Warner Bros. Discovery’s board on Oct. 2, 2026 ratified 396,804 restricted stock unit awards made to non-employee directors after the company’s director incentive plan had expired on May 20, 2025.
The awards broke down into 288,000 RSUs granted on June 3, 2025 and 108,804 RSUs granted on June 9, 2026. The company also ratified the issuance of 120,000 shares of Series A common stock that had been delivered in settlement of part of the 2025 awards.
The stock issued in settlement was spread evenly across five directors: Richard W. Fisher, Kenneth W. Lowe, Fazal Merchant, Anthony J. Noto and Daniel E. Sanchez each received 24,000 shares on June 9, 2026.
The board said the awards and share issuances were approved by the compensation committee before grant, but were made after the plan’s expiration date, creating a potential failure of authorization. The ratification applies retroactively to the original grant and issuance dates.
The board also amended the plan to extend it through the earlier of the merger closing or the next annual stockholder meeting, and to convert the outstanding 2025 and 2026 awards into rights to receive cash under the merger terms. Following these announcements, the company's shares moved 0.03%, and are now trading at a price of $30.95. Check out the company's full 8-K submission here.
