[Form 4] The Walt Disney Company Insider Trading Activity

Rhea-AI Filing Summary

Walt Disney Co. (DIS) – Form 4 insider transaction

Director Michael B. G. Froman reported acquiring a total of 805.7 Disney common shares on 30 June 2025 at an indicated price of $119.43 per share. The acquisition resulted from the director’s election to receive his quarterly Board cash retainer and deferred stock award in the form of stock units issued under the company’s Amended and Restated 2011 Stock Incentive Plan.

Following the conversion of units to shares, Froman now beneficially owns 20,332 shares directly and 20 shares indirectly through a trust. No derivative securities were reported, and the filing does not indicate any dispositions or sales.

The transaction appears routine and compensation-related, but it nonetheless modestly increases insider ownership, which some investors view as an incremental governance positive.

Positive

• Director increased direct ownership by 805.7 shares, indicating incremental alignment with shareholders.
• No shares were sold; the entire transaction reflects an ownership increase.

Negative

• The acquisition stems from routine equity compensation rather than a discretionary open-market purchase, limiting its signalling value.
• Size is immaterial relative to Disney’s float, providing negligible fundamental impact.

Insights

Securities Analyst

TL;DR: Routine stock-unit grant raises Disney director’s direct stake by 4%, no market-moving impact.

The 805.7-share addition lifts Froman’s direct holding from roughly 19.5k to 20.3k shares, a ~4% increase. At the disclosed $119.43 price, the grant is valued at about $96k. The filing explicitly states the shares were issued in lieu of cash fees and as a deferred quarterly grant under the 2011 Plan, signalling no discretionary open-market purchase. Given Disney’s >1.8 bn shares outstanding, the stake change is immaterial to valuation. Still, the absence of sales and the director’s willingness to take equity compensation modestly aligns board and shareholder interests.

Corporate Governance Expert

TL;DR: Equity retainer election modestly supports board-shareholder alignment; impact limited.

Equity-based compensation for non-employee directors is standard among large-cap issuers and viewed positively from an agency-cost perspective. By opting for share units, Froman demonstrates confidence in Disney’s long-term value and increases his ownership to over 20 k shares. However, because the units convert automatically and are not a voluntary open-market buy, signalling power is weaker than a cash-financed purchase. Governance risk is unchanged; no red flags emerge.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Froman Michael B. G.

(Last) (First) (Middle)

500 SOUTH BUENA VISTA STREET

(Street)

BURBANK CA 91521

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Walt Disney Co [ DIS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Disney Common Stock	06/30/2025		A		805.7(1)	A	$119.43	20,332	D
Disney Common Stock								20	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes: (1) 303.5 stock units and/or shares of the Issuer's common stock issued under the Amended and Restated 2011 Stock Incentive Plan (the "Plan") credited in lieu of all or a portion of the reporting person's quarterly cash retainer fees for Board services pursuant to the reporting person's election, which shares shall be issued to the reporting person at such times and subject to such terms and conditions governing the election, and (2) 502.2 deferred stock units under the Plan credited as a quarterly grant under the Plan. The total also reflects a deduction for cash paid in lieu of fractional shares when stock units are converted to shares. Stock units are issued to the reporting person in the form of shares of the Issuer's common stock issued under the Plan.

Remarks:

	/s/ Karen Young, as attorney-in-fact	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Disney (DIS) shares did Director Michael Froman acquire?

He acquired 805.7 shares of Disney common stock on 30 June 2025.

What was the transaction price reported in the Form 4?

The filing lists a price of $119.43 per share.

Is the transaction an open-market purchase or part of compensation?

It is part of the director’s equity retainer and deferred stock unit grant under Disney’s 2011 Stock Incentive Plan.

What is Michael Froman’s total Disney share ownership after the transaction?

Froman now beneficially owns 20,332 shares directly and 20 shares indirectly through a trust.

Were any derivative securities reported in this filing?

No derivative securities were acquired or disposed of according to Table II.