Warner Bros. Discovery (WBD) CLO sells 98,651 shares after option exercise

Rhea-AI Filing Summary

Warner Bros. Discovery Chief Legal Officer Priya Aiyar reported an option exercise and share sales. She exercised employee stock options covering 77,243 shares of Series A Common Stock at $11.02 per share, then sold a total of 98,651 shares in open-market transactions at $27.85 per share. After these trades, she directly owns 897,844 shares of Series A Common Stock. The exercised option was part of a grant that vests in three installments beginning on March 3, 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

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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^*

Aiyar Priya

(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)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		S		21,408	D	$27.85	897,844	D
Series A Common Stock	03/10/2026		M		77,243	A	$11.02	975,087	D
Series A Common Stock	03/10/2026		S		77,243	D	$27.85	897,844	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
Employee Stock Option	$11.02	03/10/2026		M			77,243	03/03/2026(1)	03/03/2032	Series A Common Stock	77,243	$0	156,827	D

Explanation of Responses:

1. This option vests in three installments (33%, 33%, 34%) beginning on March 3, 2026.

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.
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FAQ

What insider transactions did Warner Bros. Discovery (WBD) report for Priya Aiyar?

Warner Bros. Discovery’s Chief Legal Officer Priya Aiyar exercised employee stock options for 77,243 shares at $11.02 and sold 98,651 shares of Series A Common Stock in open-market transactions at $27.85 per share, according to the Form 4 filing.

How many Warner Bros. Discovery (WBD) shares did Priya Aiyar sell and at what price?

Priya Aiyar sold 98,651 shares of Warner Bros. Discovery Series A Common Stock. The reported sales were open-market transactions at a price of $27.85 per share, as disclosed in the Form 4 insider trading report.

What stock options did Priya Aiyar exercise at Warner Bros. Discovery (WBD)?

She exercised employee stock options covering 77,243 underlying shares of Series A Common Stock at an exercise price of $11.02 per share. The option grant vests in three installments of 33%, 33% and 34% beginning on March 3, 2026.

How many Warner Bros. Discovery (WBD) shares does Priya Aiyar own after the reported transactions?

Following the reported option exercise and share sales, Priya Aiyar directly owns 897,844 shares of Warner Bros. Discovery Series A Common Stock. This figure reflects her direct holdings after completing all the Form 4 transactions on the reported date.

What is the vesting schedule for Priya Aiyar’s Warner Bros. Discovery (WBD) stock option?

The employee stock option referenced in the filing vests in three installments of 33%, 33% and 34%. Vesting begins on March 3, 2026, meaning the grant becomes exercisable over time according to this schedule, as disclosed in the footnote.

Was Priya Aiyar’s Warner Bros. Discovery (WBD) transaction an open-market sale?

Yes. The Form 4 identifies her Series A Common Stock transactions with the code “S,” describing them as sales in open-market or private transactions. The reported sale price for these trades was $27.85 per share on the transaction date.