Zaslav's WBD Shares Converted To $31.01666668 Cash Each As Paramount Deal Closed, Filing Shows
A filing shows Warner Bros. Discovery's CEO left with no reported shares after merger mechanics, not open-market sales, cleared his holdings.
Warner Bros. Discovery CEO David Zaslav's direct holdings dropped to zero on Tuesday, when Paramount Skydance's takeover closed and his shares were cashed out at $31.02, according to an SEC filing made Thursday. None of it was open-market selling; the filing codes every disposition as a transfer to the company.
What the filing reports
Zaslav disposed of three blocks of Series A common stock on Tuesday: 1,500,000 shares, then 1,570,772, then 3,737,162. The last one left 0 shares in his direct line, down from 5,307,934 after the first block.
The filing also shows a grant of 425,986 shares that day, which was disposed of at the same $31.02, again leaving zero. Every share was paid out at $31.01666668 in cash, with no interest.
Earned performance units that hadn't yet vested were swapped for cash awards worth the same. Those awards keep their vesting conditions, including "double trigger" termination protection, the filing says.
Options that paid nothing
The derivative table lists employee stock options cancelled with no payment, because their exercise prices were at or above the cash merger price. The filing's footnote says vested options below the deal price convert into the difference in cash, less withholding taxes.
If you held WBD, the same $31.01666668 applied to your Series A shares.
Earlier sales and the deal's backstory
The filing's trading history shows Zaslav sold 2,184,782 shares at about $27.22 ($59.5 million) in July and 968,172 shares at about $28.01 ($27.1 million) in August, both in 2026.
The Hollywood Reporter reported that the board rejected David Ellison's first offer, about $19 per share, as inadequate, and that Netflix and Comcast later floated rival proposals. TheWrap reported that a proxy-style filing showed Zaslav eligible for at least $551.5 million in compensation under the deal.
What to watch
TheWrap reported that Zaslav was expected to leave once the deal closed. The Hollywood Reporter has reported layoffs of thousands are anticipated at the combined company.
The filing shows 3,712,383 options cancelled for nothing because their exercise prices sat above the $31.02 merger price.
Sources
- Form 4 — David Zaslav (WBD) — SEC EDGAR
- David Zaslav Bids Farewell Ahead of Paramount Merger Closing — thewrap.com
- How David Ellison's Skydance Won Warner Bros. — hollywoodreporter.com
- David Zaslav Urges WB Staff to Move Forward as He Bids Farewell Ahead of Paramount Merger Closing — Yahoo Finance
- David Zaslav Sends Farewell Video on His Last Day Before Skydance Acquisition — hollywoodreporter.com
