Warner Bros. Discovery Form 4: 2.5K Shares Granted to Director Noto

Rhea-AI Filing Summary

Warner Bros. Discovery (WBD) Form 4 filing: On 30 June 2025, director Anthony Noto acquired 2,509 Series A common shares at $0 per share, electing to receive equity instead of his quarterly cash retainer for board service.

The award increases his direct ownership to 39,726 shares. No derivative securities, sales, or option exercises were reported. Because this is a routine, cash-in-lieu stock grant, it has no material impact on WBD’s capital structure or near-term financials but modestly strengthens insider alignment.

Insights

Securities Analyst

TL;DR: Routine director stock grant; insignificant to valuation, neutral signal.

Anthony Noto’s 2,509-share award—issued in lieu of a cash retainer—raises his stake to 39,726 shares. At an assumed single-digit share price, the economic value is modest (≈US$20-25k) and represents a fraction of the company’s >2 billion shares outstanding. The absence of sales suggests no negative sentiment, yet the size is far too small to infer strong insider conviction. Investors should view the filing as administrative, with neutral impact on earnings per share, liquidity, or governance.

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^*

Noto Anthony

(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		2,509(1)	A	$0	39,726	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

Explanation of Responses:

1. Mr. Noto 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 shares did director Anthony Noto acquire in the latest WBD Form 4?

He received 2,509 Series A common shares.

What was the transaction date for Anthony Noto’s WBD share acquisition?

The transaction occurred on June 30, 2025.

Did Anthony Noto pay anything for the 2,509 WBD shares?

No. The shares were granted at $0 as compensation in lieu of a cash retainer.

How many WBD shares does Anthony Noto own after the reported transaction?

He now directly owns 39,726 shares of Warner Bros. Discovery.

Why were the shares issued to Anthony Noto?

Mr. Noto elected to receive stock instead of his quarterly cash retainer for board services.

Does the Form 4 disclose any sales or disposals by Anthony Noto?

No. The filing reports only an acquisition; there were no disposals or option exercises.