=== SEC Form 4 — Statement of Changes in Beneficial Ownership ===
Document Type: 4
Period of Report: 2026-02-24
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Warner Bros. Discovery, Inc. (WBD)
CIK: 0001437107
--- Reporting Owner ---
Name: Zaslav David
CIK: 0001318285
Role: Director, Officer (Chief Executive Officer & Pres)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Series A Common Stock
Date: 2026-02-24 | Code: A (Grant or award)
Shares: +2,094,242 | Price: $0.00
Shares Owned After: 10,775,259 | Ownership: D (Direct)
Footnotes:
[F1] These shares represent the annual performance-based restricted stock units granted to Mr. Zaslav in March 2025 ("2025 Annual PRSUs") and were earned based on his achievement of certain
individual strategic objectives and WBD's 2025 free cash flow ("FCF") performance in relation to a pre-established target. On February 24, 2026, the WBD Compensation Committee certified that the
2025 strategic and financial objectives had been achieved and exceeded.
[Transaction #2]
Security: Series A Common Stock
Date: 2026-02-24 | Code: F (Payment of exercise/tax)
Shares: -803,005 | Price: $29.15
Total Value: $23,407,595.75
Shares Owned After: 9,972,254 | Ownership: D (Direct)
Footnotes:
[F2] These shares represent shares that were withheld by the Company to satisfy its tax withholding obligations with respect to the 2025 Annual PRSUs.
[Transaction #3]
Security: Series A Common Stock
Date: 2026-02-24 | Code: A (Grant or award)
Shares: +2,006,982 | Price: $0.00
Shares Owned After: 11,979,236 | Ownership: D (Direct)
Footnotes:
[F3] These shares represent performance-based restricted stock units granted to Mr. Zaslav in March 2025 ("2025 Supplemental PRSUs") and were earned based solely on WBD's 2025 free cash flow
("FCF") performance in relation to a pre-established target. On February 24, 2026, the WBD Compensation Committee certified that WBD's 2025 FCF performance had exceeded the pre-established target.
[Transaction #4]
Security: Series A Common Stock
Date: 2026-02-24 | Code: F (Payment of exercise/tax)
Shares: -774,460 | Price: $29.15
Total Value: $22,575,509.00
Shares Owned After: 11,204,776 | Ownership: D (Direct)
Footnotes:
[F4] These shares represent shares that were withheld by the Company to satisfy its tax withholding obligations with respect to the 2025 Supplemental PRSUs.
--- Holdings ---
[Holding #1]
Security: Series A Common Stock
Ownership: I (Indirect)
--- Footnotes (Complete Index) ---
F1: These shares represent the annual performance-based restricted stock units granted to Mr. Zaslav in March 2025 ("2025 Annual PRSUs") and were earned based on his achievement of certain
individual strategic objectives and WBD's 2025 free cash flow ("FCF") performance in relation to a pre-established target. On February 24, 2026, the WBD Compensation Committee certified that the
2025 strategic and financial objectives had been achieved and exceeded.
F2: These shares represent shares that were withheld by the Company to satisfy its tax withholding obligations with respect to the 2025 Annual PRSUs.
F3: These shares represent performance-based restricted stock units granted to Mr. Zaslav in March 2025 ("2025 Supplemental PRSUs") and were earned based solely on WBD's 2025 free cash flow
("FCF") performance in relation to a pre-established target. On February 24, 2026, the WBD Compensation Committee certified that WBD's 2025 FCF performance had exceeded the pre-established target.
F4: These shares represent shares that were withheld by the Company to satisfy its tax withholding obligations with respect to the 2025 Supplemental PRSUs.
--- Signature ---
/s/ Tara L. Smith, Attorney-in-Fact (2026-02-26)