Warner Bros. Discovery Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
$WBD
Services-Misc. Amusement & Recreation
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 5, 2026
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Commission File Number: 001-34177
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed on a Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 16, 2025, as amended on June 17, 2025, Warner Bros. Discovery, Inc. (“we,” “us,” “our” or the “Company”) and our wholly-owned subsidiary, Discovery Communications, LLC, entered into an employment agreement with David Zaslav, our Chief Executive Officer, on June 12, 2025 (the “A&R Zaslav Agreement”), pursuant to which Mr. Zaslav was granted a special award of stock options under the Amended & Restated Warner Bros. Discovery, Inc. Stock Incentive Plan (the “Plan”) concurrently with the execution of the A&R Zaslav Agreement (the “Signing Stock Options”), each with an exercise price of $10.16.
The A&R Zaslav Agreement also provided that, on January 2, 2026, Mr. Zaslav would receive an additional grant of 3,052,734 stock options under the Plan with the same terms and conditions applicable to the Signing Stock Options, but with an exercise price equal to the closing price of the Company’s Series A common stock (“common stock”) on January 2, 2026 (the “Follow-On Options”). The closing price of the Company’s common stock on January 2, 2026 was $28.51. The Follow-On Options were granted pursuant to the A&R Zaslav Agreement on January 2, 2026, with the terms and conditions of such options set forth in an option grant agreement entered into with Mr. Zaslav on January 2, 2026 (the “Follow-On Option Agreement”).
The A&R Zaslav Agreement further provided that if the exercise price of the Follow-On Options exceeded that of the Signing Stock Options, the parties would discuss how to make up for the lost economic value attributable to the higher exercise price.
After consideration of the potential methodologies for making up the lost economic value, including certain approaches expressly set forth in the A&R Zaslav Agreement, the Compensation Committee of the Board of Directors of the Company determined that granting restricted stock units with a grant date value equal to the aggregate differential, as contemplated in the A&R Zaslav Agreement, was the most appropriate method to address the impact of the higher stock price on the economic value of the Follow-On Options, while continuing to align Mr. Zaslav’s compensation incentives with the interests of shareholders. Accordingly, on January 5, 2026, Mr. Zaslav was granted restricted stock units in respect of 1,963,465 shares of our common stock (the “Make-Whole RSUs”). The vesting terms and conditions of the Make-Whole RSUs are the same as those that remain applicable to the Signing Stock Options and are set forth in the RSU grant agreement entered into with Mr. Zaslav on January 5, 2026 (the “Make-Whole Grant Agreement”).
The summary provided above of certain provisions of the A&R Zaslav Agreement, the Follow-On Option Agreement and the Make-Whole Grant Agreement does not purport to be complete, and is qualified in its entirety by the actual text of the A&R Zaslav Agreement, which was filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 16, 2025, and each of the Follow-On Option Agreement and the Make-Whole Grant Agreement, which are filed with this Current Report on Form 8-K as Exhibits 10.1 and 10.2, respectively, each of which is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | ||||
| 10.1 | |||||
| 10.2 | |||||
| 101 | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: January 7, 2026 | WARNER BROS. DISCOVERY, INC. | |||||||||||||
| By: | /s/ Tara L. Smith | |||||||||||||
| Name: | Tara L. Smith | |||||||||||||
| Title: | Executive Vice President and Corporate Secretary | |||||||||||||
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