Warner Bros. Discovery (WBD) 4: Aiyar Priya sold 897,844 shares at $31.02 on 2026-10-06; Ai… (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: Aiyar Priya CIK: 0001933736 Role: Officer (Chief Legal Officer) --- Non-Derivative Transactions --- [Transaction #1] Security: Series A Common Stock Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -897,844 | Price: $31.02 Total Value: $27,848,157.99 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"). 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. [F2] Under the Merger Agreement, at the Effective Time, each outstanding unvested restricted stock unit ("RSU") 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 total number of shares of Series A Common Stock subject to such RSU and (y) the Per Share Merger Consideration. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection. [Transaction #2] Security: Series A Common Stock Date: 2026-10-06 | Code: A (Grant or award) Shares: +948,656 | Price: $0.00 Shares Owned After: 948,656 | 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"). 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] Represents the number of shares of Series A Common Stock underlying unvested performance restricted stock units ("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 #3] Security: Series A Common Stock Date: 2026-10-06 | Code: D (Sale to issuer) Shares: -948,656 | Price: $31.02 Total Value: $29,424,178.56 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"). 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. [F4] 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: -156,827 Exercise Price: $11.02 Exercisable: N/A | Expires: 2032-03-03 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"). 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. [F5] Under the Merger Agreement, at the Effective Time, each outstanding unvested option was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the total number of shares of Series A Common Stock subject to such option and (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection. [F5] Under the Merger Agreement, at the Effective Time, each outstanding unvested option was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the total number of shares of Series A Common Stock subject to such option and (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection. [F6] This option vests in three installments (33%, 33%, 34%) beginning on March 3, 2026. [F5] Under the Merger Agreement, at the Effective Time, each outstanding unvested option was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the total number of shares of Series A Common Stock subject to such option and (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection. --- 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"). 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. F2: Under the Merger Agreement, at the Effective Time, each outstanding unvested restricted stock unit ("RSU") 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 total number of shares of Series A Common Stock subject to such RSU and (y) the Per Share Merger Consideration. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection. F3: Represents the number of shares of Series A Common Stock underlying unvested performance restricted stock units ("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). F4: 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. F5: Under the Merger Agreement, at the Effective Time, each outstanding unvested option was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the total number of shares of Series A Common Stock subject to such option and (y) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection. F6: This option vests in three installments (33%, 33%, 34%) beginning on March 3, 2026. --- Signature --- /s/ Tara L. Smith, by power of attorney (2026-10-08)