David Zaslav’s WBD Stock Sales Reach $200 Million as Paramount Merger Heads to Antitrust Trial

Warner Bros. Discovery CEO David Zaslav has sold roughly $200 million in company stock in recent months as the proposed $110 billion merger with Paramount Skydance remains blocked from closing and heads toward a March 2027 antitrust trial.

The latest transactions included about $21.7 million in shares sold Aug. 13 and another $5.5 million the following day. Earlier sales included roughly $59 million in July and $114 million in March.

The transactions were made under a Rule 10b5-1 trading plan Zaslav adopted in March. The plan allowed a broker to sell up to 4.57 million shares tied to restricted stock units and options when predetermined price targets were reached, limiting Zaslav’s ability to choose the timing of individual trades based on later developments.

Rule 10b5-1 plans are commonly used by corporate insiders to arrange future stock sales in advance. When the requirements are met, the plans can provide a defense against insider-trading claims by reducing an executive’s ability to trade based on material information that has not been made public.

The Paramount-WBD deal is now facing two federal antitrust challenges in California. A coalition led by California Attorney General Rob Bonta and 11 other state attorneys general sued in July to block the acquisition, and the Writers Guild of America filed a separate lawsuit the following day.

Federal antitrust law allows courts to stop mergers that are likely to substantially reduce competition. The states allege the combination would weaken competition in film distribution and basic cable programming, while the Writers Guild argues it would reduce competition for writers and give the merged company greater power over employment and pay.

Paramount and Warner Bros. Discovery deny that the merger would harm competition and have defended the deal as a way to create a stronger rival to larger entertainment and technology companies.

The companies have agreed not to complete the transaction until five days after the court decides the cases or June 1, 2027, whichever comes first. U.S. District Judge Araceli Martínez-Olguín has scheduled a 12-day trial beginning March 2, 2027, covering both challenges.

Efforts to resolve the state lawsuit before trial have also stalled.

Bonta said Tuesday that no settlement discussions are currently scheduled after accusing Paramount of leaking and mischaracterizing confidential talks with his office. Paramount has denied leaking the information and said it remains willing to negotiate.

The California attorney general has indicated that any settlement would need to include structural changes addressing the combined company. Paramount CEO David Ellison has promoted commitments that include releasing at least 30 theatrical films each year, but Bonta has said behavioral promises alone would not sufficiently address the competition concerns raised by the states.

The delay also carries a growing financial cost for Paramount.

Under the merger agreement, Warner Bros. Discovery shareholders are entitled to additional consideration if the transaction closes after Sept. 30. Beginning Oct. 1, the amount increases daily at a rate equivalent to 25 cents per share for each 90-day period the deal remains open, or roughly $650 million per quarter.

Paramount has estimated the payments at about $7 million a day. If litigation delays the deal until next summer, the company could owe approximately $1.7 billion in additional payments to Warner Bros. Discovery shareholders.

The agreement also includes a $7 billion termination fee that could become payable by Paramount under specified circumstances if the transaction fails to close.

Zaslav also has a substantial financial interest in the merger itself. Warner Bros. Discovery disclosed merger-related compensation for its chief executive valued at roughly $552 million in cash, equity and benefits.

Shareholders rejected the merger-related executive compensation in a nonbinding advisory vote in April, even as they overwhelmingly approved the Paramount deal. They delivered another rebuke in June by rejecting Warner Bros. Discovery’s 2025 executive compensation plan, which included a pay package for Zaslav valued at about $165 million.

Warner Bros. Discovery shares have remained below the $31-per-share price outlined in the Paramount merger agreement, even after rising sharply over the past year.

Unless the state and Writers Guild challenges are resolved first, the consolidated antitrust trial is scheduled to begin March 2, 2027.