Gerhard Zeiler of Warner Bros. Discovery (WBD) reports stock award and tax share disposition

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. executive Gerhard Zeiler reported two stock transactions involving Series A Common Stock. He received a grant or award of 117,146 shares on March 2, 2026 at no stated price, increasing his direct holdings. On February 27, 2026, 353,530 shares were disposed of at $28.17 per share to cover tax obligations or exercise costs, described as a tax-withholding disposition rather than an open-market sale.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Zeiler Gerhard

Role President, International

Type	Security	Shares	Price	Value
Grant/Award	Series A Common Stock	117,146	$0.00	--
Tax Withholding	Series A Common Stock	353,530	$28.17	$9.96M

Holdings After Transaction: Series A Common Stock — 1,296,406 shares (Direct)

Footnotes (1)

Form 4 Insider Transactions: What Each Field Means →

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
Estimated average burden
hours per response:			0.5

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^*

Zeiler Gerhard

(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)
	President, International

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		353,530	D	$28.17	1,179,260	D
Series A Common Stock	03/02/2026		A		117,146	A	$0	1,296,406	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 Gerhard Zeiler report on this Form 4?

Gerhard Zeiler reported a stock award and a tax-related share disposition. He acquired 117,146 Series A Common Stock shares as a grant, and 353,530 shares were disposed of at $28.17 per share to satisfy tax or exercise obligations.

Was the WBD Form 4 transaction a stock purchase or sale by Gerhard Zeiler?

The Form 4 shows a grant and a tax-withholding disposition, not open-market trading. One transaction awards 117,146 shares, while another uses 353,530 shares at $28.17 each to cover tax or exercise costs.

How many Warner Bros. Discovery shares did Gerhard Zeiler receive in the reported award?

Gerhard Zeiler received 117,146 shares of Series A Common Stock as a grant or award acquisition. The transaction carried a reported per-share price of $0.00, consistent with equity compensation rather than a market purchase.

What does the tax-withholding disposition mean in the WBD Form 4 filing?

The tax-withholding disposition uses shares to pay taxes or exercise costs instead of cash. In this filing, 353,530 Series A Common Stock shares at $28.17 each were disposed of for that purpose, rather than representing an ordinary open-market sale.

How did these transactions affect Gerhard Zeiler’s WBD share ownership?

After the award transaction, Gerhard Zeiler directly held 1,296,406 Series A Common Stock shares. Following the tax-withholding disposition, his direct ownership was reported at 1,179,260 shares, reflecting both the grant and the shares used for tax or exercise obligations.

What is the role of Gerhard Zeiler at Warner Bros. Discovery, Inc.?

Gerhard Zeiler is identified as an officer of Warner Bros. Discovery, Inc., serving as President, International. His Form 4 filing reports equity compensation and related tax-withholding share dispositions tied to this executive role.