Warner Bros. Discovery (WBD) HR chief granted 93,717 shares, with tax share disposal

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. reported insider equity activity by Chief People & Culture Officer Amy Girdwood. On March 2, 2026, she acquired 93,717 shares of Series A Common Stock as a grant or award at a stated price of $0.0000 per share, increasing her direct holdings to 1,109,284 shares.

On February 27, 2026, she disposed of 12,032 shares of Series A Common Stock at $28.17 per share in a tax-withholding disposition related to payment of an exercise price or tax liability, leaving a direct balance of 1,015,567 shares after that transaction.

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^*

Girdwood Amy

(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 People & Culture Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		F		12,032	D	$28.17	1,015,567	D
Series A Common Stock	03/02/2026		A		93,717	A	$0	1,109,284	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	03/03/2026
	** 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.

FAQ

What insider transactions did WBD executive Amy Girdwood report on this Form 4?

Amy Girdwood reported one share grant and one tax-related share disposition. She received 93,717 Series A Common shares as a grant and had 12,032 shares withheld to cover an exercise price or tax liability, both as direct ownership transactions.

How many Warner Bros. Discovery (WBD) shares did Amy Girdwood acquire?

She acquired 93,717 shares of Series A Common Stock. The transaction is coded as a grant or award, with a stated price of $0.0000 per share, and increased her directly held position to 1,109,284 shares following that acquisition event.

Why did Amy Girdwood dispose of Warner Bros. Discovery (WBD) shares?

She disposed of 12,032 shares in a tax-withholding transaction. The filing classifies this as payment of an exercise price or tax liability by delivering securities, rather than an open-market sale, at a transaction price of $28.17 per share.

What is Amy Girdwood’s share ownership in WBD after these transactions?

After the grant on March 2, 2026, she held 1,109,284 shares directly. Following the earlier February 27, 2026 tax-withholding disposition, her direct holdings were 1,015,567 shares, as separately reported in connection with that specific transaction.

What do the transaction codes A and F mean in this WBD Form 4?

Code A indicates a grant, award, or other acquisition of securities. Code F indicates payment of an exercise price or tax liability by delivering already-owned shares, which is generally a tax-withholding or exercise-related disposition, not a typical open-market trade.

Are Amy Girdwood’s WBD transactions direct or indirect holdings?

Both transactions involve directly held Series A Common Stock. The Form 4 characterizes her ownership as direct with the ownership code “D” and does not list any separate entity or indirect ownership structure in connection with these reported transactions.