Warner Bros. Discovery Insider Filing: Di Piazza Receives Stock Compensation

Rhea-AI Filing Summary

Warner Bros. Discovery (WBD) – Form 4 insider filing: Director Samuel A. Di Piazza Jr. accepted equity compensation in lieu of his quarterly cash retainer, acquiring 6,545 Series A common shares on 06/30/2025 at a stated price of $0. His direct holdings rise to 197,467 shares; an additional 3,443 shares are held indirectly through his spouse. No derivative securities or open-market purchases were reported. The filing represents routine board compensation and is unlikely to have a material impact on Warner Bros. Discovery’s share float or insider-ownership profile.

Insights

Securities Analyst

TL;DR: Routine equity retainer; minor increase in director ownership—neutral to valuation.

The transaction is a standard director compensation election rather than a discretionary market purchase, suggesting no particular valuation signal. The 6,545-share grant is immaterial relative to WBD’s ~2.4 billion shares outstanding and does not alter governance dynamics. Insider alignment is modestly reinforced, but absence of cash consideration reduces the signaling value often associated with insider buying. Overall impact to investors and market perception is neutral.

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^*

Di Piazza Samuel A Jr.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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	06/30/2025		A		6,545(1)	A	$0	197,467	D
Series A Common Stock								3,443	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. Mr. Di Piazza elected to receive shares of common stock in lieu of a quarterly cash retainer in respect of his services as a director.

Remarks:

	Tara L. Smith, by power of attorney	07/02/2025
	** 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

How many Warner Bros. Discovery shares did Director Samuel A. Di Piazza Jr. acquire?

He received 6,545 Series A common shares on 06/30/2025.

What is Samuel A. Di Piazza Jr.'s total direct ownership in WBD after the transaction?

His direct holdings increased to 197,467 shares.

Was the transaction an open-market purchase of WBD stock?

No. The shares were issued in lieu of a cash retainer; no market purchase took place.

Did the filing report any derivative securities such as options or warrants?

No derivative securities were reported in this Form 4.

When was the Form 4 filed with the SEC?

The form was signed and dated 07/02/2025.