Warner Bros. Discovery Insider: Wiedenfels Exercises Options, Sells Large Blocks

Rhea-AI Filing Summary

Gunnar Wiedenfels, Chief Financial Officer of Warner Bros. Discovery, Inc. (WBD), reported multiple transactions on 09/15/2025. The filing shows option exercises and contemporaneous open-market sales of Series A common stock executed under a Rule 10b5-1 trading arrangement established March 4, 2025. Specifically, the report records exercises of 131,127 options at a $8.67 exercise price and 177,456 options at a $15.02 exercise price, each resulting in corresponding increases in underlying shares. On the same date, the report records sales of 222,210, 131,127, and 177,456 shares at $19.50 per share. The form lists certain indirect holdings: 14,140 shares held as custodian and 13,045 shares held by spouse. The filing was signed by power of attorney on 09/16/2025.

Positive

• Trades executed under a disclosed Rule 10b5-1 plan, which provides preclearance and reduces likelihood of opportunistic timing
• Option exercises at $8.67 and $15.02 increased owned shares, indicating exercise rather than purely sales of existing holdings
• Filing includes POA signature and explanatory notes, satisfying procedural disclosure requirements

Negative

• Large open-market sales on 09/15/2025 (222,210; 131,127; 177,456 shares) could be perceived negatively by some investors due to scale
• Multiple sizeable transactions on the same date increase share volume transacted by the insider, which may attract market attention
• Filing does not state purpose of sales beyond the 10b5-1 reference (no disclosure on use of proceeds)

Insights

Financial Analyst

TL;DR: Insider exercised options and sold shares under a Rule 10b5-1 plan; net effect is option monetization and share disposition.

The filing documents coordinated option exercises and equal or larger open-market sales executed on 09/15/2025. Exercises occurred at $8.67 and $15.02, while sales were at $19.50, indicating the reporting person realized proceeds above exercise prices. Transactions were executed pursuant to a Rule 10b5-1 plan established March 4, 2025, which frames these trades as preplanned rather than opportunistic. The number of shares transacted (hundreds of thousands per line) is sizable in absolute terms for an individual executive and could modestly increase share supply in the market on the trade date, but the filing does not provide company-level metrics to assess materiality to WBD equity.

Corporate Governance Expert

TL;DR: Transactions follow a disclosed 10b5-1 plan and include exercises plus sales; documentation and POA signature are present.

The report includes explanatory notes referencing the issuer's prior disclosure that the reporting person adopted a Rule 10b5-1 trading arrangement on March 4, 2025, and states the sales were made pursuant to that arrangement. The form includes a power-of-attorney signature dated 09/16/2025, meeting procedural filing requirements. No amendments or additional governance actions are noted. The submission provides clear linkage between option vesting schedules and the reported exercises but contains no statements about use of proceeds or purpose beyond the trading plan reference.

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).

1. Name and Address of Reporting Person^*

Wiedenfels Gunnar

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		S(1)		222,210	D	$19.5	1,141,150	D
Series A Common Stock	09/15/2025		M(1)		131,127	A	$8.67	1,272,277	D
Series A Common Stock	09/15/2025		S(1)		131,127	D	$19.5	1,141,150	D
Series A Common Stock	09/15/2025		M(1)		177,456	A	$15.02	1,318,606	D
Series A Common Stock	09/15/2025		S(1)		177,456	D	$19.5	1,141,150	D
Series A Common Stock								14,140	I	As custodian
Series A Common Stock								13,045	I	By Spouse

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 (right to acquire)	$8.67	09/15/2025		M			131,127	03/01/2025(2)	03/01/2031	Series A Common Stock	131,127	$0	266,229	D
Employee Stock Option (right to acquire)	$15.02	09/15/2025		M			177,456	03/01/2024(3)	03/01/2030	Series A Common Stock	177,456	$0	91,418	D

Explanation of Responses:

1. As previously disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, the Reporting Person entered into a trading arrangement pursuant to Rule 10b5-1 on March 4, 2025. These sales were made pursuant to that trading arrangement.

2. This option vests in three installments (33%, 33%, 34%) beginning on March 1, 2025.

3. This option vests in three installments (33%, 33%, 34%) beginning on March 1, 2024.

Remarks:

	Tara L. Smith, by power of attorney	09/16/2025
	** 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 WBD CFO Gunnar Wiedenfels report on 09/15/2025?

The filing reports option exercises of 131,127 shares at $8.67 and 177,456 shares at $15.02, and open-market sales of 222,210; 131,127; and 177,456 shares at $19.50 per share.

Were these trades by Gunnar Wiedenfels part of a preplanned program?

Yes. The filing states the sales were made pursuant to a Rule 10b5-1 trading arrangement adopted on March 4, 2025.

How many shares does the filing show held indirectly by the reporting person or family?

The filing lists 14,140 shares held as custodian and 13,045 shares held by the reporting person’s spouse.

Who signed the Form 4 and when was it signed?

The Form 4 was signed by Tara L. Smith by power of attorney on 09/16/2025.

Do the transactions show vesting schedules for the exercised options?

Yes. The filing notes the $8.67 option vests in three installments beginning 03/01/2025 and the $15.02 option vests in three installments beginning 03/01/2024.