WMG CFO reports RSU grant and tax share withholding

Warner Music Group COO & CFO Armin Zerza reported compensation-related equity transactions.

Rhea-AI Filing Summary

Warner Music Group COO & CFO Armin Zerza reported compensation-related equity transactions. He received a grant of 209,132 shares of Class A Common Stock, described as restricted stock units under the company’s long-term incentive plan. On the same date, 27,064 shares were disposed of to cover tax obligations at $33.60 per share. After these transactions, his direct holdings, including restricted stock units, totaled 436,187 shares. Footnotes state both the grant and the tax-withholding disposition were reported late due to administrative errors.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider ZERZA ARMIN

Role COO & CFO

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	209,132	$0.00	$0.00
Exercise Price or Tax Liability	Class A Common Stock	27,064	$33.60	$909K

Holdings After Transaction: Class A Common Stock — 436,187 shares (Direct)

Footnotes (3)

1. F1. Restricted stock units granted pursuant to the issuer's long-term incentive plan. Due to an administrative error, the grant of the restricted stock units was not reported on a Form 4 within two business days of the transaction.
2. F2. Includes restricted stock units.
3. F3. Due to an administrative error, this disposition was not reported on a Form 4 within two business days of the transaction.

Key Figures

RSU grant: 209,132 shares Tax-withholding shares: 27,064 shares Tax-withholding price: $33.60 per share +2 more

5 metrics

RSU grant 209,132 shares Restricted stock units granted under long-term incentive plan on May 12, 2026

Tax-withholding shares 27,064 shares Shares disposed to cover tax obligations on May 12, 2026

Tax-withholding price $33.60 per share Value used for 27,064-share tax-withholding disposition

Post-transaction holdings 463,251 shares Direct holdings of Class A Common Stock including restricted stock units after transactions

Pre-disposition holdings 436,187 shares Direct holdings after the tax-withholding disposition and before the RSU grant entry

Key Terms

restricted stock units, long-term incentive plan, tax-withholding disposition, grant, award, or other acquisition, +1 more

5 terms

restricted stock units financial

"Restricted stock units granted pursuant to the issuer's long-term incentive plan."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

long-term incentive plan financial

"Restricted stock units granted pursuant to the issuer's long-term incentive plan."

A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.

tax-withholding disposition financial

"transaction_action: "tax-withholding disposition" for 27,064 shares at $33.6000 per share."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition" for 209,132 shares at $0.0000."

Form 4 regulatory

"Due to an administrative error, the grant of the restricted stock units was not reported on a Form 4 within two business days."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did WMG executive Armin Zerza report on this Form 4?

Armin Zerza reported a grant of 209,132 shares of Class A Common Stock as restricted stock units and a disposition of 27,064 shares to satisfy tax obligations, both dated May 12, 2026, with no open-market buys or sells disclosed.

Were the Warner Music Group (WMG) insider transactions open-market trades?

No, the transactions were compensation-related. Zerza received 209,132 restricted stock units at $0.00 per share and 27,064 shares were withheld at $33.60 per share for taxes, so they do not represent open-market purchases or sales of Warner Music Group shares.

How many Warner Music Group shares does Armin Zerza hold after these Form 4 transactions?

After the reported transactions, Zerza’s direct holdings in Warner Music Group total 463,251 shares of Class A Common Stock, a figure that includes restricted stock units as specifically noted in the filing’s footnotes for this Form 4.

Why were the WMG restricted stock unit grant and tax disposition reported late?

Footnotes explain both the restricted stock unit grant and the related tax-withholding disposition were not reported within two business days of the May 12, 2026 transactions due to administrative errors, prompting their later disclosure on this Form 4 filing.

What does the tax-withholding disposition code F mean in this WMG Form 4?

Code F indicates shares were disposed of to cover tax liabilities. For WMG, 27,064 shares of Class A Common Stock were used at $33.60 per share, reflecting a non-market, compensation-related transaction rather than a discretionary sale by Armin Zerza.

How is the 209,132-share award to WMG’s Armin Zerza characterized in the filing?

The 209,132-share award is characterized as restricted stock units granted pursuant to Warner Music Group’s long-term incentive plan, reported with transaction code A, indicating a grant or award acquisition at $0.00 per share for the executive officer.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/18/2026 - 05:05 PM Learn about SEC filing dates

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^*

ZERZA ARMIN

(Last) (First) (Middle)

C/O WARNER MUSIC GROUP CORP.

1633 BROADWAY

(Street)

NEW YORK NEW YORK 10019

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	COO & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/12/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	05/12/2026		A		209,132	A	$0(1)	463,251(2)	D
Class A Common Stock	05/12/2026		F		27,064(3)	D	$33.6	436,187(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. Due to an administrative error, the grant of the restricted stock units was not reported on a Form 4 within two business days of the transaction.

2. Includes restricted stock units.

3. Due to an administrative error, this disposition was not reported on a Form 4 within two business days of the transaction.

	/s/ Trent N. Tappe, as Attorney-in-Fact	05/18/2026
	** 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.
* Form 4: SEC 1474 (03-26)