=== 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: Wiedenfels Gunnar
CIK: 0001694392
Role: Officer (Chief Financial Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Series A Common Stock
Date: 2026-03-03 | Code: F (Payment of exercise/tax)
Shares: -29,401 | Price: $28.20
Total Value: $829,108.20
Shares Owned After: 1,309,150 | Ownership: D (Direct)
[Transaction #2]
Security: Series A Common Stock
Date: 2026-03-03 | Code: S (Open market sale)
Shares: -617,580 | Price: $28.25
Total Value: $17,446,635.00
Shares Owned After: 691,570 | 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 $28.17 to $28.44 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 #3]
Security: Series A Common Stock
Date: 2026-03-04 | Code: M (Exercise of derivative)
Shares: +91,418 | Price: $15.02
Total Value: $1,373,098.36
Shares Owned After: 782,988 | Ownership: D (Direct)
[Transaction #4]
Security: Series A Common Stock
Date: 2026-03-04 | Code: S (Open market sale)
Shares: -91,418 | Price: $28.05
Total Value: $2,564,274.90
Shares Owned After: 691,570 | 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 $28.19 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 #5]
Security: Series A Common Stock
Date: 2026-03-04 | Code: M (Exercise of derivative)
Shares: +131,127 | Price: $8.67
Total Value: $1,136,871.09
Shares Owned After: 822,697 | Ownership: D (Direct)
[Transaction #6]
Security: Series A Common Stock
Date: 2026-03-04 | Code: S (Open market sale)
Shares: -131,127 | Price: $28.05
Total Value: $3,678,112.35
Shares Owned After: 691,570 | 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 $28.19 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 #7]
Security: Series A Common Stock
Date: 2026-03-04 | Code: M (Exercise of derivative)
Shares: +123,588 | Price: $11.02
Total Value: $1,361,939.76
Shares Owned After: 815,158 | Ownership: D (Direct)
[Transaction #8]
Security: Series A Common Stock
Date: 2026-03-04 | Code: S (Open market sale)
Shares: -123,588 | Price: $28.05
Total Value: $3,466,643.40
Shares Owned After: 691,570 | 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 $28.19 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 #9]
Security: Series A Common Stock
Date: 2026-03-04 | Code: S (Open market sale)
Shares: -28,190 | Price: $28.05
Total Value: $790,729.50
Shares Owned After: 663,380 | 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 $28.19 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.
--- Derivative Transactions ---
[Transaction #1]
Security: Employee Stock Option (right to acquire)
Date: 2026-03-04 | Code: M (Exercise of derivative)
Shares: -91,418 | Price: $0.00
Exercisable: N/A | Expires: 2030-03-01
Shares Owned After: 0 | Ownership: D (Direct)
Footnotes:
[F3] This option vests in three installments (33%, 33%, 34%) beginning on March 1, 2024.
[Transaction #2]
Security: Employee Stock Option (right to acquire)
Date: 2026-03-04 | Code: M (Exercise of derivative)
Shares: -131,127 | Price: $0.00
Exercisable: N/A | Expires: 2031-03-01
Shares Owned After: 135,102 | Ownership: D (Direct)
Footnotes:
[F4] As initially granted, this option vests in three substantially equal annual installments beginning March 1, 2025.
[Transaction #3]
Security: Employee Stock Option
Date: 2026-03-04 | Code: M (Exercise of derivative)
Shares: -123,588 | Price: $0.00
Exercisable: N/A | Expires: 2032-03-03
Shares Owned After: 250,924 | Ownership: D (Direct)
Footnotes:
[F5] This option vests in three installments (33%, 33%, 34%) beginning on March 3, 2026.
--- Holdings ---
[Holding #1]
Security: Series A Common Stock
Ownership: I (Indirect)
--- 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 $28.17 to $28.44 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.
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 $28.19 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: This option vests in three installments (33%, 33%, 34%) beginning on March 1, 2024.
F4: As initially granted, this option vests in three substantially equal annual installments beginning March 1, 2025.
F5: This option vests in three installments (33%, 33%, 34%) beginning on March 3, 2026.
--- Signature ---
/s/ Tara L. Smith, by power of attorney (2026-03-05)