Warner Bros. Discovery (WBD)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-08-10 10b5-1 Pre-arranged Plan: No --- Issuer --- Name: Warner Bros. Discovery, Inc. (WBD) CIK: 0001437107 --- Reporting Owner --- Name: Zeiler Gerhard CIK: 0001605503 Role: Officer (President, International) --- Non-Derivative Transactions --- [Transaction #1] Security: Series A Common Stock Date: 2026-08-10 | Code: S (Open market sale) Shares: -100,000 | Price: $27.06 Total Value: $2,706,000.00 Shares Owned After: 537,436 | 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 $27.05 to $27.09 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 #2] Security: Series A Common Stock Date: 2026-08-10 | Code: M (Exercise of derivative) Shares: +201,656 | Price: $15.02 Total Value: $3,028,873.12 Shares Owned After: 739,092 | Ownership: D (Direct) [Transaction #3] Security: Series A Common Stock Date: 2026-08-10 | Code: S (Open market sale) Shares: -201,656 | Price: $27.07 Total Value: $5,458,827.92 Shares Owned After: 537,436 | 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 $27.06 to $27.10 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: 2026-08-10 | Code: M (Exercise of derivative) Shares: +196,691 | Price: $8.67 Total Value: $1,705,310.97 Shares Owned After: 734,127 | Ownership: D (Direct) [Transaction #5] Security: Series A Common Stock Date: 2026-08-10 | Code: S (Open market sale) Shares: -196,691 | Price: $27.04 Total Value: $5,318,524.64 Shares Owned After: 537,436 | 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 $27.03 to $27.07 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: 2026-08-10 | Code: M (Exercise of derivative) Shares: +92,691 | Price: $11.02 Total Value: $1,021,454.82 Shares Owned After: 630,127 | Ownership: D (Direct) [Transaction #7] Security: Series A Common Stock Date: 2026-08-10 | Code: S (Open market sale) Shares: -92,691 | Price: $27.02 Total Value: $2,504,510.82 Shares Owned After: 537,436 | 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 $27.01 to $27.03 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: 2026-08-10 | Code: M (Exercise of derivative) Shares: -201,656 | Price: $0.00 Exercisable: N/A | Expires: 2030-03-01 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F5] This option vests in three installments (33%, 33%, 34%) beginning on March 1, 2024. [Transaction #2] Security: Employee Stock Option (right to acquire) Date: 2026-08-10 | Code: M (Exercise of derivative) Shares: -196,691 | Price: $0.00 Exercisable: N/A | Expires: 2031-03-01 Shares Owned After: 101,326 | Ownership: D (Direct) Footnotes: [F6] This option vests in three installments (33%, 33%, 34%) beginning on March 1, 2025. [Transaction #3] Security: Employee Stock Option Date: 2026-08-10 | Code: M (Exercise of derivative) Shares: -92,691 | Price: $0.00 Exercisable: N/A | Expires: 2032-03-03 Shares Owned After: 188,193 | Ownership: D (Direct) Footnotes: [F7] 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 $27.05 to $27.09 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. F2: The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $27.06 to $27.10 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 $27.03 to $27.07 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 $27.01 to $27.03 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: This option vests in three installments (33%, 33%, 34%) beginning on March 1, 2024. F6: This option vests in three installments (33%, 33%, 34%) beginning on March 1, 2025. F7: This option vests in three installments (33%, 33%, 34%) beginning on March 3, 2026. --- Signature --- /s/ Tara L. Smith, by power of attorney (2026-08-12)