Zaslav David 4

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.