David Zaslav - Feb 26, 2024 Form 4 Insider Report for Warner Bros. Discovery, Inc. (WBD)

Role
Chief Executive Officer & Pres, Director
Signature
Tara L. Smith, by power of attorney
Stock symbol
WBD
Transactions as of
Feb 26, 2024
Transactions value $
-$10,087,222
Form type
4
Date filed
2/28/2024, 06:00 PM
Previous filing
Feb 26, 2024
Next filing
May 24, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % Price $ Shares After Date Ownership Footnotes
transaction WBD Series A Common Stock +Grant/Award $0 +1,536,494 +36.68% $0.00 5,724,911 Feb 26, 2024 Direct F1
transaction WBD Series A Common Stock -Tax liability -$5,150,922 -602,447 -10.52% $8.55 5,122,464 Feb 26, 2024 Direct F2
transaction WBD Series A Common Stock +Grant/Award $0 +1,472,472 +28.75% $0.00 6,594,936 Feb 26, 2024 Direct F3
transaction WBD Series A Common Stock -Tax liability -$4,936,300 -577,345 -8.75% $8.55 6,017,591 Feb 26, 2024 Direct F4

Explanation of Responses:

Id Content
F1 These shares represent the annual performance-based restricted stock units granted to Mr. Zaslav in March 2023 ("2023 Annual PRSUs") and were earned based on his achievement of certain individual strategic objectives and WBD's 2023 free cash flow ("FCF") performance in relation to a pre-established target. On February 26, 2024, the WBD Compensation Committee certified that the 2023 strategic and financial objectives had been achieved, and that WBD's 2023 FCF performance, excluding the FCF benefit derived from the 2023 guild strikes, was significantly above the established target, resulting in these 2023 Annual PRSUs being earned at 200% of target.
F2 These shares represent shares that were withheld by the Company to satisfy its tax withholding obligations with respect to the 2023 Annual PRSUs.
F3 These shares represent performance-based restricted stock units granted to Mr. Zaslav in March 2023 ("2023 Supplemental PRSUs") and were earned based solely on WBD's 2023 free cash flow ("FCF") performance in relation to a pre-established target. On February 26, 2024, the WBD Compensation Committee certified that WBD's 2023 FCF performance, excluding the FCF benefit derived from the 2023 guild strikes, was significantly above the established target, resulting in these 2023 Supplemental PRSUs being earned at 200% of target.
F4 These shares represent shares that were withheld by the Company to satisfy its tax withholding obligations with respect to the 2023 Supplemental PRSUs.