Warner Bros. Discovery (WBD)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-08-13 10b5-1 Pre-arranged Plan: Yes --- 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: 2026-08-13 | Code: S (Open market sale) Shares: -94,906 | Price: $28.00 Total Value: $2,657,368.00 Shares Owned After: 6,807,934 | Ownership: D (Direct) Footnotes: [F1] As previously disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, the Reporting Person entered into a trading arrangement pursuant to Rule 10b5-1 on March 12, 2026. These sales were made pursuant to that trading arrangement. [Transaction #2] Security: Series A Common Stock Date: 2026-08-13 | Code: M (Exercise of derivative) Shares: +678,267 | Price: $10.16 Total Value: $6,891,192.72 Shares Owned After: 7,486,201 | Ownership: D (Direct) Footnotes: [F1] As previously disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, the Reporting Person entered into a trading arrangement pursuant to Rule 10b5-1 on March 12, 2026. These sales were made pursuant to that trading arrangement. [Transaction #3] Security: Series A Common Stock Date: 2026-08-13 | Code: S (Open market sale) Shares: -678,267 | Price: $28.01 Total Value: $18,998,258.67 Shares Owned After: 6,807,934 | Ownership: D (Direct) Footnotes: [F1] As previously disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, the Reporting Person entered into a trading arrangement pursuant to Rule 10b5-1 on March 12, 2026. These sales were made pursuant to that trading arrangement. [F2] The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $28.00 to $28.07 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 #4] Security: Series A Common Stock Date: 2026-08-14 | Code: M (Exercise of derivative) Shares: +194,999 | Price: $10.16 Total Value: $1,981,189.84 Shares Owned After: 7,002,933 | Ownership: D (Direct) Footnotes: [F1] As previously disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, the Reporting Person entered into a trading arrangement pursuant to Rule 10b5-1 on March 12, 2026. These sales were made pursuant to that trading arrangement. [Transaction #5] Security: Series A Common Stock Date: 2026-08-14 | Code: S (Open market sale) Shares: -194,999 | Price: $28.02 Total Value: $5,463,871.98 Shares Owned After: 6,807,934 | Ownership: D (Direct) Footnotes: [F1] As previously disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, the Reporting Person entered into a trading arrangement pursuant to Rule 10b5-1 on March 12, 2026. These sales were made pursuant to that trading arrangement. [F3] The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $28.00 to $28.15 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 Date: 2026-08-13 | Code: M (Exercise of derivative) Shares: -678,267 | Price: $0.00 Exercisable: N/A | Expires: 2032-06-12 Shares Owned After: 18,130,633 | Ownership: D (Direct) Footnotes: [F1] As previously disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, the Reporting Person entered into a trading arrangement pursuant to Rule 10b5-1 on March 12, 2026. These sales were made pursuant to that trading arrangement. [F4] Options reported herein were part of a grant made on 6/12/2025 pursuant to Mr. Zaslav's Employment Agreement dated 6/12/2025, as amended on 11/7/2025 ("2025 EA"). The total grant consisted of 20,898,776 options exercisable in five equal annual installments beginning on 6/12/2026. Because the performance-based stock price hurdles that were applicable to 60% of such options were satisfied prior to the date hereof, all options pursuant to such grant are subject only to the foregoing time-based vesting schedule. [Transaction #2] Security: Employee Stock Option Date: 2026-08-14 | Code: M (Exercise of derivative) Shares: -194,999 | Price: $0.00 Exercisable: N/A | Expires: 2032-06-12 Shares Owned After: 17,935,634 | Ownership: D (Direct) Footnotes: [F1] As previously disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, the Reporting Person entered into a trading arrangement pursuant to Rule 10b5-1 on March 12, 2026. These sales were made pursuant to that trading arrangement. [F4] Options reported herein were part of a grant made on 6/12/2025 pursuant to Mr. Zaslav's Employment Agreement dated 6/12/2025, as amended on 11/7/2025 ("2025 EA"). The total grant consisted of 20,898,776 options exercisable in five equal annual installments beginning on 6/12/2026. Because the performance-based stock price hurdles that were applicable to 60% of such options were satisfied prior to the date hereof, all options pursuant to such grant are subject only to the foregoing time-based vesting schedule. --- Footnotes (Complete Index) --- F1: As previously disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, the Reporting Person entered into a trading arrangement pursuant to Rule 10b5-1 on March 12, 2026. These sales were made pursuant to that trading arrangement. F2: The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $28.00 to $28.07 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. F3: The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $28.00 to $28.15 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: Options reported herein were part of a grant made on 6/12/2025 pursuant to Mr. Zaslav's Employment Agreement dated 6/12/2025, as amended on 11/7/2025 ("2025 EA"). The total grant consisted of 20,898,776 options exercisable in five equal annual installments beginning on 6/12/2026. Because the performance-based stock price hurdles that were applicable to 60% of such options were satisfied prior to the date hereof, all options pursuant to such grant are subject only to the foregoing time-based vesting schedule. --- Signature --- /s/ Tara L. Smith, Attorney-in-Fact (2026-08-14)