Warner Bros Discovery Inc.

10/06/2026 | Press release | Distributed by Public on 10/06/2026 15:39

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GOULD PAUL A
2. Issuer Name and Ticker or Trading Symbol
Warner Bros. Discovery, Inc. [WBD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
230 PARK AVENUE SOUTH
3. Date of Earliest Transaction (Month/Day/Year)
10/06/2026
(Street)
NEW YORK, NY 10003
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Series A Common Stock 10/06/2026 D(1) 117,198 D $31.0167(2) 103,159(3) D
Series A Common Stock 10/06/2026 D(1) 103,159 D $31.0167(4) 0 D
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units(5) (6) (5) (5) Series A Common Stock 33,067 33,067 D
Restricted Stock Units (6) 10/06/2026 D(1) 24,000(4) (4) (4) Series A Common Stock 24,000 (4) 9,067 D
Restricted Stock Units (6) 10/06/2026 D(1) 9,067(7) (7) (7) Series A Common Stock 9,067 (7) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GOULD PAUL A
230 PARK AVENUE SOUTH
NEW YORK, NY 10003
X

Signatures

Tara L. Smith, by power of attorney 10/06/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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").
(2) 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.
(3) The total amount beneficially owned reflects a removal from Table I to Table II of Series A Common Stock underlying 24,000 deferred stock units ("DSUs") and 9,067 restricted stock units ("RSUs") that have been amended by WBD to provide that such DSUs and RSUs would be settled solely in cash.
(4) 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.
(5) On each of June 3, 2025 and June 9, 2026, the Reporting Person was granted a total of 24,000 RSUs and 9,067 RSU, 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 (including 24,000 of which were deferred and are DSUs) to provide that such RSUs and DSUs would be settled solely in cash. Accordingly, such DSUs and RSUs are now being reported in Table II of Form 4 as derivative securities.
(6) 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.
(7) 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.

Remarks:
The foregoing descriptions in notes 1, 2, 4 and 7 are qualified in their entirety by reference to the terms of the Merger Agreement. In the event of any conflict between the descriptions above and the terms set forth in the Merger Agreement, the terms set forth in the Merger Agreement shall control.
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