Warner Bros. Discovery: Zaslav converts 1.5M shares
The merger converted outstanding shares and certain awards into cash rights, while options priced at or above the per-share consideration were cancelled without consideration.
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Form Type
4
Rhea-AI Filing Summary
Warner Bros. Discovery, Inc. (WBD) reported that its merger with Skydance Corporation closed on October 6, 2026: Merger Sub merged into WBD, which survived as Skydance’s wholly owned subsidiary. At the effective time, David Zaslav, WBD’s CEO, disposed of 1,500,000 Series A common shares, each converted into a right to receive $31.01666668 in cash.
His reported award transactions included 1,570,772 vested RSUs converted into cash rights and 3,737,162 unvested PRSUs converted into contingent cash awards subject to vesting conditions. Another 425,986 PRSUs were earned in connection with the merger and converted into contingent cash awards. Options with exercise prices at or above the per-share merger consideration were cancelled for no consideration; vested options below it converted into cash rights based on the excess, less applicable withholding taxes.
Insider Trade Summary
18 transactions reported
Mixed
18 txns
Insider
Zaslav David
Role
Chief Executive Officer & Pres
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option F1, F7 | 1,635,284 | -- | -- |
| Disposition | Employee Stock Option F1, F7 | 1,519,414 | -- | -- |
| Disposition | Employee Stock Option F1, F7 | 1,557,685 | -- | -- |
| Disposition | Employee Stock Option F1, F7 | 1,603,292 | -- | -- |
| Disposition | Employee Stock Option F1, F7 | 1,682,083 | -- | -- |
| Disposition | Employee Stock Option F1, F7, F8 | 1,360,127 | -- | -- |
| Disposition | Employee Stock Option F1, F7, F9 | 1,421,234 | -- | -- |
| Disposition | Employee Stock Option F1, F7, F10 | 1,401,917 | -- | -- |
| Disposition | Employee Stock Option F1, F7, F11 | 1,270,188 | -- | -- |
| Disposition | Employee Stock Option F1, F7, F12 | 1,322,488 | -- | -- |
| Disposition | Employee Stock Option (right to acquire) F1, F7 | 198,132 | -- | -- |
| Disposition | Employee Stock Option F1, F13, F14 | 17,935,634 | -- | -- |
| Disposition | Employee Stock Option (right to acquire) F1, F13, F14 | 3,052,734 | -- | -- |
| Disposition | Series A Common Stock F1, F2 | 1,500,000 | $31.0167 | $46.53M |
| Disposition | Series A Common Stock F1, F3 | 1,570,772 | $31.0167 | $48.72M |
| Disposition | Series A Common Stock F1, F4 | 3,737,162 | $31.0167 | $115.91M |
| Grant/Award | Series A Common Stock F1, F5 | 425,986 | $0.00 | $0.00 |
| Disposition | Series A Common Stock F1, F6 | 425,986 | $31.0167 | $13.21M |
Holdings After Transaction:
Employee Stock Option — 0 contracts (Direct);
Employee Stock Option (right to acquire) — 0 contracts (Direct);
Series A Common Stock — 0 shares (Direct)
Footnotes (14)
- 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").
- 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.
- F3. Under the Merger Agreement, at the Effective Time, each outstanding vested restricted stock unit ("RSU") was cancelled and converted into the right to receive an amount in cash without interest equal to the product of (a) the total number of shares of Series A Common Stock subject to the RSU multiplied by (b) the Per Share Merger Consideration, less applicable withholding taxes.
- F4. Under the Merger Agreement, at the Effective Time, each outstanding unvested performance RSU ("PRSU") that was previously certified upon achievement of the applicable performance metric 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 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.
- 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).
- 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.
- 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.
- F8. This option vests in four equal annual installments beginning on January 1, 2024.
- F9. This option vests in four equal annual installments beginning on January 1, 2025.
- F10. This option vests in three equal annual installments beginning on January 1, 2026.
- F11. This option vests in two equal annual installments beginning on January 1, 2027.
- F12. This option vests 100% on December 31, 2027.
- F13. Under the Merger Agreement, at the Effective Time, each outstanding vested option was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Series A Common Stock subject to the option multiplied by (b) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option, less applicable withholding taxes.
- F14. These options will become exercisable in five equal annual installments beginning on June 12, 2026.
Key Figures
Per Share Merger Consideration: $31.01666668 per share
Series A common shares disposed: 1,500,000 shares
Shares subject to vested RSUs: 1,570,772 shares
+4 more
7 metrics
Per Share Merger Consideration
$31.01666668 per share
Cash consideration for each WBD Series A common share converted at the October 6, 2026 effective time
Series A common shares disposed
1,500,000 shares
Converted into a right to receive cash under the merger terms on October 6, 2026
Shares subject to vested RSUs
1,570,772 shares
Converted into rights to receive cash at the effective time
Shares underlying unvested PRSUs
3,737,162 shares
Converted into contingent cash awards at the effective time
Shares underlying PRSUs earned
425,986 shares
Earned in connection with the merger and converted into contingent cash awards
Shares underlying options disposed
17,935,634 shares
Option exercise price was $10.16 per share; footnote describes cash conversion for outstanding vested options
Shares underlying options disposed
3,052,734 shares
Option exercise price was $28.51 per share; footnote describes cash conversion for outstanding vested options
Key Terms
Per Share Merger Consideration, vested restricted stock unit, performance RSU, Converted Cash Award, +1 more
5 terms
vested restricted stock unit financial
"each outstanding vested restricted stock unit (“RSU”) was cancelled"
performance RSU financial
"each outstanding unvested performance RSU (“PRSU”)"
Converted Cash Award financial
"a contingent right to receive an amount in cash"
double trigger financial
"including “double trigger” termination protection"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What happened to David Zaslav’s WBD options in the merger?
Options with exercise prices at or above the $31.01666668 per-share merger consideration were cancelled for no consideration. Each outstanding vested option below that amount was converted into a cash right based on the number of underlying shares multiplied by the excess over its exercise price, less applicable withholding taxes.
AI-generated analysis. How Rhea-AI works. Not financial advice.
