8-KLeadership ChangesExhibits & Filings

Warner Bros. Discovery, Inc. 8-K Report, Executive Changes (Apr 30, 2026)

Filed April 30, 2026For Securities:WBD

Summary

Warner Bros. Discovery, Inc. (WBD) announced on April 30, 2026, the execution of a new employment agreement with its Chief Financial Officer, Gunnar Wiedenfels. This agreement, effective July 11, 2026, extends Mr. Wiedenfels' tenure as CFO until April 28, 2028, on terms largely consistent with his current contract. The renewal reflects WBD's standard practice for executive contract renewals and is structured to be compliant with interim operating covenants related to the proposed merger with Paramount Skydance Corporation (PSKY). The new agreement outlines a base salary of $2,500,000, a target annual bonus of 175% of base salary, and an annual target equity award value of $10,000,000. Notably, Mr. Wiedenfels will also receive a one-time restricted stock unit award valued at $2,000,000 in August 2026 as a recognition of the contract renewal. The terms for termination benefits, including severance and accelerated equity vesting in certain scenarios (such as termination without cause, resignation for good reason, or following a Change in Control), are detailed, along with standard restrictive covenants.

Key Highlights

  • 1Gunnar Wiedenfels reappointed as CFO under a new agreement extending his term to April 28, 2028, effective July 11, 2026.
  • 2Base salary set at $2,500,000 annually, with a target annual bonus opportunity of 175% of base salary.
  • 3Annual equity awards with a target value of $10,000,000, based on company-standard practices for senior executives.
  • 4One-time restricted stock unit award of $2,000,000 granted upon renewal, subject to standard approval processes.
  • 5Detailed provisions for termination benefits, including salary continuation, prorated bonuses, continued benefits, and potential accelerated equity vesting.
  • 6Specific definitions and provisions for termination 'for Cause' or 'for Good Reason' remain consistent with the prior agreement.
  • 7The agreement is independent of the proposed merger with Paramount Skydance Corporation (PSKY).

Frequently Asked Questions

The new employment agreement for Gunnar Wiedenfels is effective as of July 11, 2026, and extends his term as Chief Financial Officer until April 28, 2028.

Mr. Wiedenfels' compensation includes a base salary of $2,500,000 per annum, a target annual cash bonus opportunity of 175% of his base salary, and an annual target equity award value of $10,000,000. He will also receive a one-time restricted stock unit award with a target grant date value of $2,000,000.

If terminated without 'Cause' or if he resigns for 'Good Reason,' Mr. Wiedenfels is entitled to specific termination benefits. These include base salary continuation for up to 24 months, his target annual bonus for each full year of the severance period (prorated for partial years), continued group health benefits, and repatriation benefits. Outstanding equity awards will vest according to their terms, with potential full vesting if termination occurs within 12 months after a 'Change in Control'.

No, the new employment agreement is not conditioned on the completion of the PSKY merger and is not indicative of any decisions or agreements related to Mr. Wiedenfels' future employment with PSKY or its affiliates following the proposed transaction. It is described as being consistent with, and permitted by, the interim operating covenants of the Merger Agreement.