8-K current report · filed Mar 16, 2026

Warner Bros. Discovery (WBD) 8-K Current Report: March 16, 2026

Item 5.02WBD overview

Short answer

Warner Bros. Discovery (WBD) filed an 8-K current report with the SEC on March 16, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers). WBD signed tax reimbursement agreement with CEO David Zaslav on March 10, 2026, covering potential IRC excise taxes triggered by the PSKY merger.

Warner Bros. Discovery 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.02 · Departure/Election of Directors or Officers

  • WBD signed tax reimbursement agreement with CEO David Zaslav on March 10, 2026, covering potential IRC excise taxes triggered by the PSKY merger
  • Agreement provides Zaslav full gross-up so he bears zero net excise tax cost: a significant CEO compensation protection in change-of-control scenarios
  • Actual reimbursement amount unknown; depends on merger close date and whether Zaslav is terminated within 12 months post-close
  • Key investor-friendly caveat: if merger closes in 2027, tax advisors expect no reimbursement payment would be required
  • Agreement automatically terminates if the Merger Agreement is cancelled: no standalone liability to WBD shareholders if deal falls apart

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