SEC Form 4 · accession 0001318285-26-000017
Warner Bros. Discovery, Inc. · WBD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Zaslav
Officer — Chief Executive Officer & Pres · Director
Period of report
Aug 13, 2026
Accepted (ET)
Aug 14, 2026 · 9:37 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001437107
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series A Common Stock | Aug 13, 2026 | S | 94,906 | $28.00 | D | 6,807,934 | D | |
| Series A Common Stock | Aug 13, 2026 | M | 678,267 | $10.16 | A | 7,486,201 | D | |
| Series A Common StockF2 | Aug 13, 2026 | S | 678,267 | $28.01 | D | 6,807,934 | D | |
| Series A Common Stock | Aug 14, 2026 | M | 194,999 | $10.16 | A | 7,002,933 | D | |
| Series A Common StockF3 | Aug 14, 2026 | S | 194,999 | $28.02 | D | 6,807,934 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock OptionF4 | $10.16 | Aug 13, 2026 | M | 678,267 | D | Jun 12, 2026 | Jun 12, 2032 | Series A Common Stock | 678,267 | 18,130,633 | D |
| Employee Stock OptionF4 | $10.16 | Aug 14, 2026 | M | 194,999 | D | Jun 12, 2026 | Jun 12, 2032 | Series A Common Stock | 194,999 | 17,935,634 | D |
Explanation of responses
- F1As previously disclosed by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, the Reporting Person entered into a trading arrangement pursuant to Rule 10b5-1 on March 12, 2026. These sales were made pursuant to that trading arrangement.
- F2The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $28.00 to $28.07 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
- F3The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $28.00 to $28.15 per share. The reporting person will provide to the Issuer, any security holder of the Issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
- F4Options reported herein were part of a grant made on 6/12/2025 pursuant to Mr. Zaslav's Employment Agreement dated 6/12/2025, as amended on 11/7/2025 ("2025 EA"). The total grant consisted of 20,898,776 options exercisable in five equal annual installments beginning on 6/12/2026. Because the performance-based stock price hurdles that were applicable to 60% of such options were satisfied prior to the date hereof, all options pursuant to such grant are subject only to the foregoing time-based vesting schedule.