STOCK TITAN

Warner Bros. Discovery (WBD) CEO Zaslav sells 968K shares after exercising options

(Very High)
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. Chief Executive Officer & President David Zaslav reported exercising stock options and selling common shares. He exercised 873,266 Employee Stock Options at an exercise price of $10.16 per share into Series A common stock and sold 968,172 Series A shares on August 13–14, 2026 at weighted average prices around $28 per share. The filing states these sales were made pursuant to a Rule 10b5-1 trading arrangement entered into on March 12, 2026. The exercised options were part of a 20,898,776-option grant dated June 12, 2025 under Mr. Zaslav's employment agreement, vesting in five equal annual installments beginning June 12, 2026, with performance-based stock price hurdles for 60% of the options already satisfied.

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Insights

Analyzing...

Insider Zaslav David
Role Chief Executive Officer & Pres
Sold 968,172 shs ($27.12M)
Approx. gross sale proceeds $27.12M
Approx. exercise cost $8.87M
Type Security Shares Price Value
Exercise Employee Stock Option F1, F4 194,999 $0.00 $0.00
Exercise Series A Common Stock F1 194,999 $10.16 $1.98M
Sale Series A Common Stock F1, F3 194,999 $28.02 $5.46M
Exercise Employee Stock Option F1, F4 678,267 $0.00 $0.00
Sale Series A Common Stock F1 94,906 $28.00 $2.66M
Exercise Series A Common Stock F1 678,267 $10.16 $6.89M
Sale Series A Common Stock F1, F2 678,267 $28.01 $19.00M
Holdings After Transaction: Employee Stock Option — 17,935,634 shares (Direct); Series A Common Stock — 6,807,934 shares (Direct)
Footnotes (4)
  1. F1. As previously disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, the Reporting Person entered into a trading arrangement pursuant to Rule 10b5-1 on March 12, 2026. These sales were made pursuant to that trading arrangement.
  2. F2. The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $28.00 to $28.07 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
  3. F3. The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $28.00 to $28.15 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
  4. F4. Options reported herein were part of a grant made on 6/12/2025 pursuant to Mr. Zaslav's Employment Agreement dated 6/12/2025, as amended on 11/7/2025 ("2025 EA"). The total grant consisted of 20,898,776 options exercisable in five equal annual installments beginning on 6/12/2026. Because the performance-based stock price hurdles that were applicable to 60% of such options were satisfied prior to the date hereof, all options pursuant to such grant are subject only to the foregoing time-based vesting schedule.
Shares sold 968,172 shares Total Series A common shares sold on August 13–14, 2026
Options exercised 873,266 shares Employee Stock Options exercised into Series A common stock
Option exercise price $10.16 per share Exercise price for the Employee Stock Options exercised
Sale prices range $28.00–$28.15 per share Weighted-average sale price ranges from transaction footnotes
2025 option grant size 20,898,776 options Total options granted to David Zaslav on June 12, 2025
Performance-based portion 60% of options Portion of 2025 grant with stock price hurdles already satisfied
Vesting schedule 5 equal annual installments Vesting for 20,898,776-option grant beginning June 12, 2026
Rule 10b5-1 plan date March 12, 2026 Date Zaslav entered into the trading arrangement
Rule 10b5-1 trading arrangement regulatory
"entered into a trading arrangement pursuant to Rule 10b5-1 on March 12, 2026"
weighted average price financial
"The price reported represents the weighted average price of shares of Series A common stock"
Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.
Employee Stock Option financial
"Options reported herein were part of a grant made on 6/12/2025"
An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.
performance-based stock price hurdles financial
"Because the performance-based stock price hurdles that were applicable to 60% of such options"
time-based vesting schedule financial
"all options pursuant to such grant are subject only to the foregoing time-based vesting schedule"

FAQ

What did WBD CEO David Zaslav report in this Form 4 filing?

David Zaslav reported exercising 873,266 stock options at $10.16 per share and selling 968,172 Series A common shares on August 13–14, 2026, at weighted average prices around $28 per share, under a pre-established Rule 10b5-1 trading plan.

How many Warner Bros. Discovery (WBD) shares did David Zaslav sell?

David Zaslav sold a total of 968,172 shares of Series A common stock. The sales occurred on August 13–14, 2026, at weighted average prices near $28 per share, as described in the Form 4 and related pricing footnotes.

Were the WBD stock sales by David Zaslav under a Rule 10b5-1 plan?

Yes. The filing states Zaslav entered into a Rule 10b5-1 trading arrangement on March 12, 2026, and the reported sales on August 13–14, 2026 were made pursuant to that pre-arranged trading plan.

At what price did David Zaslav exercise his WBD stock options?

He exercised Employee Stock Options covering 873,266 shares of Series A common stock at an exercise price of $10.16 per share. These options were originally granted on June 12, 2025 under his employment agreement.

What is the size and vesting schedule of David Zaslav’s 2025 WBD option grant?

The 2025 grant totals 20,898,776 stock options, exercisable in five equal annual installments beginning June 12, 2026. The company notes that performance-based stock price hurdles for 60% of these options were already satisfied, leaving time-based vesting as the condition.

What sale prices are disclosed for David Zaslav’s WBD share sales?

The Form 4 reports weighted average prices around $28.00–$28.15 per share, with specific lines at $28.00, $28.01, and $28.02. Footnotes explain that shares were sold in multiple transactions within these price ranges.

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SEC Form 4
FORM 4UNITED 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).
X
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 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)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer & Pres
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Series A Common Stock08/13/2026S(1)94,906D$286,807,934D
Series A Common Stock08/13/2026M(1)678,267A$10.167,486,201D
Series A Common Stock08/13/2026S(1)678,267D$28.01(2)6,807,934D
Series A Common Stock08/14/2026M(1)194,999A$10.167,002,933D
Series A Common Stock08/14/2026S(1)194,999D$28.02(3)6,807,934D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option$10.1608/13/2026M(1)678,26706/12/2026(4)06/12/2032Series A Common Stock678,267$018,130,633D
Employee Stock Option$10.1608/14/2026M(1)194,99906/12/2026(4)06/12/2032Series A Common Stock194,999$017,935,634D
Explanation of Responses:
1. As previously disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, the Reporting Person entered into a trading arrangement pursuant to Rule 10b5-1 on March 12, 2026. These sales were made pursuant to that trading arrangement.
2. The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $28.00 to $28.07 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
3. The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $28.00 to $28.15 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
4. Options reported herein were part of a grant made on 6/12/2025 pursuant to Mr. Zaslav's Employment Agreement dated 6/12/2025, as amended on 11/7/2025 ("2025 EA"). The total grant consisted of 20,898,776 options exercisable in five equal annual installments beginning on 6/12/2026. Because the performance-based stock price hurdles that were applicable to 60% of such options were satisfied prior to the date hereof, all options pursuant to such grant are subject only to the foregoing time-based vesting schedule.
Remarks:
Tara L. Smith, Attorney-in-Fact08/14/2026
** Signature of Reporting PersonDate
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)