US Executive Compensation Proxy SEC Filings — February 16, 2026

CEO comp up 18% YoY to $45.2M tied to 5% EBITDA growth (vs sector 3%), aligning pay with operational outperformance

Streaming subscribers +12% YoY to 105M, driving 8% adjusted revenue growth QoQ, beating internal targets

$4B share buyback authorization expanded 25% YoY, with $1.2B repurchased Q4 2025 at avg $22/share

Post-merger synergies guidance $1.2B by 2027 (up from $1B prior), with $500M cost savings H1 2026

ROE improved to 7.2% from 5.8% YoY on asset optimization, outperforming media peers avg 4.5%

Exec long-term incentives 60% performance-vested, vesting accelerates on 10%+ FCF growth target

Debt-to-Equity stable at 1.8x QoQ despite $2B issuance for merger, interest coverage 3.2x

CEO sold $8.5M shares (10% holdings) within 30 days of merger proxy, following 15% stock rally

Operating margins -50 bps YoY to 15.2% amid content cost inflation +7% YoY

Say-on-pay approval dipped to 85% from 92% YoY, signaling governance concerns

Free cash flow declined 3% YoY to $2.8B on capex up 20% for streaming

Merger deal terms value target at 12x EV/EBITDA (premium to WBD's 10x), potential dilution risk

CEO pay-revenue disconnect with 18% comp growth vs 2% revenue YoY, amid shareholder proposal for caps

CEO net sales $8.5M (10% holdings reduced) post-merger announcement, 3 execs sold total $15M in 60 days

Debt/EBITDA rose to 4.5x from 4.0x YoY, with $3B additional leverage for merger

Content costs +7% YoY drove -50 bps margin compression for 2nd straight quarter

Shareholder proposal on pay equity passed committee review, potential 20% vote at AGM

FCF -3% YoY to $2.8B, capex +20% QoQ pressures liquidity

Antitrust review flagged for merger, FTC comments due Q1 2026

No dividend growth (yield 0%), all capital to buybacks/merger vs peers' 5% payout hike

Linear TV ad revenue -8% YoY, accelerating from -5% prior year

Mixed sentiment (45% bullish on synergies, 40% bearish on pay/debt) per analysis

$1.2B post-merger savings by 2027 offers 15% EPS accretion, trading at 8x fwd EV/EBITDA vs sector 11x

Subs +12% YoY to 105M, ARPU +5% to $9.50, undervalued at 2.5x sales vs peers 4x

$4B program (25% expanded), 10% repurchase yield at current $24/share

60% LTIP performance-based, unlocks at 10% FCF growth – monitor Q2 2026 results

Deal premium 28%, closes H2 2026 if antitrust cleared, spread 5%

+5% YoY growth (vs sector 3%), supports multiple expansion to 10x

High say-on-pay history (85%), low proxy fight risk post-AGM

Streaming infra spend peaks 2026 then -15% in 2027, FCF inflection to $4B+

CFO pledged 50k shares (no sales), signals conviction in deal

7.2% ROE (up from 5.8%), turnaround from 2024 lows

Exec pay avg +15% YoY (WBD +18%) despite flat revenues, tied to EBITDA metrics amid streaming shift [IMPLICATION: Pressure on governance votes]

Forward guidance up 20% to $1.2B savings by 2027, common in media consolidations [IMPLICATION: Catalyst for 10-15% upside on closes]

CEO/exec sales avg $10M within 30 days of proxy (WBD pattern), but pledges stable [IMPLICATION: Near-term volatility, long-term hold]

100% capital to repurchases ($4B +25% YoY), sector trend vs payout restraint [IMPLICATION: Accretive to EPS in low-growth media]

Debt/EBITDA +0.5x YoY to 4.5x for M&A, risks rate sensitivity [IMPLICATION: Refi opportunities if rates fall]

Sub growth +12% YoY flagship metric, linear ads -8% [IMPLICATION: Digital pivot winners emerge]

Say-on-pay and equity proposals vote, potential advisory impact on comp structure, March 15 2026

Antitrust clearance and synergies update, target H2 2026, watch FTC decision Q1 end

CEO/CFO transactions post-AGM, pattern of sales/pledges, ongoing 13D/G monitors

Q1 2026 results discuss merger integration, FCF guidance, April 25 2026

$2B notes due 2027, watch spreads amid 4.5x leverage, May 2026 tender

Sub/ARPU QoQ trends, target +10% YoY, July 30 earnings

Pay cap outcomes, follow-up filings if <80% approval, post-March 15

$1.2B Q4 spend, acceleration signal if stock < $22, quarterly updates