Zaslav David 4
4 · Warner Bros. Discovery, Inc. · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
Warner Bros. Discovery CEO David Zaslav Receives Stock Awards
What Happened
David Zaslav, CEO of Warner Bros. Discovery (WBD), was granted a total of 4,101,224 performance-based restricted stock units (RSUs) on Feb 24, 2026 (two awards: 2,094,242 and 2,006,982 shares). On the same date the company withheld and disposed of 1,577,465 shares to satisfy tax withholding obligations at $29.15 per share, producing proceeds of approximately $45.98 million. The awards were recorded at $0.00 acquisition price because they are compensation awards, not cash purchases.
Key Details
- Transaction date: February 24, 2026; Form 4 filed Feb 26, 2026 (timely filing).
- Awards: 2,094,242 RSUs and 2,006,982 RSUs (total 4,101,224) — granted/settled at $0.00.
- Shares withheld/disposed for taxes: 803,005 and 774,460 (total 1,577,465) at $29.15 each, proceeds ≈ $45,983,105.
- Footnotes:
- The 2,094,242 and 2,006,982 awards are performance-based PRSUs tied to 2025 strategic objectives and/or 2025 free cash flow (FCF); the WBD Compensation Committee certified that targets were met/exceeded on Feb 24, 2026 (see F1, F3).
- The disposed shares were withheld to satisfy tax withholding obligations on those earned PRSUs (see F2, F4).
- Shares owned after the transactions: not specified in the provided excerpt (see the full Form 4 for post-transaction beneficial ownership).
Context
- This was not an open-market purchase or a discretionary sale for investment reasons; it reflects RSUs vesting/being issued and the company withholding shares to cover taxes (a routine, administrative disposition).
- For retail investors, awards being tied to performance and certified by the compensation committee indicates these were earned under pre-set targets — the withheld shares are a common cashless method to cover tax liabilities and do not necessarily signal the insider’s view of the company’s stock.
Insider Transaction Report
Form 4
Zaslav David
DirectorChief Executive Officer & Pres
Transactions
- Award
Series A Common Stock
[F1]2026-02-24+2,094,242→ 10,775,259 total - Tax Payment
Series A Common Stock
[F2]2026-02-24$29.15/sh−803,005$23,407,596→ 9,972,254 total - Award
Series A Common Stock
[F3]2026-02-24+2,006,982→ 11,979,236 total - Tax Payment
Series A Common Stock
[F4]2026-02-24$29.15/sh−774,460$22,575,509→ 11,204,776 total
Holdings
- 153(indirect: By Spouse)
Series A Common Stock
Footnotes (4)
- [F1]These shares represent the annual performance-based restricted stock units granted to Mr. Zaslav in March 2025 ("2025 Annual PRSUs") and were earned based on his achievement of certain individual strategic objectives and WBD's 2025 free cash flow ("FCF") performance in relation to a pre-established target. On February 24, 2026, the WBD Compensation Committee certified that the 2025 strategic and financial objectives had been achieved and exceeded.
- [F2]These shares represent shares that were withheld by the Company to satisfy its tax withholding obligations with respect to the 2025 Annual PRSUs.
- [F3]These shares represent performance-based restricted stock units granted to Mr. Zaslav in March 2025 ("2025 Supplemental PRSUs") and were earned based solely on WBD's 2025 free cash flow ("FCF") performance in relation to a pre-established target. On February 24, 2026, the WBD Compensation Committee certified that WBD's 2025 FCF performance had exceeded the pre-established target.
- [F4]These shares represent shares that were withheld by the Company to satisfy its tax withholding obligations with respect to the 2025 Supplemental PRSUs.
Signature
Tara L. Smith, Attorney-in-Fact|2026-02-26