8-KLeadership ChangesExhibits & Filings

Warner Bros. Discovery, Inc. 8-K Report, Executive Changes (Jan 7, 2026)

Filed January 7, 2026For Securities:WBD

Summary

Warner Bros. Discovery, Inc. (WBD) has filed an 8-K report detailing adjustments to CEO David Zaslav's compensation related to stock options. Following the terms of his amended employment agreement, Mr. Zaslav received a grant of 3,052,734 stock options on January 2, 2026, with an exercise price set at the closing price of $28.51. This exercise price was higher than the previously granted "Signing Stock Options." To compensate for the difference in economic value due to the higher exercise price, the Compensation Committee approved a grant of 1,963,465 restricted stock units (RSUs) on January 5, 2026. The value of these RSUs is equivalent to the aggregate differential in exercise prices. This adjustment aims to maintain the intended alignment of Mr. Zaslav's incentives with shareholder interests.

Key Highlights

  • 1CEO David Zaslav received a new grant of 3,052,734 stock options on January 2, 2026.
  • 2The exercise price for these new options is $28.51, based on the stock's closing price on January 2, 2026.
  • 3A "make-whole" grant of 1,963,465 restricted stock units (RSUs) was awarded to Mr. Zaslav on January 5, 2026.
  • 4The RSUs are intended to offset the economic difference caused by the higher exercise price of the new stock options compared to prior grants.
  • 5The vesting terms of the RSUs mirror those of the "Signing Stock Options."
  • 6This action is in accordance with the terms of Mr. Zaslav's Amended & Restated Employment Agreement.
  • 7The filing includes references to the grant agreements for the stock options and RSUs as exhibits.

Frequently Asked Questions

David Zaslav received an additional grant of 3,052,734 stock options as per his Amended & Restated Employment Agreement, which stipulated a grant on January 2, 2026. The exercise price was set at the closing stock price of $28.51 on that date.

The 1,963,465 restricted stock units (RSUs) were granted to compensate for the economic value lost due to the higher exercise price of the new stock options compared to earlier grants. This aims to maintain the alignment of Mr. Zaslav's compensation with shareholder interests.

The adjustment is designed to ensure that the CEO's incentives remain aligned with shareholder value. By granting RSUs to offset the difference in option value, the company reinforces its commitment to performance-based executive compensation, which is intended to benefit shareholders through shared success.

The filing states that the vesting terms and conditions of the Make-Whole RSUs are the same as those that remain applicable to the "Signing Stock Options." Specific vesting schedules are detailed in the respective grant agreements filed as exhibits to this report.