Warner Music (WMG) exec gets stock units; shares withheld for taxes

Rhea-AI Filing Summary

Warner Music Group Corp. executive Marshall Carianne reported equity compensation and related tax withholding transactions. On January 4, 2026, Carianne was granted 112,144 shares of Class A common stock in the form of restricted stock units under the company’s long-term incentive plan at a stated price of $0. On January 5, 2026, 13,122 shares of Class A common stock were disposed of at $30.74 per share in a transaction coded “F,” indicating shares withheld to cover tax obligations on the award. After these transactions, Carianne beneficially owned 229,084 shares of Class A common stock, including restricted stock units, held directly.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Marshall Carianne

(Last) (First) (Middle)

C/O WARNER MUSIC GROUP CORP.

1633 BROADWAY

(Street)

NEW YORK NY 10019

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Warner Music Group Corp. [ WMG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chair & COO Warner Chappell

3. Date of Earliest Transaction (Month/Day/Year)
01/04/2026

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
Class A Common Stock	01/04/2026		A		112,144	A	$0(1)	242,206(2)	D
Class A Common Stock	01/05/2026		F		13,122	D	$30.74	229,084(2)	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. Restricted stock units granted pursuant to the issuer's long-term incentive plan.

2. Includes restricted stock units.

	/s/ Trent N. Tappe, as Attorney-in-Fact	01/06/2026
	** 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 insider transactions did Warner Music Group (WMG) report for Marshall Carianne?

The filing shows that Marshall Carianne, Co-Chair & COO of Warner Chappell, received a grant of 112,144 shares of Class A common stock in the form of restricted stock units on January 4, 2026, and had 13,122 shares of Class A common stock withheld on January 5, 2026 in a transaction coded “F” at $30.74 per share to satisfy tax obligations.

How many Warner Music Group (WMG) shares does Marshall Carianne own after these Form 4 transactions?

Following the reported transactions, Marshall Carianne beneficially owned 229,084 shares of Warner Music Group Class A common stock, including restricted stock units, held in direct ownership.

What does the grant of 112,144 Warner Music Group (WMG) shares represent?

The 112,144 shares of Class A common stock reported with a price of $0 are restricted stock units granted under Warner Music Group’s long-term incentive plan, as noted in the explanation of responses.

Why were 13,122 Warner Music Group (WMG) shares disposed of at $30.74?

The 13,122 shares of Class A common stock disposed of at $30.74 per share on January 5, 2026 are coded “F,” indicating shares withheld to cover tax obligations arising from the equity award rather than an open-market sale.

What role does Marshall Carianne hold at Warner Music Group (WMG)?

Marshall Carianne is reported as an officer of Warner Music Group Corp., serving as Co-Chair & COO of Warner Chappell, and filed this Form 4 as a single reporting person.

Are the reported Warner Music Group (WMG) holdings direct or indirect for Marshall Carianne?

The Form 4 classifies Marshall Carianne’s holdings as direct ownership (D), and the explanation notes that the beneficially owned shares include restricted stock units.