DIS Form 4: Sonia Coleman Sells Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Sonia L. Coleman, Sr. EVP and Chief HR Officer of The Walt Disney Company (DIS), reported a sale of 1,971 shares of Disney common stock on 08/25/2025 at a price of $118.57 per share. The filing states the sale was executed under a Rule 10b5-1 written plan adopted May 23, 2025. After the reported transaction Ms. Coleman holds 0 shares directly and 993.364 shares indirectly through The Walt Disney Stock Fund in the company 401(k) plan, which includes Company matching contributions.

Positive

• Transaction executed under a 10b5-1 plan, indicating a pre-established trading arrangement
• Disclosure is complete with explanation of indirect holdings and signature by attorney-in-fact
• Remaining indirect holdings held in company 401(k) stock fund, showing continued alignment with company stock through retirement plan

Negative

• Direct holdings reduced to zero following the reported sale
• Sale reduces the officer's direct equity exposure, which some investors may note even though indirect holdings remain

Insights

Securities Analyst

TL;DR: Officer sold a small stake under a pre-established 10b5-1 plan; remaining holdings are indirect via the 401(k) fund.

The sale of 1,971 shares at $118.57 appears executed under a previously adopted 10b5-1 plan, which signals the transaction was scheduled and not an opportunistic insider trade based on nonpublic information according to the filers statement. The post-sale position shows 0 direct shares and 993.364 indirect shares held in The Walt Disney Stock Fund, indicating the officers ongoing exposure to DIS is through an employer-sponsored retirement vehicle rather than direct ownership. For investors, this is a routine disclosure of executive liquidity activity without additional operational or financial data in the filing.

Corporate Governance Expert

TL;DR: Disclosure aligns with good governance practices; transaction executed via 10b5-1 plan and properly reported.

The filing documents proper use of a Rule 10b5-1 plan adopted May 23, 2025 and timely reporting of the August 25, 2025 sale, which reflects adherence to insider-trading compliance protocols. The signature by an attorney-in-fact is included, and the explanation notes shares remaining in the company 401(k) plan. This is a compliance-focused disclosure rather than a corporate governance concern or performance signal.

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).

X

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^*

Coleman Sonia L

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. EVP and Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2025

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	08/25/2025		S		1,971(1)	D	$118.57	0	D
Disney Common Stock								993.364(2)	I	By 401(k)

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. The transaction reported on this Form 4 was made pursuant to a contract, instruction, or written plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) previously adopted by the reporting person on May 23, 2025.

2. Shares held in The Walt Disney Stock Fund as of August 22, 2025. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions.

Remarks:

	/s/ Carla J. Silva, as attorney-in-fact	08/25/2025
	** 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

What did Sonia L. Coleman sell and when?

Ms. Coleman sold 1,971 shares of Disney common stock on 08/25/2025 at a reported price of $118.57 per share.

Was the sale under a trading plan?

Yes. The filing states the sale was made pursuant to a Rule 10b5-1 written plan adopted May 23, 2025.

How many Disney shares does Ms. Coleman own after the transaction?

Following the reported transaction she holds 0 shares directly and 993.364 shares indirectly through The Walt Disney Stock Fund in the 401(k) plan.

Does the filing explain the indirect holdings?

Yes. The filing notes those 993.364 shares are held in The Walt Disney Stock Fund as of 08/22/2025, which is an investment option in the 401(k) plan and includes company matching contributions.

Who signed the Form 4?

The Form 4 is signed by /s/ Carla J. Silva, as attorney-in-fact on 08/25/2025.