Sec Form 4 Filing - MALONE JOHN C @ Warner Bros. Discovery, Inc. - 2023-05-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person MALONE JOHN C 2. Issuer Name and Ticker or Trading Symbol Warner Bros. Discovery, Inc. [ WBD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 230 PARK AVENUE SOUTH 3. Date of Earliest Transaction (MM/DD/YY) 05/16/2023 (Street) NEW YORK, NY10003 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Call option (obligation to sell) $ 16.9596 05/16/2023 S/K( 1 ) 3,650,000 ( 1 )( 2 ) ( 1 )( 2 ) Series A Common Stock 3,650,000 ( 1 ) ( 2 ) 3,650,000 D Put option (right to sell) $ 10.926 05/16/2023 P/K( 1 ) 3,650,000 ( 1 )( 2 ) ( 1 )( 2 ) Series A Common Stock 3,650,000 ( 1 ) ( 2 ) 3,650,000 D Call option (obligation to sell) $ 35.7943 05/16/2023 E/K( 1 )( 3 ) 3,650,000 ( 1 )( 3 ) ( 1 )( 3 ) Series A Common Stock ( 4 ) 3,650,000 ( 1 ) ( 3 ) 0 D Put option (right to sell) $ 25.227 05/16/2023 J/K( 1 )( 3 ) 3,650,000 ( 1 )( 3 ) ( 1 )( 3 ) Series A Common Stock ( 4 ) 3,650,000 ( 1 ) ( 3 ) 0 D Put Option (obligation to buy) $ 10 05/15/2023 E V 2,000,000 11/08/2022 05/15/2023 Series A Common Stock 2,000,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MALONE JOHN C 230 PARK AVENUE SOUTH NEW YORK, NY10003 X Signatures Tara L. Smith, by power of attorney 05/17/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 16, 2023, the reporting person agreed to amend a "zero-cost collar arrangement (the "Transaction") previously entered into on November 14, 2019, pursuant to which the exercise prices of the previous European put and call options were amended. Pursuant to the Transaction, the amended options are European call options and European put options over an aggregate of 3,650,000 shares of Series A common stock. Only one of the options can be in the money on the expiration date, at which time the in-the-money options will be exercised, and the other options will expire. If neither the put options nor the call options are in the money on the expiration date, both the put and call options will expire. The Transaction will be settled in cash unless the reporting person elects physical settlement. ( 2 )The Transaction is divided into 12 components, each of the first 11 of which are with respect to 300,000 shares of Series A common stock and the last of which is with respect to 350,000 shares of Series A common stock. The components mature on the sequential trading days over the period beginning on March 3, 2027 and ending on March 18, 2027. ( 3 )Reflects the deemed cancellation of the options entered into in connection with the "zero-cost collar" arrangement on May 16, 2023 referenced in footnote 1. ( 4 )On April 8, 2022, in connection with a transaction pursuant to which a wholly-owned subsidiary of the Company combined with AT&T, Inc.'s WarnerMedia business, all outstanding shares of Series C common stock of the Company were reclassified and automatically converted into shares of Series A common stock of the Company on a one-for one basis.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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