Wiedenfels Gunnar 4
4 · Warner Bros. Discovery, Inc. · Filed Feb 26, 2026
Research Summary
AI-generated summary of this filing
WBD CFO Gunnar Wiedenfels Receives 709,866-Share Award
What Happened Gunnar Wiedenfels, CFO of Warner Bros. Discovery (WBD), reported two awards (code A) on 2/24/2026 totaling 709,866 performance-based restricted stock units (PRSUs). The Form 4 shows acquisitions of 254,802 shares and 455,064 shares at $0.00 (typical reporting for vested awards—no cash paid). These shares were earned based on WBD performance metrics: the 3/1/2023 PRSU grant was adjusted by a TSR modifier to 199.5% of target (incremental 254,802 shares), and the 3/1/2024 PRSU grant was earned at 200% of target (455,064 shares).
Key Details
- Transaction date(s): 2026-02-24; Form 4 filed 2026-02-26 (timely within the 2-business-day window).
- Reported acquisitions: 254,802 shares @ $0.00 and 455,064 shares @ $0.00 (total 709,866 shares).
- Why earned: 3/1/2023 grant adjusted to 199.5% of target after TSR review; 3/1/2024 grant earned at 200% based on 2024–2025 free cash flow performance.
- Footnotes of note:
- F1: The 254,802 shares are the incremental portion of a 3/1/2023 PRSU grant that now vests at 199.5% (aggregate 510,884 shares after prior reporting).
- F2: The 455,064 shares are from the 3/1/2024 PRSU grant earned at 200% of target.
- F3: A separate transfer of 13,045 shares from the reporting person’s spouse to the reporting person occurred on 12/18/2025.
- Shares owned after transaction: Not specified in the information provided.
Context These transactions are vesting of performance-based RSUs (awards), not open-market purchases or sales. Award reporting shows $0.00 acquisition price because no cash changed hands at vesting—the shares were earned per grant terms. Such awards reflect compensation and performance outcomes rather than an executive buying or selling stock; they do not by themselves indicate a buy or sell signal.
Insider Transaction Report
- Award
Series A Common Stock
[F1]2026-02-24+254,802→ 1,173,742 total - Award
Series A Common Stock
[F2][F3]2026-02-24+455,064→ 1,641,851 total
- 14,140(indirect: As custodian)
Series A Common Stock
- 0(indirect: By Spouse)
Series A Common Stock
[F3]
Footnotes (3)
- [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 256,082 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 510,884 shares). This Form 4 is reporting the incremental 254,802 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.
- [F3]On 12/18/2025, 13,045 shares were transferred from the RP's spouse to the RP.