Warner Bros. Discovery (WBD) 4: LOWE KENNETH W sold 581,041 shares at $31.02 on 2026-10-06;… (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: LOWE KENNETH W CIK: 0001186933 Role: Director --- Non-Derivative Transactions --- [Transaction #1] Security: Series A Common Stock Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -581,041 | Price: $31.02 Total Value: $18,021,974.38 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 SKYD (the "Merger"). [F2] At the effective time of the Merger (the "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. [F3] The total amount beneficially owned reflects a removal from Table I to Table II of Series A Common Stock underlying 9,067 restricted stock units ("RSUs") that have been amended by WBD to provide that such RSUs would be settled solely in cash. [Transaction #2] Security: Series A Common Stock Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -793 | Price: $31.02 Total Value: $24,596.24 Shares Owned After: 0 | Ownership: I (Indirect) | Nature: By Trust 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 SKYD (the "Merger"). [F4] The reporting person was appointed trustee of The Lowe Family Trust, UAD 11/16/2006, as amended, on March 17, 2025. The reporting person and members of his family are among the beneficiaries of the trust. The reporting person disclaims beneficial ownership of the Series A common stock held by the trust except to the extent of his pecuniary interest therein. --- Derivative Transactions --- [Transaction #1] Security: Restricted Stock Units Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -9,067 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 SKYD (the "Merger"). [F7] Under the Merger Agreement, at the Effective Time, each outstanding vested RSU 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 RSU multiplied by (b) the Per Share Merger Consideration, less applicable withholding taxes. [F7] Under the Merger Agreement, at the Effective Time, each outstanding vested RSU 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 RSU multiplied by (b) the Per Share Merger Consideration, less applicable withholding taxes. [F7] Under the Merger Agreement, at the Effective Time, each outstanding vested RSU 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 RSU multiplied by (b) the Per Share Merger Consideration, less applicable withholding taxes. --- Holdings --- [Holding #1] Security: Restricted Stock Units 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. [F6] On June 9, 2026, the Reporting Person was granted a total of 9,067 RSUs, 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 to provide that such RSUs would be settled solely in cash. Accordingly, such RSUs are now being reported in Table II of Form 4 as derivative securities. [F6] On June 9, 2026, the Reporting Person was granted a total of 9,067 RSUs, 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 to provide that such RSUs would be settled solely in cash. Accordingly, such RSUs 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 SKYD (the "Merger"). F2: At the effective time of the Merger (the "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. F3: The total amount beneficially owned reflects a removal from Table I to Table II of Series A Common Stock underlying 9,067 restricted stock units ("RSUs") that have been amended by WBD to provide that such RSUs would be settled solely in cash. F4: The reporting person was appointed trustee of The Lowe Family Trust, UAD 11/16/2006, as amended, on March 17, 2025. The reporting person and members of his family are among the beneficiaries of the trust. The reporting person disclaims beneficial ownership of the Series A common stock held by the trust except to the extent of his pecuniary interest therein. 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. F6: On June 9, 2026, the Reporting Person was granted a total of 9,067 RSUs, 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 to provide that such RSUs would be settled solely in cash. Accordingly, such RSUs are now being reported in Table II of Form 4 as derivative securities. F7: Under the Merger Agreement, at the Effective Time, each outstanding vested RSU 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 RSU multiplied by (b) the Per Share Merger Consideration, less applicable withholding taxes. --- Signature --- /s/ Tara L. Smith, by power of attorney (2026-10-06)