Zeiler Gerhard 4

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.