Changes in Beneficial Ownership · 4
Warner Bros. Discovery, Inc.
Changes in Beneficial Ownership
Structured filing — 4
wk-form4_1791332913.xml
Filing details
- Report period
- 2026-10-06
- Issuer
- Warner Bros. Discovery, Inc.
- Issuer CIK
- 0001437107
- Trading symbol
- WBD
- No longer subject to Section 16
- Checked
Reporting owner 1
- Name
- LEE DEBRA L
- Reporting owner CIK
- 0001119838
- Relationship
- Director
- Address
- 230 PARK AVENUE SOUTH, NEW YORK, NY, 10003
Non-derivative transactions
| Security | Transaction date | Code | Amount | A / D | Price (USD) | Owned after | Ownership |
|---|---|---|---|---|---|---|---|
| Series A Common Stock | 2026-10-06 | D · Form 4[F1] | 26,700 | D | 31.0167[F2] | 16,106[F3] | D |
| Series A Common Stock | 2026-10-06 | D · Form 4[F1] | 16,106 | D | 31.0167[F4] | 0 | D |
Table key
- D · Form 4
- Disposition to the issuer under Rule 16b-3(e)
- D
- Direct
Derivative transactions
| Security | Conversion / exercise price (USD) | Transaction date | Code | Amount | A / D | Price (USD) | Exercisable | Expires | Underlying security | Underlying shares | Owned after | Ownership |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units | [F5] | 2026-10-06 | D · Form 4[F1] | 24,000 | D | [F4] | [F4] | [F4] | Series A Common Stock | 24,000 | 9,067 | D |
| Restricted Stock Units | [F5] | 2026-10-06 | D · Form 4[F1] | 9,067 | D | [F7] | [F7] | [F7] | Series A Common Stock | 9,067 | 0 | D |
Table key
- D · Form 4
- Disposition to the issuer under Rule 16b-3(e)
- D
- Direct
Derivative holdings
| Security | Conversion / exercise price (USD) | Exercisable | Expires | Underlying security | Underlying shares | Amount owned | Ownership |
|---|---|---|---|---|---|---|---|
| Restricted Stock Units | [F5] | [F6] | [F6] | Series A Common Stock | 33,067 | 33,067 | D |
Table key
- 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").↩ 1↩ 2↩ 3↩ 4
- 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.↩ 1
- F3
- 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.↩ 1
- F4
- 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.↩ 1↩ 2↩ 3↩ 4
- F5
- 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.↩ 1↩ 2↩ 3
- F6
- 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.↩ 1↩ 2
- F7
- 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.↩ 1↩ 2↩ 3
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.
Signature 1
- Signed
- Tara L. Smith, by power of attorney
- Date
- 2026-10-06
Company context
Warner Bros. Discovery is a leading global media and entertainment company that creates and distributes the world’s most differentiated and complete portfolio of branded content across television, film, streaming and gaming. Warner Bros. Discovery inspires, informs and entertains audiences worldwide through its iconic brands and products including: Discovery Channel, HBO Max, discovery+, CNN, DC, TNT Sports, Eurosport, HBO, HGTV, Food Network, OWN, Investigation Discovery, TLC, Magnolia Network, TNT, TBS, truTV, Travel Channel, Animal Planet, Science Channel, Warner Bros. Motion Picture Group, Warner Bros. Television Group, Warner Bros. Pictures Animation, Warner Bros. Games, New Line Cinema, Cartoon Network, Adult Swim, Turner Classic Movies, Discovery en Español, Hogar de HGTV and others.