WBD (WBD) executive Gerhard Zeiler reports tax-withholding share disposition

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. executive Gerhard Zeiler, President, International, reported a tax-related share disposition involving company stock. On March 6, 2026, 35,213 shares of Series A Common Stock were withheld at a price of $27.95 per share to satisfy tax obligations. After this non-market transaction, Zeiler directly holds 637,436 shares of Warner Bros. Discovery common stock, indicating this was a routine tax-withholding event rather than an open-market sale.

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

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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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2026

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	03/06/2026		F		35,213	D	$27.95	637,436	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

Explanation of Responses:

Remarks:

	Tara L. Smith, by power of attorney	03/10/2026
	** 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).
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FAQ

What insider transaction did WBD executive Gerhard Zeiler report on this Form 4?

Gerhard Zeiler reported a tax-withholding disposition of Warner Bros. Discovery stock. On March 6, 2026, 35,213 Series A Common Stock shares were withheld to cover tax liabilities, rather than being sold on the open market as a discretionary trade.

Was the Warner Bros. Discovery (WBD) Form 4 transaction an open-market sale?

No, the WBD Form 4 shows a code F tax-withholding transaction, not an open-market sale. Shares were delivered to satisfy tax obligations, which is a routine administrative event and generally carries less informational value than a voluntary buy or sell.

How many WBD shares were involved in Gerhard Zeiler’s tax-withholding transaction?

The Form 4 reports that 35,213 shares of Warner Bros. Discovery Series A Common Stock were used to pay tax liabilities. The price per share recorded for this tax-withholding event was $27.95, reflecting the value used to determine the number of shares withheld.

How many Warner Bros. Discovery (WBD) shares does Gerhard Zeiler hold after this Form 4 filing?

Following the reported tax-withholding transaction, Gerhard Zeiler directly holds 637,436 shares of Warner Bros. Discovery Series A Common Stock. This remaining position indicates he continues to retain a substantial equity stake in the company after the routine tax-related disposition.

What does transaction code F mean on the WBD Form 4 for Gerhard Zeiler?

Transaction code F on the Form 4 indicates a payment of tax liability by delivering securities. In Zeiler’s case, shares of Warner Bros. Discovery stock were withheld to cover taxes, which is different from a voluntary purchase or sale on the open market.

Is Gerhard Zeiler’s WBD Form 4 transaction considered a buy or a sell?

The filing characterizes the transaction as a tax-withholding disposition rather than a typical buy or sell. Shares were disposed of to pay taxes, so it is recorded as a disposition, but it does not represent an open-market sale decision by the executive.