Warner Bros. Discovery, Inc. · Stock award · Series A Common Stock

What does this filing report?

An SEC Form 4 filing for Warner Bros. Discovery, Inc. records a stock award involving Series A Common Stock on October 6, 2026. The reported quantity was 425,986. The filing date is October 8, 2026. This is one transaction record; amounts are not allocated among any joint reporting owners.

The acquisition category describes how securities were received. It does not by itself establish a cash purchase of common stock. Read the transaction code definitionsand the original filing before interpreting the amounts.

Filing footnotes & remarks

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").

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.

F3

Under the Merger Agreement, at the Effective Time, each outstanding vested restricted stock unit ("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.

F4

Under the Merger Agreement, at the Effective Time, each outstanding unvested performance RSU ("PRSU") that was previously certified upon achievement of the applicable performance metric was cancelled and converted into the contingent right to receive an amount in cash (without interest and subject to applicable withholding taxes) (a "Converted Cash Award") equal in value to the product of (x) the Per Share Merger Consideration and (y) the total number of shares of Series A Common Stock subject to such PRSU, determined based on the previous certification by the compensation committee of WBD's board of directors. Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions (other than performance-vesting conditions rendered inoperative by the Merger) as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.

F5

Represents the number of shares of Series A Common Stock underlying unvested PRSUs that became earned in connection with the Merger, determined assuming the achievement of actual performance as of the Effective Time as determined by the compensation committee of WBD's board of directors and extrapolated through the end of the performance period (if greater than target performance).

F6

Under the Merger Agreement, at the Effective Time, each outstanding unvested PRSU that became earned in connection with the Merger was cancelled and converted into the contingent right to receive a Converted Cash Award equal in value to the product of (x) the Per Share Merger Consideration and (y) the total number of shares of Series A Common Stock subject to such PRSU, determined assuming achievement of actual performance as of the Effective Time as determined by the compensation committee of WBD's board of directors and extrapolated through the end of the performance period (if greater than target performance). Each such Converted Cash Award so assumed and converted continues to have, and is subject to, the same vesting conditions (other than performance-vesting conditions rendered inoperative by the Merger) as applied to the corresponding equity award from which it was converted immediately prior to the Effective Time, including "double trigger" termination protection.

F7

Under the Merger Agreement, at the Effective Time, each option that had an exercise price per share that was greater than or equal to the Per Share Merger Consideration was cancelled at the Effective Time for no consideration.

F8

This option vests in four equal annual installments beginning on January 1, 2024.

F9

This option vests in four equal annual installments beginning on January 1, 2025.

F10

This option vests in three equal annual installments beginning on January 1, 2026.

F11

This option vests in two equal annual installments beginning on January 1, 2027.

F12

This option vests 100% on December 31, 2027.

F13

Under the Merger Agreement, at the Effective Time, each outstanding vested option 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 option multiplied by (b) the excess, if any, of the Per Share Merger Consideration over the exercise price per share of the option, less applicable withholding taxes.

F14

These options will become exercisable in five equal annual installments beginning on June 12, 2026.

Footnotes are reproduced as plain text from the current source filing. For the full context, read the original SEC filing.