Warner Bros. Sells Shares of CEO and CFO Ahead of Netflix Merger

Warner Bros. Discovery, Inc. (WBD) announced that on February 18, through its subsidiary Discovery Global Holdings, it amended its sub-investment-grade leveraged bridge loan agreement with JPMorgan Chase and other lenders. The amendment resets the facility’s maturity to the earlier of June 30, 2027, or the completion date of the linear TV business spin-off, and provides for replacing any lenders who did not consent to the extension with alternative lenders.

On March 3, CEO and President David Zaslav sold approximately 4 million shares of the company’s common stock at an average price of $28.26 per share, raising about $113 million (roughly KRW 150 billion). Subsequent filings show he still holds over 7 million shares.

During the same period, CFO Gunnar Wiedenfels sold several hundred thousand shares of common stock by withholding shares to cover taxes and exercising stock options, then immediately selling the shares on the open market. This approach allowed him to monetize a significant portion of his holdings while retaining some equity both directly and indirectly.

On January 19, the company amended its merger agreement with Netflix to ensure that the acquisition of Warner Bros. Studios and the streaming business would be all-cash. The proposal is now slated for a shareholder vote at the March 20 annual meeting. ()

Meanwhile, Paramount Skydance has launched an all-cash tender offer of $30 per share, urging WBD shareholders to support its bid over the deal with Netflix—creating a parallel, competing acquisition proposal. ()

Warner Bros. Discovery is a major U.S. media and entertainment group—owner of HBO and HBO Max, Warner Bros. film and TV studios, CNN, and the Discovery Channel—formed in 2022 through the merger of WarnerMedia and Discovery. ()

Facing declines in pay-TV subscribers and intensifying streaming competition, the company is restructuring by separating its Studio & Streaming division from its Global Networks division and pursuing a spin-off of its linear TV assets. These bridge loan amendments and the Netflix merger push are integral parts of that broader strategic realignment. ()