 per share; his reported direct Series A holdings afterward were zero.

What happened to Anthony Noto’s WBD RSUs in the merger?

WBD amended the terms of Noto’s 9,067 RSUs, effective October 2, 2026, to provide for settlement solely in cash. At the merger’s effective time, each outstanding vested RSU was cancelled and converted into cash based on the shares subject to it multiplied by the per-share merger consideration, less applicable withholding taxes.

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

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Available on EDGAR 10/06/2026 - 08:39 PM Accepted by SEC EDGAR 10/06/2026 - 08:38 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^*

Noto Anthony

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

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)		45,306	D	$31.0167(2)	0(3)	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
Restricted Stock Units(4)	(5)							(4)	(4)	Series A Common Stock	9,067		9,067	D
Restricted Stock Units	(5)	10/06/2026		D(1)			9,067	(6)	(6)	Series A Common Stock	9,067	(6)	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. The total amount beneficially owned reflects a removal from Table I to Table II of Series A Common Stock underlying 9,067 restricted stock units ("RSUs") that have been amended by WBD to provide that such RSUs would be settled solely in cash.

4. On June 9, 2026, the Reporting Person was granted a total of 9,067 RSUs, 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 to provide that such RSUs would be settled solely in cash. Accordingly, such RSUs are now being reported in Table II of Form 4 as derivative securities.

5. 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.

6. 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.

Remarks:

The foregoing descriptions in notes 1, 2 and 6 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	10/06/2026
	** 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)