NASDAQ: WBD Warner Bros. Discovery, Inc. 8-K

Warner Bros. Discovery renews CFO Wiedenfels through 2028 with $2.5M salary, $10M equity

Filed April 30, 2026 · Period ending April 29, 2026 · ~1 min read

Key Changes

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CFO Gunnar Wiedenfels' contract extended through April 2028 with $2.5M base salary, 175% target bonus (~$4.4M), and $10M annual equity awards—maintaining continuity during pending Paramount Skydance merger.

Item 5.02 verify on EDGAR →
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Renewal explicitly permitted under merger agreement exceptions, though filing notes it doesn't indicate Wiedenfels' post-merger role—signaling leadership uncertainty as + combination proceeds.

Item 5.02 verify on EDGAR →
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One-time $2M restricted stock grant scheduled for August 2026 as renewal incentive, adding to regular compensation package.

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Severance protections include up to 24 months salary, target bonuses, health benefits, and repatriation to Germany if terminated without cause—potential + liability.

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Summary

Warner Bros. Discovery locked in CFO Gunnar Wiedenfels through April 2028, extending his employment just months before the company's planned merger with Paramount Skydance Corporation closes. The renewal maintains his current compensation structure—$2.5 million salary, target bonus of 175% ($4.4 million), and $10 million in annual equity—plus a one-time $2 million stock grant.

The timing is notable: WBD explicitly clarified the renewal is permitted under merger agreement covenants but doesn't signal whether Wiedenfels will lead finance for the combined entity. For retail investors, this represents continuity in financial leadership during a transformative period, but also highlights uncertainty about post-merger management structure.

Wiedenfels has been CFO since the 2022 Discovery-WarnerMedia combination and brings institutional knowledge critical for integration execution. The substantial severance package (up to 24 months salary plus bonuses) protects him but creates potential costs if leadership changes follow the merger. Watch for: announcements about the combined company's executive team as the Paramount Skydance merger progresses toward expected late 2026 closing. If Wiedenfels isn't named to the post-merger CFO role, this contract ensures expensive continuity through transition.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~1,700 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

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Added CFO employment agreement renewal medium

Added in current filing · verify on EDGAR →

On April 29, 2026, Warner Bros. Discovery, Inc. (“we,” “us,” “our,” “WBD” or the “Company”) and our wholly-owned subsidiary Discovery Communications, LLC (“DCL”) entered into an employment agreement with Gunnar Wiedenfels, our Chief Financial Officer (the “New Agreement”).

The New Agreement will become effective as of July 11, 2026 (the “Effective Date”), immediately following the expiration of Mr. Wiedenfels’ current employment agreement with DCL, dated July 11, 2022 (the “Current Agreement”).

Warner Bros. Discovery executed a new employment agreement with CFO Gunnar Wiedenfels to take effect July 11, 2026, replacing his expiring 2022 agreement. The renewal extends his employment through April 28, 2028 on substantially similar terms to his current contract. This is described as part of the company's ordinary practices for renewing executive officer contracts nearing expiration.

Added Merger Agreement context medium

Added in current filing · verify on EDGAR →

The terms of the New Agreement, which are summarized below, are consistent with, and permitted by, certain exceptions to the interim operating covenants in the previously-disclosed Agreement and Plan of Merger WBD entered into with Paramount Skydance Corporation (“PSKY”) and Prince Sub Inc. on February 27, 2026 (the “Merger Agreement”).

The filing explicitly notes that this CFO contract renewal is permitted under exceptions to interim operating covenants in Warner Bros. Discovery's pending merger agreement with Paramount Skydance Corporation announced February 27, 2026. The agreement clarifies it is not conditioned on the merger closing and does not indicate any decisions about Wiedenfels' role post-merger.

Show 2 minor / wording changes

Added One-time renewal equity grant low

Added in current filing · verify on EDGAR →

In recognition of the renewal, Mr. Wiedenfels will also be granted a one-time award of restricted stock units under the Stock Plan with a target grant date value of $2,000,000 on August 17, 2026, subject to the normal process and practices for approving and granting equity to similarly situated employees and the terms and conditions of the Stock Plan and implementing award agreement.

As part of the contract renewal, Wiedenfels will receive a one-time restricted stock unit award worth $2 million on August 17, 2026. This is in addition to his regular annual equity compensation and is specifically tied to the renewal event.

Added Severance and termination provisions low

Added in current filing · verify on EDGAR →

If Mr. Wiedenfels’ employment is terminated ... without “Cause” or by Mr. Wiedenfels for “Good Reason”, he will be entitled to termination benefits, including: (i) base salary continuation for a period (the “Severance Period”) not to ... exceed 24 months, which is the longest of (a) the balance of the term of the New Agreement up to 24 months, (b) 12 months and (c) the number of weeks of severance to which he would have been entitled under the Company’s applicable severance plan, (ii) his annual target bonus for each full year in the Severance Period (including the year of termination), with a prorated target bonus for any partial calendar year in the Severance Period, (iii) continued participation in group health benefits for the duration of the Severance Period and (iv) repatriation benefits to return Mr. Wiedenfels and his family to Germany.

The agreement includes substantial severance protections if Wiedenfels is terminated without cause or resigns for good reason. He would receive up to 24 months of base salary continuation, target bonuses for the severance period, continued health benefits, and repatriation benefits to Germany. Additionally, equity awards would vest according to plan terms, with full vesting if termination occurs within 12 months following a change in control.

Event · Item 9.01 — Financial Statements and Exhibits

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Warner Bros. Discovery filed an employment agreement for CFO Gunnar Wiedenfels dated April 29, 2026.

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Added CFO employment agreement medium

Added in current filing · verify on EDGAR →

Employment Agreement between Gunnar Wiedenfels, Warner Bros. Discovery, Inc. and Discovery Communications, LLC, dated April 29, 2026.

Warner Bros. Discovery disclosed a new employment agreement with Gunnar Wiedenfels, the company's Chief Financial Officer. The agreement is dated April 29, 2026, and involves both Warner Bros. Discovery, Inc. and its subsidiary Discovery Communications, LLC. Certain exhibits related to this agreement have been omitted under Regulation S-K but will be provided to the SEC upon request.