Disney (DIS) HR chief logs RSU vesting and tax-share withholding

Rhea-AI Filing Summary

Walt Disney Co executive Sonia L. Coleman reported equity award vesting and related tax withholding transactions. On January 15, 2026, 2,880 restricted stock units converted into an equal number of Disney common shares, with 4 and 1,101 shares automatically withheld at prices of $113.14 per share to cover taxes, which the footnotes state did not involve open-market sales. On January 17, 2026, a further 1,181 restricted stock units converted into 1,181 common shares, with 487 shares automatically withheld at $112.485 per share for taxes, again not constituting open-market transactions.

Following these transactions, Coleman directly beneficially owned 2,475 Disney common shares and held 1,021.17 additional shares indirectly through a 401(k) plan stock fund. Footnotes note remaining restricted stock units from earlier grants are scheduled to vest in installments on January 15, 2027 and 2028, and on July 17, 2026, and that all restricted stock units convert into common stock on a 1-for-1 basis.

Insights

Equity compensation and insider-transactions analyst

Routine RSU vesting and tax withholding; no open-market selling.

The filing shows Sonia L. Coleman, Sr. EVP & Chief People Officer of Walt Disney Co, reporting the vesting of restricted stock units on January 15, 2026 and January 17, 2026. A total of 2,880 and 1,181 restricted stock units, respectively, converted into Disney common stock at an exercise price of $0, consistent with standard equity compensation.

Footnotes clarify that the dispositions coded "F"—4 shares and 1,101 shares at $113.14, and 487 shares at $112.485—were automatic share reductions to satisfy withholding tax obligations and "do not constitute an actual sale or other open-market transaction." This indicates Coleman did not decide to sell shares on the market; the mechanics were driven by tax requirements.

The filing also notes remaining restricted stock units scheduled to vest as to 2,909 units on each of January 15, 2027 and January 15, 2028, and 1,181 units on July 17, 2026, all converting into common stock on a 1-for-1 basis. For investors, this reads as routine executive equity vesting and future share delivery under existing plans rather than a directional signal about insider sentiment.

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

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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)
01/15/2026

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	01/15/2026		F		4(1)	D	$113.14	2(2)	D
Disney Common Stock	01/15/2026		M		2,880(3)	A	(4)	2,882	D
Disney Common Stock	01/15/2026		F		1,101(5)	D	$113.14	1,781	D
Disney Common Stock	01/17/2026		M		1,181(6)	A	(4)	2,962	D
Disney Common Stock	01/17/2026		F		487(7)	D	$112.485	2,475	D
Disney Common Stock								1,021.17(8)	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	(4)	01/15/2026		M			2,880	(3)	(3)	Disney Common Stock	2,880	$0	5,818	D
Restricted Stock Unit	(4)	01/17/2026		M			1,181	(6)	(6)	Disney Common Stock	1,181	$0	1,181	D

Explanation of Responses:

1. The 4 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.

2. Total includes dividend equivalents distributed with respect to previously vested restricted stock units.

3. Vesting of restricted stock units previously granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan. The remaining stock units vest as to 2,909 stock units on each of January 15, 2027 and 2028. Includes dividend equivalents accrued on the award.

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

5. The 1,101 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. Vesting of restricted stock units previously granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan. The remaining stock units vest as to 1,181 stock units on July 17, 2026. Includes dividend equivalents accrued on the award.

7. The 487 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.

8. Shares held in The Walt Disney Stock Fund as of January 16, 2026. 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	01/20/2026
	** 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

Who is the reporting person in this Walt Disney (DIS) Form 4?

The reporting person is Sonia L. Coleman, who serves as Sr. EVP & Chief People Officer of Walt Disney Co.

What equity transactions did Sonia L. Coleman report for Walt Disney (DIS)?

Coleman reported the vesting of 2,880 and 1,181 restricted stock units on January 15, 2026 and January 17, 2026, respectively, which converted into the same number of Disney common shares at an exercise price of $0.

Were any of Sonia L. Coleman’s Walt Disney (DIS) transactions open-market sales?

Footnotes state that the 4, 1,101, and 487 Disney common shares coded as dispositions were automatic reductions to cover withholding taxes and "do not constitute an actual sale or other open-market transaction."

How many Walt Disney (DIS) shares does Sonia L. Coleman beneficially own after these transactions?

After the reported transactions, Coleman directly beneficially owned 2,475 Disney common shares and indirectly held 1,021.17 shares through The Walt Disney Stock Fund in a 401(k) plan.

What future restricted stock unit vesting is disclosed for Sonia L. Coleman at Walt Disney (DIS)?

Footnotes state remaining restricted stock units from one grant vest as to 2,909 units on each of January 15, 2027 and January 15, 2028, and from another grant as to 1,181 units on July 17, 2026, with all units converting into Disney common stock on a 1-for-1 basis.

What is the significance of the 401(k) holdings mentioned for Walt Disney (DIS)?

The filing notes 1,021.17 Disney shares held in The Walt Disney Stock Fund as of January 16, 2026, an investment option in the company’s 401(k) plan that includes company matching contributions.