Welcome to our dedicated page for WARNER BROS DISCOVERY SEC filings (Ticker: WBD), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Warner Bros. Discovery, Inc. filings document operating results, governance and capital-structure disclosures for a global media and entertainment company. Its 8-K reports furnish earnings releases and shareholder letters, report material agreements, describe financing arrangements and record shareholder voting matters.
Proxy materials cover board governance, executive compensation, equity-award disclosures and security-holder votes. The filing record also identifies WBD Series A common stock on the Nasdaq Global Select Market and listed senior notes due 2030 and 2033 on the Nasdaq Global Market.
Warner Bros. Discovery renewed Chief Financial Officer Gunnar Wiedenfels’ employment under a new agreement that takes effect on July 11, 2026, immediately after his current contract expires, and runs through April 28, 2028.
Under the new terms, his annual base salary will be $2,500,000, with a target cash bonus equal to 175% of base salary, subject to preset performance goals. He will be eligible for annual equity awards with a target value of $10,000,000, plus a one-time restricted stock unit grant valued at $2,000,000 expected on August 17, 2026.
If terminated without Cause or he resigns for Good Reason, he may receive up to 24 months of salary continuation, bonus eligibility for the severance period, continued health benefits and repatriation to Germany, with additional equity vesting protections, including full vesting on certain terminations within 12 months after a Change in Control. The agreement includes noncompetition and nonsolicitation covenants lasting 12 and 18 months, respectively, after employment. The contract is permitted under, but not conditioned on, the proposed merger with Paramount Skydance Corporation.
Warner Bros. Discovery is asking stockholders to vote at its virtual 2026 annual meeting on four items: electing 13 directors for one-year terms, ratifying PricewaterhouseCoopers LLP as auditor for 2026, approving 2025 executive compensation on an advisory basis, and considering a stockholder proposal the Board recommends voting against.
The Board highlights a largely independent slate, with 12 of 13 directors independent and an average five-year tenure for independent directors. All key committees are fully independent, and governance practices include an independent chair, annual elections, one-share-one-vote structure, no poison pill, and stockholder rights to call special meetings. Director pay is weighted toward equity, with a $105,000 annual cash retainer and $240,000 in restricted stock units for most members in 2025.
The filing emphasizes 2025 performance: the Studios segment generated $2.55 billion in Adjusted EBITDA, up 54% year over year, while Streaming delivered $1.37 billion in Adjusted EBITDA and added nearly 15 million net subscribers to reach about 132 million. The company notes strategic actions culminating in a merger agreement under which Paramount Skydance Corporation will acquire WBD, providing stockholders $31.00 per share (plus any applicable ticking fee), a 147% premium to WBD’s unaffected closing price of $12.54 on September 10, 2025, and coinciding with a 164% stock price increase from the start of 2025 to signing.
Warner Bros. Discovery, Inc. stockholders approved the Agreement and Plan of Merger with Paramount Skydance Corporation and Prince Sub Inc., under which WBD will become a wholly owned subsidiary of PSKY after the merger closes.
At the special meeting, 1,761,474,343 shares, or about 70.3% of the 2,506,768,389 outstanding shares of Series A common stock as of March 20, 2026, were represented, satisfying quorum. Stockholders strongly backed the merger agreement but did not approve, on an advisory basis, the merger-related compensation for WBD’s named executive officers.
Warner Bros. Discovery, Inc. Chief People & Culture Officer Amy Girdwood reported a tax-withholding share disposition related to equity compensation. She delivered 225,624 shares of Series A Common Stock at $27.20 per share to cover tax obligations. Following this non-market transaction, she directly holds 801,659 shares of Series A Common Stock.
Warner Bros. Discovery, Inc. director Paula A. Price acquired additional equity in the company through a compensation-related share grant. On March 27, 2026, she received 1,340 shares of Series A Common Stock at no cash cost, electing stock instead of her quarterly cash retainer for board service. Following this grant, she directly holds 94,197 shares of Warner Bros. Discovery common stock.
Noto Anthony reported acquisition or exercise transactions in this Form 4 filing.
Warner Bros. Discovery director Anthony Noto received 1,063 shares of Series A Common Stock as compensation. The shares were granted at a reported price of $0.00 per share, reflecting a stock award rather than a market purchase.
According to the footnote, Mr. Noto elected to take common stock instead of his quarterly cash retainer for board service. After this award, he directly holds 43,298 shares of Warner Bros. Discovery common stock.
Paramount Skydance seeks to acquire Warner Bros. Discovery through a soliciting proxy communication describing the strategic rationale and projected financial scale of the combined company. Paramount says the synergized 2026 business would generate $69 billion in revenue, $18 billion of EBITDA, and well north of $10 billion in cash flow while investing over $30 billion in content.
The transcript frames the deal as combining content and technology under owner-operator stewardship, cites realized and projected synergies (announced $2.0 billion runway, now expecting $2.5 billion by year-end and previously referenced $3.0+ billion), and discusses integration items including unifying streaming platforms and applying AI to content and personalization. The communication is a solicitation and urges reading the definitive proxy materials filed with the SEC.
Warner Bros Discovery Inc Schedule 13G/A: The Vanguard Group reports that, following an internal realignment effective January 12, 2026, certain Vanguard subsidiaries and business divisions will report beneficial ownership separately and The Vanguard Group, Inc. no longer is deemed to beneficially own those securities. The filing shows 0 shares beneficially owned and 0% of the class as reported.
The filing is signed by Ashley Grim, Head of Global Fund Administration, dated 03/27/2026.
Warner Bros. Discovery, Inc. announced that its board unanimously approved an Agreement and Plan of Merger to be acquired by Paramount Skydance Corporation through a merger that would make WBD a wholly owned subsidiary of PSKY. Under the Merger, each share of WBD common stock will receive $31.00 in cash, plus a Ticking Consideration after September 30, 2026 calculated at $0.00277778 per day (capped as described).
The special meeting to vote on the Merger Proposal is scheduled for April 23, 2026, with a record date of March 20, 2026. Approval of the Merger Proposal (a majority of outstanding shares as of the record date) is a condition to closing. The proxy also explains regulatory review, potential termination fees of $3.0 billion or $7.0 billion in specified circumstances, appraisal rights under Delaware law, and treatment of equity awards upon closing.