Warner Bros. Execs' $1.1B at Deal Price: What the Filings Show

TL;DR

• Form 4 filings dated Oct. 8 show what five Warner Bros. Discovery (WBD) executives held when Skydance Corporation, formerly Paramount Skydance, completed its acquisition on Oct. 6: shares, restricted stock units and options, converted at the $31.01666668 deal price (options at the spread; underwater options for nothing). At that price the five add up to about $1.107 billion by SignalStack’s arithmetic, which matches the $1.1 billion in The Hollywood Reporter’s headline. No filing states that total.
• CEO David Zaslav accounts for about $606 million, $382 million of it from stock options. For the other four, most of the value is a “contingent right” to cash that keeps the awards’ original vesting conditions, including “double trigger” protection, so not all of it became payable at closing.
• WBD shareholders voted against the merger-related pay in an advisory, non-binding vote on April 23: 307.7 million shares for, 1.44 billion against. The same meeting approved the merger itself.

What happened

WBD agreed to be acquired by Paramount Skydance on Feb. 27, 2026, after terminating an earlier merger agreement with Netflix, according to its 8-K. Shareholders approved the deal on April 23, and it closed on Oct. 6. WBD’s closing 8-K says each share became the right to receive $31.01666668 in cash, including a daily “ticking” amount, and puts the aggregate merger consideration at “approximately $78 billion.” (Deadline and TheWrap describe it as a $110 billion sale; the $78 billion figure is the aggregate merger consideration in WBD’s 8-K.)

Two days later, five top WBD executives filed Form 4s reporting how their holdings were disposed of at closing. On Oct. 9, The Hollywood Reporter added them up to “$1.1 Billion for Five Warner Bros. Execs.”

What the Form 4s show

Form 4s list share counts, prices and footnotes, not dollar totals. The dollar amounts below are SignalStack’s arithmetic: shares times $31.01666668, and for options, shares times the gap between that price and the exercise price. Options priced above the deal price were cancelled for nothing.

Executive (title in the proxy)	Stock and stock units	Options	Total
David Zaslav (President and CEO)	$224.4M	$381.7M	$606.1M
Jean-Briac Perrette (CEO and President, Global Streaming and Games)	$133.7M	$23.7M	$157.4M
Bruce L. Campbell (Chief Revenue and Strategy Officer)	$120.0M	$9.1M	$129.2M
Gunnar Wiedenfels (CFO)¹	$114.4M	$8.0M	$122.4M
Gerhard Zeiler (President, International)	$86.0M	$6.0M	$92.1M
Five executives			about $1,107M

¹ Includes 14,140 shares Wiedenfels held indirectly “As custodian” (about $0.44 million).

Every disposition at closing carries code “D,” a disposition back to the company under the merger, not “S,” an open-market sale. PRSU shares earned in the merger first appear as an “A” acquisition at $0 and are then disposed of.

Vested now, or contingent?

The footnotes separate two kinds of payout:

• Right to receive cash. Common stock, vested restricted stock units (RSUs) and vested in-the-money options were “converted into the right to receive an amount in cash.” For Zaslav that covers his shares, vested RSUs and two option grants, about $477 million of his $606 million by SignalStack’s arithmetic. For Perrette it covers about $28 million in shares and vested options.
• Contingent right. Unvested RSUs, performance RSUs (PRSUs) and unvested options became a “contingent right to receive” a “Converted Cash Award” that keeps “the same vesting conditions,” including “double trigger” termination protection. For Wiedenfels, Campbell, Perrette and Zeiler, these contingent awards make up most of the totals above.

Zaslav’s large option payout has its own explanation in the March proxy: his “CEO Options” were “subject to ‘single trigger’ vesting” on a change in control, including the merger.

The closing 8-K says Zaslav was to separate from WBD as of Oct. 6 and Wiedenfels and Campbell as of Oct. 16. The proxy says a qualifying termination within 12 months would result in “full acceleration” of these cash awards. The 8-K says Perrette ceased to be a WBD officer at closing; The Hollywood Reporter reports he joined Skydance as co-chair and chief business officer for TV and streaming. WBD’s filings we reviewed do not state Zeiler’s status after closing.

Other pay in the filings

• Transaction bonuses. The closing 8-K lists cash bonuses approved Sept. 30 for Wiedenfels ($2,142,401), Campbell ($2,946,000) and Perrette ($2,850,000), to be paid within 60 days of closing, about $7.9 million combined by SignalStack’s arithmetic. Zaslav and Zeiler are not on that list.
• Severance and tax reimbursement (estimates). The March proxy’s “golden parachute” table estimated, as of March 11 and assuming a qualifying termination, $34.2 million in cash severance for Zaslav and a $335.4 million excise-tax reimbursement. The proxy says actual amounts “may materially differ” and that the reimbursement was expected to “significantly decline with the passage of time.” We found no filing stating what, if anything, has actually been paid.

The vote that failed

At the April 23 special meeting, holders approved the merger by 1,742,843,087 shares to 16,260,135. In a separate advisory vote on the merger-related pay of named executive officers, they voted 307,742,302 for and 1,444,387,748 against, so holders “did not approve” it, per WBD’s 8-K. Advisory votes are non-binding. On June 9, shareholders also rejected WBD’s 2025 executive pay in the annual say-on-pay vote (244.5 million for, 1.31 billion against), per WBD’s June 12 8-K.

Background

Zaslav also sold WBD shares before closing: a sale on March 3 that his Form 4 does not mark as a 10b5-1 trade, and sales in July and August under a Rule 10b5-1 trading plan he entered into on March 12, 2026, according to his Form 4s. The proxy records that on Sept. 25, 2025 he told WBD’s board the Ellisons had indicated he would receive “a compensation package worth several hundred million dollars” if a deal happened, and that he told them it “would be inappropriate” to discuss it then. The filings we reviewed do not show whether any such package was later agreed.

For the deal itself, see our report on the Paramount Skydance and Warner Bros. Discovery merger filing. For how to read these filings, see our guide to Form 4.

What could go right

• The filings make the pay mechanics public: share counts, prices, vesting status and the shareholder vote are all on the record.
• For the four non-CEO executives, most of the value remains tied to the original vesting schedules and double-trigger protection, per the Form 4 footnotes, though Wiedenfels and Campbell are to separate from WBD on Oct. 16, per the closing 8-K, and the proxy says a qualifying termination within 12 months would accelerate these awards.

What could go wrong

• Shareholders rejected the merger-related pay, but the vote was advisory. The equity awards were still converted at closing under the merger agreement, per the Form 4s, and WBD’s 8-K says Zaslav, Wiedenfels and Campbell are “eligible to receive separation benefits” under separation agreements consistent with their previously disclosed employment agreements.
• Whether, and how much, cash severance and excise-tax reimbursement Zaslav receives has not been disclosed in the filings we found; the only figures in the filings we reviewed are the proxy’s March estimates.

FAQ

Q How much did David Zaslav get from the Warner Bros. Discovery sale?

A His Form 4 holdings were worth about $606 million at the $31.01666668 deal price by SignalStack's arithmetic, including about $382 million from stock options; about $129 million of the total is contingent cash awards that keep their vesting conditions. The amount of any severance or tax reimbursement actually paid is not disclosed in the filings we reviewed; the March proxy estimated $34.2 million in cash severance and a $335.4 million excise-tax reimbursement as of March 11, and said actual amounts may materially differ.

Q Where does the $1.1 billion figure come from?

A It is the sum of five executives' Form 4 holdings at the deal price, a calculation reported by The Hollywood Reporter. No SEC filing states the $1.1 billion total.

Q Did Warner Bros. Discovery shareholders approve the executive payouts?

A No. In a non-binding advisory vote on April 23, 2026, 307.7 million shares voted for the merger-related pay and 1.44 billion against. The merger itself was approved.

Q Was all of the money paid in cash at closing?

A No. Unvested awards became contingent cash awards that keep their original vesting conditions, according to the Form 4 footnotes. For each of the other four executives, that is the majority of the value.