WBD (WBD) CEO Zaslav granted over 4M performance-based shares, tax withheld

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. reported that Chief Executive Officer David Zaslav acquired large equity awards in the form of Series A Common Stock on February 24, 2026. He received 2,094,242 shares from 2025 annual performance-based restricted stock units and 2,006,982 shares from 2025 supplemental performance-based restricted stock units.

These awards were earned after the compensation committee certified that 2025 strategic objectives and free cash flow performance had been achieved and exceeded pre-established targets. To cover related tax withholding obligations, the company withheld 803,005 shares and 774,460 shares at a price of $29.15 per share.

Following these transactions, Zaslav directly owned 11,204,776 shares of Series A Common Stock, with an additional 153 shares held indirectly through his spouse.

Insights

Equity compensation analyst

Large performance-based stock awards were earned, with shares withheld for taxes, leaving CEO ownership higher overall.

The transactions show David Zaslav earning substantial performance-based restricted stock tied to 2025 free cash flow and strategic goals. Awards of 2,094,242 and 2,006,982 shares were triggered after the compensation committee certified that 2025 targets were achieved and exceeded.

Shares totaling 803,005 and 774,460 were withheld at $29.15 per share to satisfy tax obligations, a common non-market mechanism. After these events on February 24, 2026, his direct holdings rose to 11,204,776 shares. As compensation-driven, non-cash transactions, the information is notable but not clearly thesis-changing.

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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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^*

Zaslav David

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer & Pres

3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026

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	02/24/2026		A		2,094,242(1)	A	$0	10,775,259	D
Series A Common Stock	02/24/2026		F		803,005(2)	D	$29.15	9,972,254	D
Series A Common Stock	02/24/2026		A		2,006,982(3)	A	$0	11,979,236	D
Series A Common Stock	02/24/2026		F		774,460(4)	D	$29.15	11,204,776	D
Series A Common Stock								153	I	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

Explanation of Responses:

1. These shares represent the annual performance-based restricted stock units granted to Mr. Zaslav in March 2025 ("2025 Annual PRSUs") and were earned based on his achievement of certain individual strategic objectives and WBD's 2025 free cash flow ("FCF") performance in relation to a pre-established target. On February 24, 2026, the WBD Compensation Committee certified that the 2025 strategic and financial objectives had been achieved and exceeded.

2. These shares represent shares that were withheld by the Company to satisfy its tax withholding obligations with respect to the 2025 Annual PRSUs.

3. These shares represent performance-based restricted stock units granted to Mr. Zaslav in March 2025 ("2025 Supplemental PRSUs") and were earned based solely on WBD's 2025 free cash flow ("FCF") performance in relation to a pre-established target. On February 24, 2026, the WBD Compensation Committee certified that WBD's 2025 FCF performance had exceeded the pre-established target.

4. These shares represent shares that were withheld by the Company to satisfy its tax withholding obligations with respect to the 2025 Supplemental PRSUs.

Remarks:

	Tara L. Smith, Attorney-in-Fact	02/26/2026
	** 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 did WBD CEO David Zaslav report in his latest Form 4 for WBD?

David Zaslav reported earning large performance-based stock awards in Warner Bros. Discovery Series A Common Stock. He received over 2.0 million shares from 2025 annual PRSUs and another 2.0 million from 2025 supplemental PRSUs after 2025 targets were certified as exceeded.

How many Warner Bros. Discovery shares did David Zaslav acquire through performance awards?

He acquired 2,094,242 shares from 2025 annual performance-based RSUs and 2,006,982 shares from 2025 supplemental performance-based RSUs. Both grants vested after the compensation committee confirmed that 2025 strategic objectives and free cash flow performance exceeded pre-established targets.

Why were some WBD shares disposed of in David Zaslav’s Form 4 filing?

The filing shows dispositions of 803,005 and 774,460 shares at $29.15 per share. These shares were withheld by Warner Bros. Discovery to satisfy tax withholding obligations related to the vesting of the 2025 annual and supplemental performance-based restricted stock units.

What performance metrics determined David Zaslav’s 2025 PRSU awards at WBD?

The 2025 annual PRSUs depended on individual strategic objectives and 2025 free cash flow versus a pre-set target. The 2025 supplemental PRSUs were earned solely on 2025 free cash flow performance, which the compensation committee certified had exceeded the pre-established target on February 24, 2026.

How many WBD shares does David Zaslav own after these Form 4 transactions?

After the reported transactions, David Zaslav directly owned 11,204,776 shares of Warner Bros. Discovery Series A Common Stock. The filing also shows an additional 153 shares held indirectly through his spouse, reflecting a small separate indirect ownership position.

Were David Zaslav’s WBD share disposals open-market sales?

No, the reported disposals were coded as tax-withholding transactions, not open-market sales. Shares totaling 803,005 and 774,460 were withheld by Warner Bros. Discovery to cover tax obligations tied to the vesting of his 2025 performance-based restricted stock unit awards.