[Form 4] Warner Bros. Discovery, Inc. Series A Insider Trading Activity

Rhea-AI Filing Summary

Warner Bros. Discovery officer Bruce Campbell reported option exercises and resulting share ownership changes. The Form 4 shows a transaction on 08/15/2025 in which Mr. Campbell acquired 21,816 shares of Series A common stock and now directly beneficially owns 1,129,907 shares. The filing also reports two indirect holdings: 209,700 shares held by the reporting person’s spouse as trustee for children and 145,418 shares held by an LLC through a grantor retained annuity trust. The derivative table shows acquisition of 46,814 shares via employee stock option exercises with an exercise price of $11.85 and an underlying share count of 46,814. The option vests in three annual installments beginning March 3, 2025.

Positive

• Increased direct ownership: Reporting person now directly beneficially owns 1,129,907 Series A shares after acquisition.
• Transparent disclosure: Vesting schedule and indirect ownership through spouse trust and LLC are explicitly reported.

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider exercised options and increased direct holdings; transactions are routine compensation-related actions, not an unusual disposition.

The filing documents an officer-level option exercise resulting in 46,814 underlying shares and an incremental direct acquisition of 21,816 Series A shares, leaving total direct beneficial ownership at 1,129,907 shares. The exercise price is stated at $11.85 for the options. The presence of indirect holdings via spouse trust and an LLC is disclosed, showing common estate and compensation planning structures rather than open-market purchases or sales. This is material to ownership disclosure but appears consistent with standard equity compensation vesting schedules.

Corporate Governance Expert

TL;DR: Disclosure is complete for Section 16 purposes; vesting schedule and indirect ownership are properly reported.

The Form 4 presents required details: transaction codes, share counts, option exercise terms, and the nature of indirect ownership (spouse trust and LLC through a grantor retained annuity trust). The explanatory remark clarifies vesting in three annual installments (33%, 33%, 34%) from March 3, 2025, which aligns with typical executive equity arrangements. No unexplained transfers, sales, or departures are indicated.

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

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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^*

Campbell Bruce

(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)
	Chief Rev & Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

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	08/15/2025		A		21,816	A	$0	1,129,907	D
Series A Common Stock								209,700	I	By spouse as trustee for children
Series A Common Stock								145,418	I	By LLC through grantor retained annuity trust

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
Employee Stock Option	$11.85	08/15/2025		A		46,814		03/03/2026(1)	08/15/2032	Series A Common Stock	46,814	$0	46,814	D

Explanation of Responses:

1. This option vests in three annual installments (33%, 33%, 34%) on the first three anniversaries of March 3, 2025.

Remarks:

	Tara L. Smith, Attorney-in-Fact	08/19/2025
	** 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 transactions did Bruce Campbell report on Form 4 for WBD?

The Form 4 reports acquisition of 21,816 Series A shares and exercise-related acquisition of 46,814 underlying shares from employee stock options.

How many WBD shares does the reporting person beneficially own after the reported transactions?

The filing states 1,129,907 shares are directly beneficially owned following the reported transaction.

What was the exercise price for the reported employee stock options?

The reported employee stock option has a conversion/exercise price of $11.85.

Are there any indirect holdings disclosed in the Form 4 for WBD?

Yes. The Form 4 discloses 209,700 shares held by spouse as trustee for children and 145,418 shares held by an LLC through a grantor retained annuity trust.

What is the vesting schedule for the option referenced in the filing?

The filing explains the option vests in three annual installments of 33%, 33%, and 34% on the first three anniversaries of March 3, 2025.