Warner Bros. Discovery CFO's 130,546 options canceled

Common shares received $31.01666668 per share, while specified unvested options and equity awards became contingent cash awards with vesting conditions.

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. was the surviving company when Merger Sub merged into it on October 6, 2026, making WBD a wholly owned subsidiary of Skydance Corporation. Chief Financial Officer Gunnar Wiedenfels reported that 41,784 directly held and 14,140 custodian-held Series A shares converted into rights to receive $31.01666668 per share in cash, without interest.

Wiedenfels's 421,941 unvested RSUs and 227,532 certified PRSUs, along with 2,982,465 shares underlying PRSUs that became earned in the merger, converted into contingent cash awards subject to vesting conditions; performance-vesting conditions were rendered inoperative for the PRSUs. Unvested options covering 135,102 shares at $8.67 and 250,924 shares at $11.02 became contingent cash awards. Options covering 130,546 shares at $58.18 were canceled for no consideration. The reported remaining positions were zero for the custodian-held shares and the 135,102-option line.

Insider Trade Summary

9 transactions reported

Mixed 9 txns

Insider Wiedenfels Gunnar

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Disposition	Employee Stock Option F1, F7	130,546	--	--
Disposition	Employee Stock Option (right to acquire) F1, F8, F9	135,102	--	--
Disposition	Employee Stock Option F1, F8, F10	250,924	--	--
Disposition	Series A Common Stock F1, F2	41,784	$31.0167	$1.30M
Disposition	Series A Common Stock F1, F2	14,140	$31.0167	$439K
Disposition	Series A Common Stock F1, F3	421,941	$31.0167	$13.09M
Disposition	Series A Common Stock F1, F4	227,532	$31.0167	$7.06M
Grant/Award	Series A Common Stock F1, F5	2,982,465	$0.00	$0.00
Disposition	Series A Common Stock F1, F6	2,982,465	$31.0167	$92.51M

Holdings After Transaction: Employee Stock Option — 0 contracts (Direct); Employee Stock Option (right to acquire) — 0 contracts (Direct); Series A Common Stock — 0 shares (Indirect, As custodian); Series A Common Stock — 0 shares (Direct)

Footnotes (10)

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. Under the Merger Agreement, at the Effective Time, each outstanding unvested restricted stock unit ("RSU") was cancelled and converted into the contingent right to receive an amount in cash (without interest and subject to applicable withholding taxes) (a "Converted Cash Award") equal in value to the product of (x) the total number of shares of Series A Common Stock subject to such RSU and (y) the Per Share Merger Consideration. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.
4. F4. Under the Merger Agreement, at the Effective Time, each outstanding unvested performance restricted stock unit ("PRSU") that was previously certified upon achievement of the applicable performance metric was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the Per Share Merger Consideration and (y) the total number of shares of Series A Common Stock subject to such PRSU, determined based on the previous certification by the compensation committee of WBD's board of directors. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions (other than performance-vesting conditions rendered inoperative by the Merger) as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.
5. F5. Represents the number of shares of Series A Common Stock underlying unvested PRSUs that became earned in connection with the Merger, determined assuming the achievement of actual performance as of the Effective Time as determined by the compensation committee of WBD's board of directors and extrapolated through the end of the performance period (if greater than target performance).
6. F6. Under the Merger Agreement, at the Effective Time, each outstanding unvested PRSU that became earned in connection with the Merger was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the Per Share Merger Consideration and (y) the total number of shares of Series A Common Stock subject to such PRSU, determined assuming achievement of actual performance as of the Effective Time as determined by the compensation committee of WBD's board of directors and extrapolated through the end of the performance period (if greater than target performance). Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions (other than performance-vesting conditions rendered inoperative by the Merger) as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.
7. F7. Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration.
8. F8. Under the Merger Agreement, at the Effective Time, each outstanding unvested option was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the total number of shares of Series A Common Stock subject to such option and (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.
9. F9. This option vests in three installments (33%, 33%, 34%) beginning on March 1, 2025.
10. F10. This option vests in three installments (33%, 33%, 34%) beginning on March 3, 2026.

Key Figures

Per Share Merger Consideration: $31.01666668 per share Direct Series A shares converted: 41,784 shares Custodian-held Series A shares converted: 14,140 shares +5 more

8 metrics

Per Share Merger Consideration $31.01666668 per share Cash consideration, without interest

Direct Series A shares converted 41,784 shares Gunnar Wiedenfels; October 6, 2026

Custodian-held Series A shares converted 14,140 shares Reported remaining position: zero

Options canceled 130,546 shares underlying options; $58.18 exercise price Canceled for no consideration at the merger's effective time

Unvested options converted to cash awards 135,102 shares; $8.67 exercise price Reported remaining option position: zero

Unvested options converted to cash awards 250,924 shares; $11.02 exercise price Converted into contingent cash awards

Unvested RSUs converted 421,941 shares Converted into contingent cash awards

PRSU shares earned in merger 2,982,465 shares Underlying PRSUs converted into contingent cash awards

Key Terms

Per Share Merger Consideration, Converted Cash Award, double trigger termination protection, performance restricted stock unit, +1 more

5 terms

Per Share Merger Consideration financial

"cash equal to $31.01666668 (the "Per Share Merger Consideration")"

Converted Cash Award financial

"contingent right to receive an amount in cash (a "Converted Cash Award")"

double trigger termination protection technical

"including "double trigger" termination protection"

performance restricted stock unit technical

"unvested performance restricted stock unit ("PRSU")"

vesting conditions technical

"continues to have, and is subject to, the same vesting conditions"

Vesting conditions are the rules that determine when someone earning company stock or stock options actually gains the right to keep or sell them, typically based on staying with the company for a set time or meeting performance targets. Think of it like keys that unlock gradually — some unlock by calendar date, others only after agreed milestones. Investors care because vesting shapes management incentives, the timing of share sales, and the number of shares that can enter the market, which can affect a company's valuation and ownership mix.

FAQ

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

What happened to Gunnar Wiedenfels's WBD Series A shares in the merger?

His 41,784 directly held and 14,140 custodian-held Series A shares converted into rights to receive $31.01666668 per share in cash, without interest. The reported remaining position for the custodian-held shares was zero.

Which of Gunnar Wiedenfels's WBD options were canceled in the merger?

130,546 options with an exercise price of $58.18 were canceled for no consideration because the exercise price was at least the per-share merger consideration. Unvested options covering 135,102 shares at $8.67 and 250,924 shares at $11.02 converted into contingent cash awards.

What vesting terms applied to WBD merger-related cash awards?

Converted Cash Awards for unvested RSUs and certified PRSUs remained subject to the same vesting conditions, including double-trigger termination protection. For PRSUs earned in connection with the merger, performance-vesting conditions were rendered inoperative while the other vesting conditions continued.

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

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Available on EDGAR 10/08/2026 - 04:53 PM Accepted by SEC EDGAR 10/08/2026 - 04:52 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
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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^*

Wiedenfels Gunnar

(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)

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

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)		41,784	D	$31.0167(2)	649,473	D
Series A Common Stock	10/06/2026		D(1)		14,140	D	$31.0167(2)	0	I	As custodian
Series A Common Stock	10/06/2026		D(1)		421,941	D	$31.0167(3)	227,532	D
Series A Common Stock	10/06/2026		D(1)		227,532	D	$31.0167(4)	0	D
Series A Common Stock	10/06/2026		A(1)		2,982,465(5)	A	$0	2,982,465	D
Series A Common Stock	10/06/2026		D(1)		2,982,465	D	$31.0167(6)	0	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	$58.18	10/06/2026		D(1)			130,546	03/01/2022(7)	03/01/2028(7)	Series A Common Stock	130,546	(7)	0	D
Employee Stock Option (right to acquire)	$8.67	10/06/2026		D(1)			135,102	03/01/2025(8)(9)	03/01/2031(8)	Series A Common Stock	135,102	(8)	0	D
Employee Stock Option	$11.02	10/06/2026		D(1)			250,924	03/03/2026(8)(10)	03/03/2032(8)	Series A Common Stock	250,924	(8)	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. Under the Merger Agreement, at the Effective Time, each outstanding unvested restricted stock unit ("RSU") was cancelled and converted into the contingent right to receive an amount in cash (without interest and subject to applicable withholding taxes) (a "Converted Cash Award") equal in value to the product of (x) the total number of shares of Series A Common Stock subject to such RSU and (y) the Per Share Merger Consideration. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.

4. Under the Merger Agreement, at the Effective Time, each outstanding unvested performance restricted stock unit ("PRSU") that was previously certified upon achievement of the applicable performance metric was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the Per Share Merger Consideration and (y) the total number of shares of Series A Common Stock subject to such PRSU, determined based on the previous certification by the compensation committee of WBD's board of directors. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions (other than performance-vesting conditions rendered inoperative by the Merger) as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.

5. Represents the number of shares of Series A Common Stock underlying unvested PRSUs that became earned in connection with the Merger, determined assuming the achievement of actual performance as of the Effective Time as determined by the compensation committee of WBD's board of directors and extrapolated through the end of the performance period (if greater than target performance).

6. Under the Merger Agreement, at the Effective Time, each outstanding unvested PRSU that became earned in connection with the Merger was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the Per Share Merger Consideration and (y) the total number of shares of Series A Common Stock subject to such PRSU, determined assuming achievement of actual performance as of the Effective Time as determined by the compensation committee of WBD's board of directors and extrapolated through the end of the performance period (if greater than target performance). Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions (other than performance-vesting conditions rendered inoperative by the Merger) as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.

7. Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration.

8. Under the Merger Agreement, at the Effective Time, each outstanding unvested option was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the total number of shares of Series A Common Stock subject to such option and (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.

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

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

Remarks:

The foregoing descriptions in notes 1 - 8 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	10/08/2026
	** 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)