Please wait
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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
Estimated average burden
hours per response: 0.5
  
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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Campbell Bruce

(Last) (First) (Middle)
230 PARK AVENUE SOUTH

(Street)
NEW YORK NY 10003

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Warner Bros. Discovery, Inc. [ WBD ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Rev & Strategy Officer
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026
4. If Amendment, Date of 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
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 03/03/2026 F 31,765 D $28.2 1,215,250 D
Series A Common Stock 03/04/2026 M 183,346 A $25.7 1,398,596 D
Series A Common Stock 03/04/2026 S 183,346 D $28(1) 1,215,250 D
Series A Common Stock 03/04/2026 M 285,679 A $15.02 1,500,929 D
Series A Common Stock 03/04/2026 S 285,679 D $28(2) 1,215,250 D
Series A Common Stock 03/04/2026 M 139,323 A $8.67 1,354,573 D
Series A Common Stock 03/04/2026 S 139,323 D $28(2) 1,215,250 D
Series A Common Stock 03/04/2026 M 131,313 A $11.02 1,346,563 D
Series A Common Stock 03/04/2026 S 131,313 D $28(2) 1,215,250 D
Series A Common Stock 03/04/2026 M 15,448 A $11.85 1,230,698 D
Series A Common Stock 03/04/2026 S 15,448 D $28(3) 1,215,250 D
Series A Common Stock 03/04/2026 S 825,222 D $28(4) 690,028(5) D
Series A Common Stock 03/04/2026 S 53,795 D $28(4) 0(6) I By spouse as trustee for children
Series A Common Stock 03/04/2026 S 1,323 D $28(4) 0(7) I By LLC through grantor retained annuity trust
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 Securities Underlying Derivative Security (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: 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
Employee Stock Option $25.7 03/04/2026 M 183,346 04/08/2022 02/28/2027 Series A Common Stock 183,346 $0 0 D
Employee Stock Option $15.02 03/04/2026 M 285,679 03/01/2024(8) 03/01/2030 Series A Common Stock 285,679 $0 0 D
Employee Stock Option $8.67 03/04/2026 M 139,323 03/01/2025(9) 03/01/2031 Series A Common Stock 139,323 $0 143,545 D
Employee Stock Option $11.02 03/04/2026 M 131,313 03/03/2026(10) 03/03/2032 Series A Common Stock 131,313 $0 266,606 D
Employee Stock Option $11.85 03/04/2026 M 15,448 03/03/2026(10) 08/15/2032 Series A Common Stock 15,448 $0 31,366 D
Explanation of Responses:
1. The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $27.93 to $28.09 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.
2. The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $27.93 to $28.06 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.
3. The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $27.94 to $28.06 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.
4. The price reported represents the weighted average price of shares of Series A common stock sold in multiple transactions at prices ranging from $27.93 to $28.11 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.
5. In March 2025, the reporting person transferred 300,000 shares from his indirect holdings to his direct holdings. As a result, subsequently filed Form 4s underreported his direct holdings in Box 5 by 300,000 shares.
6. In March 2025, the reporting person transferred 144,095 shares from his indirect holdings to his direct holdings. As a result, subsequently filed Form 4s overreported his indirect holdings in Box 5.
7. In March 2025, the reporting person transferred 155,905 shares from his indirect holdings to his direct holdings. As a result, subsequently filed Form 4s overreported his indirect holdings in Box 5.
8. This option vests in three installments (33%, 33%, 34%) beginning on March 1, 2024.
9. This option vests in three installments (33%, 33%, 34%) beginning on March 1, 2025.
10. This option vests in three installments (33%, 33%, 34%) beginning on March 3, 2026.
Remarks:
Tara L. Smith, Attorney-in-Fact 03/05/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.