Warner Music Group (WMG) director reports stock grant and tax share withholding

Rhea-AI Filing Summary

Warner Music Group Corp. director Noreena Hertz reported an equity compensation event involving Class A Common Stock. She received a grant or award of 6,186 shares on March 4, 2026 at no cost, increasing her direct holdings.

On the same date, 1,629 shares were disposed of at $28.29 per share to cover tax obligations upon the vesting of restricted shares, rather than through an open-market sale. Following these transactions, she directly owned 30,610 shares, a figure that includes restricted shares, restricted stock units, and 140 dividend-equivalent shares earned on prior awards.

Insights

Equity compensation analyst

Routine stock award and tax withholding, no open-market trading.

The filing shows Noreena Hertz, a director of Warner Music Group Corp., receiving 6,186 Class A Common Stock shares as a grant or award on March 4, 2026. The price per share is listed as $0.0000, which is typical for restricted stock or similar equity awards.

A separate transaction disposes of 1,629 shares at $28.29 per share, explicitly described as withholding to satisfy tax obligations upon vesting of restricted shares. This indicates no discretionary open-market sale; the shares are retained by the company or its agent for taxes.

After these transactions, Hertz directly holds 30,610 shares, including restricted shares, restricted stock units, and 140 shares earned as dividend equivalents on prior units granted on March 4, 2025. This pattern is consistent with ongoing director compensation rather than a change in investment stance.

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^*

Hertz Noreena

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2026

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	03/04/2026		A		6,186	A	$0	32,239(1)	D
Class A Common Stock	03/04/2026		F(2)		1,629	D	$28.29	30,610(1)	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. Includes restricted shares and restricted stock units. Includes 140 previously unreported shares earned in respect of dividends on restricted stock units granted March 4, 2025.

2. The reported transaction reflects the withholding of shares to satisfy tax obligations upon the vesting of restricted shares.

	/s/ Trent N. Tappe, as Attorney-In-Fact	03/06/2026
	** 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 did Warner Music Group (WMG) director Noreena Hertz report in this Form 4?

Noreena Hertz reported receiving a grant of 6,186 shares of Warner Music Group Class A Common Stock and a related tax-withholding share disposition. These transactions reflect equity compensation vesting and associated tax payments, rather than discretionary open-market stock buying or selling.

How many Warner Music Group (WMG) shares did Noreena Hertz acquire and at what price?

She acquired 6,186 shares of Warner Music Group Class A Common Stock on March 4, 2026 at a stated price of $0.0000 per share. This indicates a grant or award of shares as part of compensation, not a cash purchase in the market.

Why did Noreena Hertz dispose of 1,629 Warner Music Group (WMG) shares?

The 1,629 shares were withheld to satisfy tax obligations upon the vesting of restricted shares, at a price of $28.29 per share. This tax-withholding disposition is coded as an F transaction and is not an open-market sale initiated for investment reasons.

How many Warner Music Group (WMG) shares does Noreena Hertz own after these transactions?

After the reported transactions, Noreena Hertz directly owns 30,610 shares of Warner Music Group Class A Common Stock. This total includes restricted shares, restricted stock units, and 140 additional shares earned as dividend equivalents on previously granted restricted stock units.

Does this Warner Music Group (WMG) Form 4 indicate open-market buying or selling by Noreena Hertz?

The Form 4 shows an equity grant and a tax-withholding disposition, not open-market trading. Shares were awarded at no cost, and a portion was withheld to cover taxes upon vesting of restricted shares, which is standard for equity compensation programs.

What do the footnotes in Noreena Hertz’s Warner Music Group (WMG) Form 4 explain?

The footnotes clarify that her reported holdings include restricted shares and restricted stock units, plus 140 shares earned from dividends on prior units. They also state that the F-coded transaction reflects shares withheld to satisfy tax obligations upon vesting, explaining the nature of the disposition.