Warner Bros. Discovery, Inc. 8-K

What Happened

• Warner Bros. Discovery (WBD) filed an 8‑K reporting that, under an amended employment agreement dated June 12, 2025, CEO David Zaslav received a follow‑on grant of 3,052,734 stock options on January 2, 2026 with an exercise price equal to the closing price of WBD common stock that day ($28.51). The original “Signing Stock Options” from that agreement have an exercise price of $10.16.
• Because the Follow‑On Options’ exercise price exceeded the Signing Stock Options’ price, the Compensation Committee granted 1,963,465 restricted stock units (RSUs) to Mr. Zaslav on January 5, 2026 as a “make‑whole” award to compensate for the higher exercise price. The RSUs vest on the same schedule that applies to the Signing Stock Options. The option and RSU grant agreement forms are filed as exhibits.

Key Details

• Follow‑On Options: 3,052,734 options granted on January 2, 2026; exercise price = $28.51 (closing price on Jan 2, 2026).
• Signing Stock Options exercise price: $10.16 (from A&R Zaslav Agreement dated June 12, 2025).
• Make‑Whole RSUs: 1,963,465 restricted stock units granted on January 5, 2026; same vesting terms as Signing Stock Options.
• Grant agreement forms for the option and RSU awards are included as exhibits to the filing.

Why It Matters

• For investors, these transactions affect executive compensation and potential future dilution: if options are exercised and RSUs vest, they could increase the company’s outstanding shares.
• The grants show the company sought to preserve the intended economic value of the CEO’s award despite a higher stock price, keeping Mr. Zaslav’s compensation aligned with shareholder interests.
• The filing documents the specific numbers, dates and exercise prices investors can use to assess potential compensation expense and dilution once vesting/exercise occurs.