Adria Alpert-Romm - 26 Feb 2024 Form 4 Insider Report for Warner Bros. Discovery, Inc. (WBD)

Role: Chief People & Culture Officer
Signature: Tara L. Smith, by power of attorney
Issuer symbol: WBD
Transactions as of: 26 Feb 2024
Net transactions value: $0
Form type: 4
Filing time: 28 Feb 2024, 18:05:58 UTC
Previous filing: 12 Dec 2023
Next filing: 05 Mar 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WBD	Series A Common Stock	Award	$0	+128,042	+33%	$0.000000	512,666	26 Feb 2024	Direct	F1

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

Explanation of Responses:

Id	Content
F1	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 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.