Warner Bros. Discovery: Yang disposes of 77,946 shares

Common shares converted into rights to $31.01666668 each; DSUs and RSUs converted into cash rights subject to applicable withholding taxes.

Rhea-AI Filing Summary

Warner Bros. Discovery, Inc. reported merger-related dispositions associated with director Geoffrey Y. Yang on October 6, 2026, when WBD became a wholly owned subsidiary of Skydance Corporation. The reported dispositions included 77,946 Series A common shares held directly, 98,285 shares held indirectly through limited partnerships, and a separate 16,106-share entry tied to deferred-stock-unit settlement. Common shares converted into rights to receive $31.01666668 per share. The merger also cancelled 24,000 deferred stock units and 9,067 vested restricted stock units for cash settlement, less applicable withholding taxes.

Insider Trade Summary

Disposition: 225,404 shares

Disposition 6 txns

Insider YANG GEOFFREY Y

Role Director

Type	Security	Shares	Price	Value
Disposition	Restricted Stock Units F7, F1, F5	24,000	--	--
Disposition	Restricted Stock Units F7, F1, F8	9,067	--	--
Disposition	Series A Common Stock F1, F2, F3	77,946	$31.0167	$2.42M
Disposition	Series A Common Stock F1, F2, F4	98,285	$31.0167	$3.05M
Disposition	Series A Common Stock F1, F5	16,106	$31.0167	$500K
holding	Restricted Stock Units F6, F7	--	--	--

Holdings After Transaction: Restricted Stock Units — 33,067 contracts (Direct); Series A Common Stock — 0 shares (Indirect, By limited partnerships); Series A Common Stock — 0 shares (Direct)

Footnotes (8)

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. The total amount beneficially owned reflects a removal from Table I to Table II of Series A Common Stock underlying 24,000 deferred stock units ("DSUs") and 9,067 restricted stock units ("RSUs") that have been amended by WBD to provide that such DSUs and RSUs would be settled solely in cash.
4. F4. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.
5. F5. Under the Merger Agreement, at the Effective Time, each outstanding deferred stock unit ("DSU") 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 DSU multiplied by (b) the Per Share Merger Consideration, less applicable withholding taxes, and payable at the same time as the DSU from which it was converted.
6. F6. On each of June 3, 2025 and June 9, 2026, the Reporting Person was granted a total of 24,000 RSUs and 9,067 RSU, respectively, which were previously reported in Table I of Form 4 by the Reporting Person. Effective October 2, 2026, WBD amended the terms of such previously granted RSUs (including 24,000 of which were deferred and are DSUs) to provide that such RSUs and DSUs would be settled solely in cash. Accordingly, such DSUs and RSUs are now being reported in Table II of Form 4 as derivative securities.
7. F7. Each RSU represents a right to receive an amount in cash equivalent to the value of one share of Series A Common Stock upon vesting.
8. F8. Under the Merger Agreement, at the Effective Time, each outstanding vested 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.

Key Figures

Direct Series A common shares disposed: 77,946 shares Series A common shares held indirectly through limited partnerships: 98,285 shares Separate Series A common shares disposition: 16,106 shares +4 more

7 metrics

Direct Series A common shares disposed 77,946 shares Reported October 6, 2026

Series A common shares held indirectly through limited partnerships 98,285 shares Reported October 6, 2026

Separate Series A common shares disposition 16,106 shares Reported with a deferred-stock-unit cash-settlement footnote

Per Share Merger Consideration $31.01666668 per share Cash consideration under the merger terms

Deferred stock units 24,000 units Cancelled for cash settlement

Vested restricted stock units 9,067 units Cancelled for cash settlement

Underlying Series A shares linked to direct RSUs 33,067 shares Direct restricted-stock-unit holding entry

Key Terms

Per Share Merger Consideration, deferred stock unit (DSU), restricted stock unit (RSU), pecuniary interest

4 terms

Per Share Merger Consideration financial

"the “Per Share Merger Consideration”"

deferred stock unit (DSU) financial

"deferred stock unit ("DSU")"

restricted stock unit (RSU) financial

"restricted stock unit ("RSU")"

A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.

pecuniary interest regulatory

"except to the extent of his pecuniary interest therein"

FAQ

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

What WBD shares did Geoffrey Y. Yang report as disposed of?

Geoffrey Y. Yang reported dispositions of 77,946 Series A common shares held directly and 98,285 shares held indirectly through limited partnerships; a separate entry lists 16,106 shares tied to deferred-stock-unit settlement.

What cash consideration did WBD common shares receive in the merger?

Each Series A common share converted into the right to receive $31.01666668 in cash, without interest. Deferred stock units and vested restricted stock units were also cancelled for cash settlement, less applicable withholding taxes.

How were WBD DSUs and RSUs settled?

24,000 deferred stock units and 9,067 vested restricted stock units were cancelled and converted into cash rights based on the underlying shares multiplied by $31.01666668 per share, less applicable withholding taxes. The DSU payment was payable at the same time as the corresponding DSU conversion.

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

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Available on EDGAR 10/06/2026 - 08:40 PM Accepted by SEC EDGAR 10/06/2026 - 08:40 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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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^*

YANG GEOFFREY Y

(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)

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

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)		77,946	D	$31.0167(2)	16,106(3)	D
Series A Common Stock	10/06/2026		D(1)		98,285	D	$31.0167(2)	0	I	By limited partnerships(4)
Series A Common Stock	10/06/2026		D(1)		16,106	D	$31.0167(5)	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
Restricted Stock Units(6)	(7)							(6)	(6)	Series A Common Stock	33,067		33,067	D
Restricted Stock Units	(7)	10/06/2026		D(1)			24,000	(5)	(5)	Series A Common Stock	24,000	(5)	9,067	D
Restricted Stock Units	(7)	10/06/2026		D(1)			9,067	(8)	(8)	Series A Common Stock	9,067	(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. The total amount beneficially owned reflects a removal from Table I to Table II of Series A Common Stock underlying 24,000 deferred stock units ("DSUs") and 9,067 restricted stock units ("RSUs") that have been amended by WBD to provide that such DSUs and RSUs would be settled solely in cash.

4. The reporting person disclaims beneficial ownership of these securities, except to the extent of his pecuniary interest therein.

5. Under the Merger Agreement, at the Effective Time, each outstanding deferred stock unit ("DSU") 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 DSU multiplied by (b) the Per Share Merger Consideration, less applicable withholding taxes, and payable at the same time as the DSU from which it was converted.

6. On each of June 3, 2025 and June 9, 2026, the Reporting Person was granted a total of 24,000 RSUs and 9,067 RSU, respectively, which were previously reported in Table I of Form 4 by the Reporting Person. Effective October 2, 2026, WBD amended the terms of such previously granted RSUs (including 24,000 of which were deferred and are DSUs) to provide that such RSUs and DSUs would be settled solely in cash. Accordingly, such DSUs and RSUs are now being reported in Table II of Form 4 as derivative securities.

7. Each RSU represents a right to receive an amount in cash equivalent to the value of one share of Series A Common Stock upon vesting.

8. Under the Merger Agreement, at the Effective Time, each outstanding vested 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.

Remarks:

The foregoing descriptions in notes 1, 2, 5 and 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	10/06/2026
	** 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).
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* Form 4: SEC 1474 (03-26)