Disney (NYSE: DIS) files insider report on RSU vesting, new option grant

Rhea-AI Filing Summary

Walt Disney’s Senior Executive Vice President & Chief People Officer reported a series of equity compensation transactions involving company stock. On December 15, 2025, previously granted restricted stock units vested, delivering 1,111 and 3,831 shares of Disney common stock as they converted 1-for-1 into shares.

To cover withholding taxes, 565 and 1,946 shares were automatically withheld at $110.05 per share, and the filing states these do not represent open-market sales. The executive received 9,087 new restricted stock units and 27,409 stock options at an exercise price of $110.05, each scheduled to vest in three equal installments on December 15 of 2026, 2027, and 2028. A separate performance-based restricted stock unit award can result in the vesting of between zero and 33,622 additional stock units, depending on achievement of performance criteria.

Insider Trade Summary

4,942 shares exercised/converted

Mixed 9 txns

Insider Coleman Sonia L

Role Sr. EVP & Chief People Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	1,111	$0.00	--
Exercise	Restricted Stock Unit	3,831	$0.00	--
Grant/Award	Restricted Stock Unit	9,087	$0.00	--
Grant/Award	Stock Option (Right-to-Buy)	27,409	$0.00	--
Exercise	Disney Common Stock	1,111	$0.00	--
Tax Withholding	Disney Common Stock	565	$110.05	$62K
Exercise	Disney Common Stock	3,831	$0.00	--
Tax Withholding	Disney Common Stock	1,946	$110.05	$214K
holding	Disney Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Stock Option (Right-to-Buy) — 27,409 shares (Direct); Disney Common Stock — 1,111 shares (Direct); Disney Common Stock — 1,000.493 shares (Indirect, By 401(k))

Footnotes (1)

1. Vesting of restricted stock units previously granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan. The award is fully vested. Includes dividend equivalents accrued on the award. Restricted stock units convert into common stock at 1-for-1. The 565 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction. Vesting of restricted stock units previously granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan. The remaining 3,831 stock units vest on December 15, 2026. Includes dividend equivalents accrued on the award. The 1,946 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction. Shares held in The Walt Disney Stock Fund as of December 15, 2025. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions. This restricted stock unit award was granted under the Company's Amended and Restated 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest in three equal installments on each December 15 of 2026, 2027 and 2028. Option was granted under the Company's Amended and Restated 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The option is scheduled to vest in three equal installments on each December 15 of 2026, 2027 and 2028. In connection with this stock option award, the reporting person also was awarded restricted stock units whose vesting is subject to performance vesting criteria. The number of stock units vesting depends on the extent to which the performance criteria are satisfied, and ranges from zero to 33,622, not including potential accrued dividends.

Form 4 Insider Transactions: What Each Field Means →

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^*

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 & Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025

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	12/15/2025		M		1,111(1)	A	(2)	1,111	D
Disney Common Stock	12/15/2025		F		565(3)	D	$110.05	546	D
Disney Common Stock	12/15/2025		M		3,831(4)	A	(2)	4,377	D
Disney Common Stock	12/15/2025		F		1,946(5)	D	$110.05	2,431	D
Disney Common Stock								1,000.493(6)	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
Restricted Stock Unit	(2)	12/15/2025		M			1,111	(1)	(1)	Disney Common Stock	1,111	$0	0	D
Restricted Stock Unit	(2)	12/15/2025		M			3,831	(4)	(4)	Disney Common Stock	3,831	$0	3,831	D
Restricted Stock Unit	(2)	12/15/2025		A		9,087		(7)	(7)	Disney Common Stock	9,087	$0	9,087	D
Stock Option (Right-to-Buy)	$110.05	12/15/2025		A		27,409		(8)	12/15/2035	Disney Common Stock	27,409	$0	27,409	D

Explanation of Responses:

1. Vesting of restricted stock units previously granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan. The award is fully vested. Includes dividend equivalents accrued on the award.

2. Restricted stock units convert into common stock at 1-for-1.

3. The 565 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction.

4. Vesting of restricted stock units previously granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan. The remaining 3,831 stock units vest on December 15, 2026. Includes dividend equivalents accrued on the award.

5. The 1,946 shares reported as a disposition represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations of reporting person and do not constitute an actual sale or other open-market transaction.

6. Shares held in The Walt Disney Stock Fund as of December 15, 2025. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions.

7. This restricted stock unit award was granted under the Company's Amended and Restated 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest in three equal installments on each December 15 of 2026, 2027 and 2028.

8. Option was granted under the Company's Amended and Restated 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The option is scheduled to vest in three equal installments on each December 15 of 2026, 2027 and 2028. In connection with this stock option award, the reporting person also was awarded restricted stock units whose vesting is subject to performance vesting criteria. The number of stock units vesting depends on the extent to which the performance criteria are satisfied, and ranges from zero to 33,622, not including potential accrued dividends.

Remarks:

	/s/ Carla J. Silva, as attorney-in-fact	12/17/2025
	** 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.
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FAQ

What insider equity transactions were reported by Walt Disney Co (DIS)?

The filing shows Disney’s Senior EVP & Chief People Officer reported vesting of restricted stock units that converted into 1,111 and 3,831 shares of Disney common stock, along with new grants of 9,087 restricted stock units and 27,409 stock options.

How many new restricted stock units did the Disney executive receive?

The executive received a new award of 9,087 restricted stock units, which was granted under The Walt Disney Company’s Amended and Restated 2011 Stock Incentive Plan.

What stock options were granted in this Disney (DIS) Form 4 filing?

The executive was granted 27,409 stock options with a right-to-buy Disney common stock at an exercise price of $110.05 per share. The options expire on December 15, 2035.

When do the new Disney restricted stock units and options vest?

The filing states that the 9,087 restricted stock units and the 27,409 stock options are scheduled to vest in three equal installments on each December 15 of 2026, 2027 and 2028.

Were any Walt Disney (DIS) shares sold in the open market in this filing?

No open-market sales are reported. The 565 and 1,946 shares listed as dispositions were automatically withheld to satisfy tax withholding obligations and, according to the filing, do not constitute an actual sale or other open-market transaction.

What performance-based equity opportunity was disclosed for the Disney executive?

In connection with the stock option grant, the executive also received performance-based restricted stock units. The number of stock units that may vest ranges from zero to 33,622, depending on how performance criteria are met, excluding any potential accrued dividends.