=== SEC Form 4/A — Statement of Changes in Beneficial Ownership ===
Document Type: 4/A
Period of Report: 2022-04-08
10b5-1 Pre-arranged Plan: No
--- Issuer ---
Name: Warner Bros. Discovery, Inc. (WBD)
CIK: 0001437107
--- Reporting Owner ---
Name: FISHER RICHARD W
CIK: 0001287510
Role: Director
--- Non-Derivative Transactions ---
[Transaction #1]
Security: Series A Common Stock
Date: 2022-04-08 | Code: A (Grant or award)
Shares: +3,673 | Price: $0.00
Shares Owned After: 3,673 | Ownership: D (Direct)
Footnotes:
[F1] Represents Series A common stock of Warner Bros. Discovery, Inc., par value $0.01 per share ("WBD Series A common stock").
[F2] In connection with the Combination (as defined below), (1) AT&T, Inc. ("AT&T") transferred the business, operations and activities that constitute the WarnerMedia segment of AT&T, subject to certain exceptions, to Magallanes, Inc., a wholly owned subsidiary of AT&T ("Spinco"), (2) AT&T distributed to its stockholders by way of a pro rata dividend the issued and outstanding shares of common stock of Spinco (the "Spinco Stock") such that each AT&T stockholder was entitled to receive one share of Spinco Stock for each share of AT&T common stock held as of the record date for the distribution, (3) a wholly-owned subsidiary of Warner Bros. Discovery, Inc. ("WBD") merged with Spinco, with Spinco surviving as a wholly-owned subsidiary of WBD, and (4) each share of Spinco Stock was automatically converted into the right to receive 0.241917 shares of WBD Series A common stock. Reflects the acquisition of WBD Series A common stock upon the automatic conversion of Spinco Stock in the Combination.
[F3] This amended Form 4 is being filed to correct the amount of WBD Series A common stock received by the reporting person in connection with the Combination as reported in Column 5 in the Form 4 filed on August 18, 2023.
--- Footnotes (Complete Index) ---
F1: Represents Series A common stock of Warner Bros. Discovery, Inc., par value $0.01 per share ("WBD Series A common stock").
F2: In connection with the Combination (as defined below), (1) AT&T, Inc. ("AT&T") transferred the business, operations and activities that constitute the WarnerMedia segment of AT&T, subject to certain exceptions, to Magallanes, Inc., a wholly owned subsidiary of AT&T ("Spinco"), (2) AT&T distributed to its stockholders by way of a pro rata dividend the issued and outstanding shares of common stock of Spinco (the "Spinco Stock") such that each AT&T stockholder was entitled to receive one share of Spinco Stock for each share of AT&T common stock held as of the record date for the distribution, (3) a wholly-owned subsidiary of Warner Bros. Discovery, Inc. ("WBD") merged with Spinco, with Spinco surviving as a wholly-owned subsidiary of WBD, and (4) each share of Spinco Stock was automatically converted into the right to receive 0.241917 shares of WBD Series A common stock. Reflects the acquisition of WBD Series A common stock upon the automatic conversion of Spinco Stock in the Combination.
F3: This amended Form 4 is being filed to correct the amount of WBD Series A common stock received by the reporting person in connection with the Combination as reported in Column 5 in the Form 4 filed on August 18, 2023.
--- Signature ---
/s/ Tara L. Smith, by power of attorney (2026-01-16)
