Warner Bros Discovery Inc.

02/26/2026 | Press release | Distributed by Public on 02/26/2026 18:20

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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Zaslav David
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
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer & Pres
(Last) (First) (Middle)
230 PARK AVENUE SOUTH
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026
(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 02/24/2026 A 2,094,242(1) A $ 0 10,775,259 D
Series A Common Stock 02/24/2026 F 803,005(2) D $29.15 9,972,254 D
Series A Common Stock 02/24/2026 A 2,006,982(3) A $ 0 11,979,236 D
Series A Common Stock 02/24/2026 F 774,460(4) D $29.15 11,204,776 D
Series A Common Stock 153 I Spouse
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Zaslav David
230 PARK AVENUE SOUTH
NEW YORK, NY 10003
X Chief Executive Officer & Pres

Signatures

Tara L. Smith, Attorney-in-Fact 02/26/2026
**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) These shares represent the annual performance-based restricted stock units granted to Mr. Zaslav in March 2025 ("2025 Annual PRSUs") and were earned based on his achievement of certain individual strategic objectives and WBD's 2025 free cash flow ("FCF") performance in relation to a pre-established target. On February 24, 2026, the WBD Compensation Committee certified that the 2025 strategic and financial objectives had been achieved and exceeded.
(2) These shares represent shares that were withheld by the Company to satisfy its tax withholding obligations with respect to the 2025 Annual PRSUs.
(3) These shares represent performance-based restricted stock units granted to Mr. Zaslav in March 2025 ("2025 Supplemental PRSUs") and were earned based solely on WBD's 2025 free cash flow ("FCF") performance in relation to a pre-established target. On February 24, 2026, the WBD Compensation Committee certified that WBD's 2025 FCF performance had exceeded the pre-established target.
(4) These shares represent shares that were withheld by the Company to satisfy its tax withholding obligations with respect to the 2025 Supplemental PRSUs.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Warner Bros Discovery Inc. published this content on February 26, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on February 27, 2026 at 00:20 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]