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

Role: President, International
Signature: Tara L. Smith, Attorney-in-Fact
Stock symbol: WBD
Transactions as of: Feb 26, 2024
Transactions value $: $0
Form type: 4
Date filed: 2/28/2024, 06:04 PM
Previous filing: Feb 16, 2024
Next filing: Mar 5, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WBD	Series A Common Stock	Award	$0	+192K	+62.77%	$0.00	498K	Feb 26, 2024	Direct	F1
transaction	WBD	Series A Common Stock	Award	$0	+192K	+38.56%	$0.00	690K	Feb 26, 2024	Direct	F2

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

Explanation of Responses:

Id	Content
F1	These shares represent the target amount of performance-based restricted stock units granted to the reporting person in March 2023. On February 26, 2024, the Compensation Committee determined that certain performance criteria had been met.
F2	These shares represent performance-based restricted stock units granted to the reporting person in March 2023 ("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 PRSUs being earned at 200% of target.

Content

These shares represent the target amount of performance-based restricted stock units granted to the reporting person in March 2023. On February 26, 2024, the Compensation Committee determined that certain performance criteria had been met.

These shares represent performance-based restricted stock units granted to the reporting person in March 2023 ("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 PRSUs being earned at 200% of target.