David Zaslav Sells $114 Million in Warner Bros. Discovery Stock

Warner Bros. Discovery CEO David Zaslav is selling over $114 million in stock, according to a new filing with the U.S. Securities and Exchange Commission.

Zaslav is selling 4,004,149 shares Tuesday with an aggregate market value of $114,118,246, according to the filing. Warner Bros. Discovery has approximately 2.48 billion shares outstanding.

The sale comes less than a week after WBD entered into a $110 billion merger with Paramount Skydance. The deal came after Netflix, which struck an $83 billion deal in December to acquire Warner’s streaming and studio assets, dropped out of the bidding war.

Prior to dropping out, Netflix granted WBD’s board a limited waiver to reopen talks with Paramount CEO David Ellison for seven days after rejecting multiple bids. Ellison’s tenth and final bid would be valued at $31 per share.

The Paramount-WBD merger is expected to close by Sept. 30. If it takes longer than that, shareholders will get a 25 cent per share “ticking fee” — or approximately $650 million — each quarter until closing. If it doesn’t close at all due to regulatory matters, Paramount will pay WBD a $7 billion termination fee.

Under Zaslav’s original employment contract, which was established in June based on the company’s planned split into Warner Bros. and Discovery Global, he was set to receive a “significant reduction in his annual compensation” upon its completion in April and a one-time grant of stock options – 92% of which was subject to forfeiture if a separation or qualifying transaction did not occur prior to Dec. 31, 2026.

That contract would later be amended in November to allow Zaslav to retain his stock options in the event of a “reverse spinoff” – in which it kept Warner Bros. and spun off Discovery Global – as long as it was completed by Dec. 31, 2026. In the event WBD entered into a qualifying change in control before Dec. 31, 2026 and had not completed its split or a reverse spinoff, the amendment stated that Zaslav’s employment would continue through Dec. 31, 2030 — which would’ve been the case had the separation been completed prior to Dec. 31, 2026 rather than ending Dec. 31, 2027.

Per an SEC filing in December, Zaslav was set to receive at least $567.7 million in “golden parachute” compensation if it had accepted Ellison’s previous $30 per share offer to acquire WBD. That figure included $30 million in cash, over $537 million in equity and $44,000 in perquisites and benefits.

In 2024, Zaslav raked in $51.9 million in total compensation, up 4.5% from the $49.7 million he took home the year prior. The package included a $3 million salary, $23,098,980 in stock awards, $23,897,060 in non-equity incentive plan compensation and $1,922,523 in “other” compensation.

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