Warner Bros. Discovery (WBD) 4: Price Paula A sold 59,151 shares at $31.02 on 2026-10-06; P… (Oct 6, 2026)

=== SEC Form 4 — Statement of Changes in Beneficial Ownership === Document Type: 4 Period of Report: 2026-10-06 10b5-1 Pre-arranged Plan: No --- Issuer --- Name: Warner Bros. Discovery, Inc. (WBD) CIK: 0001437107 --- Reporting Owner --- Name: Price Paula A CIK: 0001369240 Role: Director --- Non-Derivative Transactions --- [Transaction #1] Security: Series A Common Stock Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -59,151 | Price: $31.02 Total Value: $1,834,668.82 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F1] On October 6, 2026, pursuant to the Agreement and Plan of Merger, dated February 27, 2026 (the "Merger Agreement"), by and among Warner Bros. Discovery, Inc. ("WBD"), Skydance Corporation (f/k/a Paramount Skydance Corporation) ("SKYD") and Prince Sub Inc., a wholly owned subsidiary of SKYD ("Merger Sub"), Merger Sub merged with and into WBD, with WBD surviving as a wholly owned subsidiary of Paramount (the "Merger"). At the effective time of the Merger ("Effective Time"), each share of WBD's Series A common stock, par value $0.01 per share ("Series A Common Stock"), issued and outstanding immediately prior to the Effective Time (except as otherwise provided in the Merger Agreement) was converted into the right to receive an amount in cash equal to $31.01666668 (the "Per Share Merger Consideration"), without interest. [F2] Under the Merger Agreement, at the Effective Time, each outstanding deferred stock unit ("DSU") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Series A Common Stock subject to the DSU multiplied by (b) the Per Share Merger Consideration, less applicable withholding taxes, and payable at the same time as the DSU from which it was converted. [F3] The total amount beneficially owned reflects a removal from Table I to Table II of Series A Common Stock underlying 33,067 deferred stock units ("DSUs") that have been amended by WBD to provide that such DSUs would be settled solely in cash. --- Derivative Transactions --- [Transaction #1] Security: Restricted Stock Units Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -33,067 Shares Owned After: 0 | Ownership: D (Direct) Footnotes: [F5] Each RSU represents a right to receive an amount in cash equivalent to the value of one share of Series A Common Stock upon vesting. [F1] On October 6, 2026, pursuant to the Agreement and Plan of Merger, dated February 27, 2026 (the "Merger Agreement"), by and among Warner Bros. Discovery, Inc. ("WBD"), Skydance Corporation (f/k/a Paramount Skydance Corporation) ("SKYD") and Prince Sub Inc., a wholly owned subsidiary of SKYD ("Merger Sub"), Merger Sub merged with and into WBD, with WBD surviving as a wholly owned subsidiary of Paramount (the "Merger"). At the effective time of the Merger ("Effective Time"), each share of WBD's Series A common stock, par value $0.01 per share ("Series A Common Stock"), issued and outstanding immediately prior to the Effective Time (except as otherwise provided in the Merger Agreement) was converted into the right to receive an amount in cash equal to $31.01666668 (the "Per Share Merger Consideration"), without interest. [F2] Under the Merger Agreement, at the Effective Time, each outstanding deferred stock unit ("DSU") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Series A Common Stock subject to the DSU multiplied by (b) the Per Share Merger Consideration, less applicable withholding taxes, and payable at the same time as the DSU from which it was converted. [F2] Under the Merger Agreement, at the Effective Time, each outstanding deferred stock unit ("DSU") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Series A Common Stock subject to the DSU multiplied by (b) the Per Share Merger Consideration, less applicable withholding taxes, and payable at the same time as the DSU from which it was converted. [F2] Under the Merger Agreement, at the Effective Time, each outstanding deferred stock unit ("DSU") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Series A Common Stock subject to the DSU multiplied by (b) the Per Share Merger Consideration, less applicable withholding taxes, and payable at the same time as the DSU from which it was converted. [F2] Under the Merger Agreement, at the Effective Time, each outstanding deferred stock unit ("DSU") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Series A Common Stock subject to the DSU multiplied by (b) the Per Share Merger Consideration, less applicable withholding taxes, and payable at the same time as the DSU from which it was converted. --- Holdings --- [Holding #1] Security: Restricted Stock Units Ownership: D (Direct) Footnotes: [F4] On each of June 3, 2025 and June 9, 2026, the Reporting Person was granted a total of 24,000 restricted stock units ("RSUs") and 9,067 RSUs, respectively, which were previously reported in Table I of Form 4 by the Reporting Person. Effective October 2, 2026, WBD amended the terms of such previously granted RSUs (all of which were deferred and are DSUs) to provide that such DSUs would be settled solely in cash. Accordingly, such DSUs are now being reported in Table II of Form 4 as derivative securities. [F5] Each RSU represents a right to receive an amount in cash equivalent to the value of one share of Series A Common Stock upon vesting. [F4] On each of June 3, 2025 and June 9, 2026, the Reporting Person was granted a total of 24,000 restricted stock units ("RSUs") and 9,067 RSUs, respectively, which were previously reported in Table I of Form 4 by the Reporting Person. Effective October 2, 2026, WBD amended the terms of such previously granted RSUs (all of which were deferred and are DSUs) to provide that such DSUs would be settled solely in cash. Accordingly, such DSUs are now being reported in Table II of Form 4 as derivative securities. [F4] On each of June 3, 2025 and June 9, 2026, the Reporting Person was granted a total of 24,000 restricted stock units ("RSUs") and 9,067 RSUs, respectively, which were previously reported in Table I of Form 4 by the Reporting Person. Effective October 2, 2026, WBD amended the terms of such previously granted RSUs (all of which were deferred and are DSUs) to provide that such DSUs would be settled solely in cash. Accordingly, such DSUs are now being reported in Table II of Form 4 as derivative securities. --- Footnotes (Complete Index) --- F1: On October 6, 2026, pursuant to the Agreement and Plan of Merger, dated February 27, 2026 (the "Merger Agreement"), by and among Warner Bros. Discovery, Inc. ("WBD"), Skydance Corporation (f/k/a Paramount Skydance Corporation) ("SKYD") and Prince Sub Inc., a wholly owned subsidiary of SKYD ("Merger Sub"), Merger Sub merged with and into WBD, with WBD surviving as a wholly owned subsidiary of Paramount (the "Merger"). At the effective time of the Merger ("Effective Time"), each share of WBD's Series A common stock, par value $0.01 per share ("Series A Common Stock"), issued and outstanding immediately prior to the Effective Time (except as otherwise provided in the Merger Agreement) was converted into the right to receive an amount in cash equal to $31.01666668 (the "Per Share Merger Consideration"), without interest. F2: Under the Merger Agreement, at the Effective Time, each outstanding deferred stock unit ("DSU") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (a) the total number of shares of Series A Common Stock subject to the DSU multiplied by (b) the Per Share Merger Consideration, less applicable withholding taxes, and payable at the same time as the DSU from which it was converted. F3: The total amount beneficially owned reflects a removal from Table I to Table II of Series A Common Stock underlying 33,067 deferred stock units ("DSUs") that have been amended by WBD to provide that such DSUs would be settled solely in cash. F4: On each of June 3, 2025 and June 9, 2026, the Reporting Person was granted a total of 24,000 restricted stock units ("RSUs") and 9,067 RSUs, respectively, which were previously reported in Table I of Form 4 by the Reporting Person. Effective October 2, 2026, WBD amended the terms of such previously granted RSUs (all of which were deferred and are DSUs) to provide that such DSUs would be settled solely in cash. Accordingly, such DSUs are now being reported in Table II of Form 4 as derivative securities. F5: Each RSU represents a right to receive an amount in cash equivalent to the value of one share of Series A Common Stock upon vesting. --- Signature --- /s/ Tara L. Smith, by power of attorney (2026-10-06)