=== 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: Wiedenfels Gunnar
CIK: 0001694392
Role: Officer (Chief Financial Officer)
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Series A Common Stock
Date: 2026-02-24 | Code: A (Grant or award)
Shares: +254,802 | Price: $0.00
Shares Owned After: 1,173,742 | Ownership: D (Direct)
Footnotes:
[F1] These shares represent PRSUs originally granted to the reporting person ("RP") on 3/1/2023. On 2/26/2024, based on WBD's 2023 free cash flow performance, the WBD Compensation Committee
("CC") determined that target performance had been achieved and the RP filed a Form 4 reporting 256,082 shares (100% of target) as earned. This 3/1/2023 grant was also subject to a 3-year TSR
modifier. On 2/24/2026, based on WBD's TSR performance relative to the S&P 500 M&E Index over the 2023-2025 period, the CC certified that the 3/1/2023 grant should vest at 199.5% of target (for
an aggregate of 510,884 shares). This Form 4 is reporting the incremental 254,802 shares as earned.
[Transaction #2]
Security: Series A Common Stock
Date: 2026-02-24 | Code: A (Grant or award)
Shares: +455,064 | Price: $0.00
Shares Owned After: 1,641,851 | Ownership: D (Direct)
Footnotes:
[F2] These shares represent PRSUs granted to the RP on 3/1/2024 and were earned based solely on WBD's 2024 and 2025 free cash flow ("FCF") performance in relation to a pre-established target. On
2/24/2026, the CC certified that WBD's 2025 FCF performance was significantly above the established target, resulting in these PRSUs being earned at 200% of target.
[F3] On 12/18/2025, 13,045 shares were transferred from the RP's spouse to the RP.
--- Holdings ---
[Holding #1]
Security: Series A Common Stock
Ownership: I (Indirect)
[Holding #2]
Security: Series A Common Stock
Ownership: I (Indirect)
Footnotes:
[F3] On 12/18/2025, 13,045 shares were transferred from the RP's spouse to the RP.
--- Footnotes (Complete Index) ---
F1: These shares represent PRSUs originally granted to the reporting person ("RP") on 3/1/2023. On 2/26/2024, based on WBD's 2023 free cash flow performance, the WBD Compensation Committee
("CC") determined that target performance had been achieved and the RP filed a Form 4 reporting 256,082 shares (100% of target) as earned. This 3/1/2023 grant was also subject to a 3-year TSR
modifier. On 2/24/2026, based on WBD's TSR performance relative to the S&P 500 M&E Index over the 2023-2025 period, the CC certified that the 3/1/2023 grant should vest at 199.5% of target (for
an aggregate of 510,884 shares). This Form 4 is reporting the incremental 254,802 shares as earned.
F2: These shares represent PRSUs granted to the RP on 3/1/2024 and were earned based solely on WBD's 2024 and 2025 free cash flow ("FCF") performance in relation to a pre-established target. On
2/24/2026, the CC certified that WBD's 2025 FCF performance was significantly above the established target, resulting in these PRSUs being earned at 200% of target.
F3: On 12/18/2025, 13,045 shares were transferred from the RP's spouse to the RP.
--- Signature ---
/s/ Tara L. Smith, by power of attorney (2026-02-26)
