=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-03-03
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Warner Bros. Discovery, Inc. (WBD)
CIK: 0001437107
--- Reporting Owner ---
Name: Campbell Bruce
CIK: 0001421985
Role: Officer (Chief Rev & Strategy Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Series A Common Stock
Date: 2026-03-03 | Code: F (Payment of exercise/tax)
Shares: -31,765 | Price: $28.20
Total Value: $895,773.00
Shares Owned After: 1,215,250 | Ownership: D (Direct)
[Transaction #2]
Security: Series A Common Stock
Date: 2026-03-04 | Code: M (Exercise of derivative)
Shares: +183,346 | Price: $25.70
Total Value: $4,711,992.20
Shares Owned After: 1,398,596 | Ownership: D (Direct)
[Transaction #3]
Security: Series A Common Stock
Date: 2026-03-04 | Code: S (Open market sale)
Shares: -183,346 | Price: $28.00
Total Value: $5,133,688.00
Shares Owned After: 1,215,250 | Ownership: D (Direct)
Footnotes:
[F1] The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $27.93 to $28.09 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
[Transaction #4]
Security: Series A Common Stock
Date: 2026-03-04 | Code: M (Exercise of derivative)
Shares: +285,679 | Price: $15.02
Total Value: $4,290,898.58
Shares Owned After: 1,500,929 | Ownership: D (Direct)
[Transaction #5]
Security: Series A Common Stock
Date: 2026-03-04 | Code: S (Open market sale)
Shares: -285,679 | Price: $28.00
Total Value: $7,999,012.00
Shares Owned After: 1,215,250 | Ownership: D (Direct)
Footnotes:
[F2] The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $27.93 to $28.06 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
[Transaction #6]
Security: Series A Common Stock
Date: 2026-03-04 | Code: M (Exercise of derivative)
Shares: +139,323 | Price: $8.67
Total Value: $1,207,930.41
Shares Owned After: 1,354,573 | Ownership: D (Direct)
[Transaction #7]
Security: Series A Common Stock
Date: 2026-03-04 | Code: S (Open market sale)
Shares: -139,323 | Price: $28.00
Total Value: $3,901,044.00
Shares Owned After: 1,215,250 | Ownership: D (Direct)
Footnotes:
[F2] The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $27.93 to $28.06 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
[Transaction #8]
Security: Series A Common Stock
Date: 2026-03-04 | Code: M (Exercise of derivative)
Shares: +131,313 | Price: $11.02
Total Value: $1,447,069.26
Shares Owned After: 1,346,563 | Ownership: D (Direct)
[Transaction #9]
Security: Series A Common Stock
Date: 2026-03-04 | Code: S (Open market sale)
Shares: -131,313 | Price: $28.00
Total Value: $3,676,764.00
Shares Owned After: 1,215,250 | Ownership: D (Direct)
Footnotes:
[F2] The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $27.93 to $28.06 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
[Transaction #10]
Security: Series A Common Stock
Date: 2026-03-04 | Code: M (Exercise of derivative)
Shares: +15,448 | Price: $11.85
Total Value: $183,058.80
Shares Owned After: 1,230,698 | Ownership: D (Direct)
[Transaction #11]
Security: Series A Common Stock
Date: 2026-03-04 | Code: S (Open market sale)
Shares: -15,448 | Price: $28.00
Total Value: $432,544.00
Shares Owned After: 1,215,250 | Ownership: D (Direct)
Footnotes:
[F3] The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $27.94 to $28.06 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
[Transaction #12]
Security: Series A Common Stock
Date: 2026-03-04 | Code: S (Open market sale)
Shares: -825,222 | Price: $28.00
Total Value: $23,106,216.00
Shares Owned After: 690,028 | Ownership: D (Direct)
Footnotes:
[F4] The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $27.93 to $28.11 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
[F5] In March 2025, the reporting person transferred 300,000 shares from his indirect holdings to his direct holdings. As a result, subsequently filed Form 4s underreported his direct holdings in Box 5 by 300,000 shares.
[Transaction #13]
Security: Series A Common Stock
Date: 2026-03-04 | Code: S (Open market sale)
Shares: -53,795 | Price: $28.00
Total Value: $1,506,260.00
Shares Owned After: 0 | Ownership: I (Indirect) | Nature: By spouse as trustee for children
Footnotes:
[F4] The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $27.93 to $28.11 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
[F6] In March 2025, the reporting person transferred 144,095 shares from his indirect holdings to his direct holdings. As a result, subsequently filed Form 4s overreported his indirect holdings in Box 5.
[Transaction #14]
Security: Series A Common Stock
Date: 2026-03-04 | Code: S (Open market sale)
Shares: -1,323 | Price: $28.00
Total Value: $37,044.00
Shares Owned After: 0 | Ownership: I (Indirect) | Nature: By LLC through grantor retained annuity trust
Footnotes:
[F4] The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $27.93 to $28.11 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
[F7] In March 2025, the reporting person transferred 155,905 shares from his indirect holdings to his direct holdings. As a result, subsequently filed Form 4s overreported his indirect holdings in Box 5.
--- Derivative Transactions ---
[Transaction #1]
Security: Employee Stock Option
Date: 2026-03-04 | Code: M (Exercise of derivative)
Shares: -183,346 | Price: $0.00
Exercisable: N/A | Expires: 2027-02-28
Shares Owned After: 0 | Ownership: D (Direct)
[Transaction #2]
Security: Employee Stock Option
Date: 2026-03-04 | Code: M (Exercise of derivative)
Shares: -285,679 | Price: $0.00
Exercisable: N/A | Expires: 2030-03-01
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F8] This option vests in three installments (33%, 33%, 34%) beginning on March 1, 2024.
[Transaction #3]
Security: Employee Stock Option
Date: 2026-03-04 | Code: M (Exercise of derivative)
Shares: -139,323 | Price: $0.00
Exercisable: N/A | Expires: 2031-03-01
Shares Owned After: 143,545 | Ownership: D (Direct)
Footnotes:
[F9] This option vests in three installments (33%, 33%, 34%) beginning on March 1, 2025.
[Transaction #4]
Security: Employee Stock Option
Date: 2026-03-04 | Code: M (Exercise of derivative)
Shares: -131,313 | Price: $0.00
Exercisable: N/A | Expires: 2032-03-03
Shares Owned After: 266,606 | Ownership: D (Direct)
Footnotes:
[F10] This option vests in three installments (33%, 33%, 34%) beginning on March 3, 2026.
[Transaction #5]
Security: Employee Stock Option
Date: 2026-03-04 | Code: M (Exercise of derivative)
Shares: -15,448 | Price: $0.00
Exercisable: N/A | Expires: 2032-08-15
Shares Owned After: 31,366 | Ownership: D (Direct)
Footnotes:
[F10] This option vests in three installments (33%, 33%, 34%) beginning on March 3, 2026.
--- Footnotes (Complete Index) ---
F1: The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $27.93 to $28.09 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
F10: This option vests in three installments (33%, 33%, 34%) beginning on March 3, 2026.
F2: The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $27.93 to $28.06 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
F3: The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $27.94 to $28.06 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
F4: The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $27.93 to $28.11 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
F5: In March 2025, the reporting person transferred 300,000 shares from his indirect holdings to his direct holdings. As a result, subsequently filed Form 4s underreported his direct holdings in Box 5 by 300,000 shares.
F6: In March 2025, the reporting person transferred 144,095 shares from his indirect holdings to his direct holdings. As a result, subsequently filed Form 4s overreported his indirect holdings in Box 5.
F7: In March 2025, the reporting person transferred 155,905 shares from his indirect holdings to his direct holdings. As a result, subsequently filed Form 4s overreported his indirect holdings in Box 5.
F8: This option vests in three installments (33%, 33%, 34%) beginning on March 1, 2024.
F9: This option vests in three installments (33%, 33%, 34%) beginning on March 1, 2025.
--- Signature ---
/s/ Tara L. Smith, Attorney-in-Fact (2026-03-05)
