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

Rhea-AI Filing Summary

Insider activity: Director Edward J. Rapp filed a Form 4 disclosing two equity grants made on 07/10/2025. He acquired 62,377 Restricted Stock Units (RSUs) that will vest on the earlier of 07/10/2026 or the eve of the 2026 annual meeting, and received an additional 1,601 RSUs in lieu of his Q2-2025 cash retainer for chairing the Audit Committee, which vested immediately. All shares were acquired at a cost of $0.

Post-transaction ownership: Rapp now holds 121,894 common shares directly (including 62,377 unvested RSUs) and 21,172 shares indirectly through a trust, bringing his total beneficial stake to 143,066 shares.

Key context:

• The grants are part of routine director compensation and were not open-market purchases.
• Vesting of the larger RSU block requires Rapp’s continued board service through 2026, signalling expected tenure stability.
• No derivative securities were reported, and no dispositions occurred.

Positive

• Director’s ownership increases to 143,066 shares, enhancing alignment with shareholders.
• 62,377 RSUs vest only with continued service through 2026, supporting board stability.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine RSU grants boost director’s stake; marginally positive signal but not a market-moving event.

The filing reflects standard board compensation rather than discretionary open-market buying. While the addition of 64k RSUs lifts Edward Rapp’s direct holdings to 122k shares and total exposure to roughly 143k, the shares were awarded at no cost and most remain unvested for a year. Such awards reinforce alignment between the director and shareholders and suggest his intention to stay through at least the 2026 annual meeting. However, because the transaction does not involve cash outlay or a change in ownership structure, it is unlikely to materially impact XOS’s valuation or liquidity. Overall impact on the stock 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

OMB APPROVAL

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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^*

Wiedenfels Gunnar

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/11/2025

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	07/11/2025		F		25,470	D	$11.73	1,363,360	D
Series A Common Stock								14,140	I	As custodian
Series A Common Stock								13,045	I	By 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:

Remarks:

	Tara L. Smith, by power of attorney	07/14/2025
	** 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 XOS shares did Director Edward Rapp acquire on 07/10/2025?

He received 62,377 RSUs and 1,601 RSUs, totaling 63,978 shares.

What is Edward Rapp’s total beneficial ownership in XOS (XOS) after the Form 4 transactions?

He now reports 143,066 shares (121,894 directly, 21,172 indirectly via trust).

Do the newly granted RSUs to Edward Rapp vest immediately?

Only the 1,601 RSUs tied to the Audit Committee retainer vested immediately; 62,377 RSUs vest in 2026 or before the 2026 AGM.

Were any XOS shares sold in this Form 4 filing?

No. The filing shows only acquisitions; there were no dispositions.

Did Director Rapp pay cash for the RSUs?

No, the RSUs were awarded at $0 cost as part of board compensation.