David Zaslav - Jun 12, 2025 Form 4 Insider Report for Warner Bros. Discovery, Inc. (WBD)

Role: Chief Executive Officer & Pres, Director
Signature: Tara L. Smith, Attorney-in-Fact
Stock symbol: WBD
Transactions as of: Jun 12, 2025
Transactions value $: $0
Form type: 4
Date filed: 6/16/2025, 05:30 PM
Previous filing: Jun 2, 2025
Next filing: Aug 28, 2025
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Zaslav David	Chief Executive Officer & Pres, Director	230 PARK AVENUE SOUTH, NEW YORK	Tara L. Smith, Attorney-in-Fact	2025-06-16	0001318285

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	WBD	Employee Stock Option	Award	$0	+20.9M		$0.00	20.9M	Jun 12, 2025	Series A Common Stock	20.9M	$10.16	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	8,359,510 options will become exercisable in 5 equal annual installments beginning on 6/12/2026 ("Time-Based Options"). The remaining 12,539,266 options may be earned upon achievement of specified stock prices ("Performance-Based Options"), as described in Mr. Zaslav's Employment Agreement dated 6/12/2025 ("2025 EA"). Performance-Based Options will become exercisable, to the extent the specified stock prices are met, in 5 equal annual installments beginning on 6/12/2026; provided, however, that no Performance-Based Options shall become exercisable, irrespective of whether the performance conditions are met, until the earlier to occur of (a) the completion of the separation transaction announced by Issuer on 6/9/2025 or (b) another "Qualifying Transaction", as defined in the 2025 EA. To the extent that the separation or a Qualifying Transaction does not occur prior to 12/31/2026, any then unvested Time-Based Options and all Performance-Based Options will be immediately forfeited.

Content

8,359,510 options will become exercisable in 5 equal annual installments beginning on 6/12/2026 ("Time-Based Options"). The remaining 12,539,266 options may be earned upon achievement of specified stock prices ("Performance-Based Options"), as described in Mr. Zaslav's Employment Agreement dated 6/12/2025 ("2025 EA"). Performance-Based Options will become exercisable, to the extent the specified stock prices are met, in 5 equal annual installments beginning on 6/12/2026; provided, however, that no Performance-Based Options shall become exercisable, irrespective of whether the performance conditions are met, until the earlier to occur of (a) the completion of the separation transaction announced by Issuer on 6/9/2025 or (b) another "Qualifying Transaction", as defined in the 2025 EA. To the extent that the separation or a Qualifying Transaction does not occur prior to 12/31/2026, any then unvested Time-Based Options and all Performance-Based Options will be immediately forfeited.