Zeiler Gerhard 4
4 · Warner Bros. Discovery, Inc. · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
WBD President Gerhard Zeiler Receives 532,400-Share Award
What Happened
Gerhard Zeiler, President, International of Warner Bros. Discovery (WBD), was reported as acquiring two performance-based awards on Feb 24, 2026: 191,102 shares and 341,298 shares (total 532,400 shares). Both transactions are recorded at $0.00 per share (these are earned PRSUs, not open-market purchases), so the reported cash consideration is $0. These shares represent vesting/award adjustments certified by WBD’s Compensation Committee based on the company’s free cash flow (FCF) and relative total shareholder return (TSR) performance.
Key Details
- Transaction dates: Feb 24, 2026; Form 4 filed Feb 26, 2026 (appears timely — Form 4 is typically due within two business days).
- Price: $0.00 per share (award/vesting event, transaction code A).
- Shares acquired: 191,102 (incremental from 3/1/2023 PRSU grant) + 341,298 (from 3/1/2024 PRSU grant) = 532,400 total.
- Shares owned after transaction: not specified in the provided summary (not disclosed here).
- Footnotes of note:
- F1: The 191,102 shares are the incremental portion of a 3/1/2023 PRSU grant. The Compensation Committee certified 199.5% of target for that grant (aggregate 383,164 shares); the filer had earlier reported 192,062 shares as earned at 100% target, so this Form 4 reports the additional 191,102 shares.
- F2: The 341,298 shares are PRSUs from the 3/1/2024 grant, certified at 200% of target based on 2024–2025 FCF performance.
- No tax-withholding, sale, or cashless exercise details were disclosed in the provided filing excerpt.
Context
PRSUs (performance-restricted stock units) are compensation awards that vest based on pre-set performance metrics — here, WBD’s free cash flow and TSR versus the S&P 500 Media & Entertainment index. Because these shares were earned via performance certification (not purchased), they reflect achievement of compensation goals rather than a direct market sentiment signal from the insider.
Insider Transaction Report
- Award
Series A Common Stock
[F1]2026-02-24+191,102→ 1,191,492 total - Award
Series A Common Stock
[F2]2026-02-24+341,298→ 1,532,790 total
Footnotes (2)
- [F1]These shares represent PRSUs originally granted to the reporting person ("RP") on 3/1/2023. On 2/26/2024, based on WBD's 2023 free cash flow performance, the WBD Compensation Committee ("CC") determined that target performance had been achieved and the RP filed a Form 4 reporting 192,062 shares (100% of target) as earned. This 3/1/2023 grant was also subject to a 3-year TSR modifier. On 2/24/2026, based on WBD's TSR performance relative to the S&P 500 M&E Index over the 2023-2025 period, the CC certified that the 3/1/2023 grant should vest at 199.5% of target (for an aggregate of 383,164 shares). This Form 4 is reporting the incremental 191,102 shares as earned.
- [F2]These shares represent PRSUs granted to the RP on 3/1/2024 and were earned based solely on WBD's 2024 and 2025 free cash flow ("FCF") performance in relation to a pre-established target. On 2/24/2026, the CC certified that WBD's 2025 FCF performance was significantly above the established target, resulting in these PRSUs being earned at 200% of target.