Warner Bros. Discovery (WBD) 4: Zaslav David sold 1,500,000 shares at $31.02 on 2026-10-06;… (Oct 8, 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: Zaslav David CIK: 0001318285 Role: Director, Officer (Chief Executive Officer & Pres) --- Non-Derivative Transactions --- [Transaction #1] Security: Series A Common Stock Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -1,500,000 | Price: $31.02 Total Value: $46,525,050.00 Shares Owned After: 5,307,934 | 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. [Transaction #2] Security: Series A Common Stock Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -1,570,772 | Price: $31.02 Total Value: $48,720,163.89 Shares Owned After: 3,737,162 | 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"). [F3] Under the Merger Agreement, at the Effective Time, each outstanding vested restricted stock unit ("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. [Transaction #3] Security: Series A Common Stock Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -3,737,162 | Price: $31.02 Total Value: $115,914,432.61 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"). [F4] Under the Merger Agreement, at the Effective Time, each outstanding unvested performance RSU ("PRSU") that was previously certified upon achievement of the applicable performance metric was cancelled and converted into the contingent right to receive an amount in cash (without interest and subject to applicable withholding taxes) (a "Converted Cash Award") equal in value to the product of (x) the Per Share Merger Consideration and (y) the total number of shares of Series A Common Stock subject to such PRSU, determined based on the previous certification by the compensation committee of WBD's board of directors. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions (other than performance-vesting conditions rendered inoperative by the Merger) as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection. [Transaction #4] Security: Series A Common Stock Date: 2026-10-06 | Code: A (Grant or award) Shares: +425,986 | Price: $0.00 Shares Owned After: 425,986 | 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"). [F5] Represents the number of shares of Series A Common Stock underlying unvested PRSUs that became earned in connection with the Merger, determined assuming the achievement of actual performance as of the Effective Time as determined by the compensation committee of WBD's board of directors and extrapolated through the end of the performance period (if greater than target performance). [Transaction #5] Security: Series A Common Stock Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -425,986 | Price: $31.02 Total Value: $13,212,679.97 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"). [F6] Under the Merger Agreement, at the Effective Time, each outstanding unvested PRSU that became earned in connection with the Merger was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the Per Share Merger Consideration and (y) the total number of shares of Series A Common Stock subject to such PRSU, determined assuming achievement of actual performance as of the Effective Time as determined by the compensation committee of WBD's board of directors and extrapolated through the end of the performance period (if greater than target performance). Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions (other than performance-vesting conditions rendered inoperative by the Merger) as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection. --- Derivative Transactions --- [Transaction #1] Security: Employee Stock Option Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -1,635,284 Exercise Price: $35.65 Exercisable: N/A | Expires: 2028-05-16 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"). [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [Transaction #2] Security: Employee Stock Option Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -1,519,414 Exercise Price: $37.43 Exercisable: N/A | Expires: 2028-05-16 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"). [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [Transaction #3] Security: Employee Stock Option Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -1,557,685 Exercise Price: $39.30 Exercisable: N/A | Expires: 2028-05-16 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"). [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [Transaction #4] Security: Employee Stock Option Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -1,603,292 Exercise Price: $41.27 Exercisable: N/A | Expires: 2028-05-16 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"). [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [Transaction #5] Security: Employee Stock Option Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -1,682,083 Exercise Price: $43.33 Exercisable: N/A | Expires: 2028-05-16 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"). [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [Transaction #6] Security: Employee Stock Option Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -1,360,127 Exercise Price: $35.65 Exercisable: N/A | Expires: 2028-05-16 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"). [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F8] This option vests in four equal annual installments beginning on January 1, 2024. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [Transaction #7] Security: Employee Stock Option Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -1,421,234 Exercise Price: $37.43 Exercisable: N/A | Expires: 2028-05-16 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"). [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F9] This option vests in four equal annual installments beginning on January 1, 2025. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [Transaction #8] Security: Employee Stock Option Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -1,401,917 Exercise Price: $39.30 Exercisable: N/A | Expires: 2028-05-16 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"). [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F10] This option vests in three equal annual installments beginning on January 1, 2026. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [Transaction #9] Security: Employee Stock Option Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -1,270,188 Exercise Price: $41.27 Exercisable: N/A | Expires: 2028-05-16 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"). [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F11] This option vests in two equal annual installments beginning on January 1, 2027. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [Transaction #10] Security: Employee Stock Option Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -1,322,488 Exercise Price: $43.33 Exercisable: N/A | Expires: 2028-05-16 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"). [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F12] This option vests 100% on December 31, 2027. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [Transaction #11] Security: Employee Stock Option (right to acquire) Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -198,132 Exercise Price: $37.43 Exercisable: N/A | Expires: 2029-01-03 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"). [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [F7] Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. [Transaction #12] Security: Employee Stock Option Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -17,935,634 Exercise Price: $10.16 Exercisable: N/A | Expires: 2032-06-12 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"). [F13] Under the Merger Agreement, at the Effective Time, each outstanding vested option 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 option multiplied by (b) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option, less applicable withholding taxes. [F13] Under the Merger Agreement, at the Effective Time, each outstanding vested option 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 option multiplied by (b) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option, less applicable withholding taxes. [F14] These options will become exercisable in five equal annual installments beginning on June 12, 2026. [F13] Under the Merger Agreement, at the Effective Time, each outstanding vested option 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 option multiplied by (b) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option, less applicable withholding taxes. [Transaction #13] Security: Employee Stock Option (right to acquire) Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -3,052,734 Exercise Price: $28.51 Exercisable: N/A | Expires: 2033-01-02 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"). [F13] Under the Merger Agreement, at the Effective Time, each outstanding vested option 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 option multiplied by (b) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option, less applicable withholding taxes. [F13] Under the Merger Agreement, at the Effective Time, each outstanding vested option 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 option multiplied by (b) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option, less applicable withholding taxes. [F14] These options will become exercisable in five equal annual installments beginning on June 12, 2026. [F13] Under the Merger Agreement, at the Effective Time, each outstanding vested option 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 option multiplied by (b) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option, less applicable withholding taxes. --- 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"). F10: This option vests in three equal annual installments beginning on January 1, 2026. F11: This option vests in two equal annual installments beginning on January 1, 2027. F12: This option vests 100% on December 31, 2027. F13: Under the Merger Agreement, at the Effective Time, each outstanding vested option 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 option multiplied by (b) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option, less applicable withholding taxes. F14: These options will become exercisable in five equal annual installments beginning on June 12, 2026. 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: Under the Merger Agreement, at the Effective Time, each outstanding vested restricted stock unit ("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. F4: Under the Merger Agreement, at the Effective Time, each outstanding unvested performance RSU ("PRSU") that was previously certified upon achievement of the applicable performance metric was cancelled and converted into the contingent right to receive an amount in cash (without interest and subject to applicable withholding taxes) (a "Converted Cash Award") equal in value to the product of (x) the Per Share Merger Consideration and (y) the total number of shares of Series A Common Stock subject to such PRSU, determined based on the previous certification by the compensation committee of WBD's board of directors. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions (other than performance-vesting conditions rendered inoperative by the Merger) as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection. F5: Represents the number of shares of Series A Common Stock underlying unvested PRSUs that became earned in connection with the Merger, determined assuming the achievement of actual performance as of the Effective Time as determined by the compensation committee of WBD's board of directors and extrapolated through the end of the performance period (if greater than target performance). F6: Under the Merger Agreement, at the Effective Time, each outstanding unvested PRSU that became earned in connection with the Merger was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the Per Share Merger Consideration and (y) the total number of shares of Series A Common Stock subject to such PRSU, determined assuming achievement of actual performance as of the Effective Time as determined by the compensation committee of WBD's board of directors and extrapolated through the end of the performance period (if greater than target performance). Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions (other than performance-vesting conditions rendered inoperative by the Merger) as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection. F7: Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration. F8: This option vests in four equal annual installments beginning on January 1, 2024. F9: This option vests in four equal annual installments beginning on January 1, 2025. --- Signature --- /s/ Tara L. Smith, Attorney-in-Fact (2026-10-08)