Disney (NYSE: DIS) CFO logs RSU vesting and tax share withholding

Q: Were any Walt Disney (DIS) shares sold by Hugh F. Johnston in the open market?

The filing states that 3,359 shares reported as a disposition were an automatic reduction of shares issued to Hugh F. Johnston to discharge withholding tax obligations . It explicitly notes this does not constitute an actual sale or other open-market transaction .

Q: How many Disney (DIS) shares does Hugh F. Johnston own after the reported transactions?

After the January 15, 2026 transactions, Hugh F. Johnston directly beneficially owned 20,340 shares of Disney common stock. In addition, 96 shares are held indirectly through the Lucas Tullier Contingent Trust and 126 shares are held indirectly through the Lucas Tullier Exempt Trusts .

Q: How do Hugh F. Johnston’s Disney (DIS) restricted stock units convert into common stock?

The footnotes specify that the restricted stock units convert into Disney common stock at a 1-for-1 ratio , meaning each vested unit delivers one share of Disney common stock.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

The Walt Disney Company’s SEVP & Chief Financial Officer Hugh F. Johnston reported routine equity compensation activity. On January 15, 2026, 9,421 restricted stock units vested under Disney’s Amended and Restated 2011 Stock Incentive Plan and converted into 9,421 shares of Disney common stock on a 1-for-1 basis. To cover withholding taxes, 3,359 shares were automatically withheld at a price of $113.14 per share, which the filing states does not constitute an open-market sale. Following these transactions, Johnston directly beneficially owned 20,340 Disney shares, with an additional 96 shares held indirectly through the Lucas Tullier Contingent Trust and 126 shares held indirectly through the Lucas Tullier Exempt Trusts. The award continues to vest, with 9,515 stock units scheduled to vest on January 15, 2027, and 9,516 stock units on January 15, 2028.

Insider Trade Summary

9,421 shares exercised/converted

Mixed 5 txns

Insider Johnston Hugh F

Role SEVP & Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	9,421	$0.00	--
Exercise	Disney Common Stock	9,421	$0.00	--
Tax Withholding	Disney Common Stock	3,359	$113.14	$380K
holding	Disney Common Stock	--	--	--
holding	Disney Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Unit — 19,031 shares (Direct); Disney Common Stock — 23,699 shares (Direct); Disney Common Stock — 96 shares (Indirect, Lucas Tullier Contingent Trust)

Footnotes (1)

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 9,515 stock units on January 15, 2027, and 9,516 stock units on January 15, 2028. Includes dividend equivalents accrued on the award. Restricted stock units convert into common stock at 1-for-1. The 3,359 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.

Form 4 Insider Transactions: What Each Field Means →

01/20/2026 - 05:31 PM

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^*

Johnston Hugh F

(Last)

(First)

(Middle)

500 SOUTH BUENA VISTA STREET

(Street)

BURBANK

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)
	SEVP & Chief Financial 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Disney Common Stock	01/15/2026		M		9,421⁽¹⁾	A	⁽²⁾	23,699	D
Disney Common Stock	01/15/2026		F		3,359⁽³⁾	D	$113.14	20,340	D
Disney Common Stock								96	I	Lucas Tullier Contingent Trust
Disney Common Stock								126	I	Lucas Tullier Exempt Trusts

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾	01/15/2026		M			9,421	⁽¹⁾	⁽¹⁾	Disney Common Stock	9,421	$0	19,031	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 remaining stock units vest as to 9,515 stock units on January 15, 2027, and 9,516 stock units on January 15, 2028. Includes dividend equivalents accrued on the award.

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

3. The 3,359 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.

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.
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Disney (DIS) disclose for Hugh F. Johnston?

The filing reports that Hugh F. Johnston, SEVP & Chief Financial Officer of The Walt Disney Company, had 9,421 restricted stock units vest on January 15, 2026. These units converted into 9,421 shares of Disney common stock on a 1-for-1 basis as part of his equity compensation.

Were any Walt Disney (DIS) shares sold by Hugh F. Johnston in the open market?

The filing states that 3,359 shares reported as a disposition were an automatic reduction of shares issued to Hugh F. Johnston to discharge withholding tax obligations. It explicitly notes this does not constitute an actual sale or other open-market transaction.

How many Disney (DIS) shares does Hugh F. Johnston own after the reported transactions?

After the January 15, 2026 transactions, Hugh F. Johnston directly beneficially owned 20,340 shares of Disney common stock. In addition, 96 shares are held indirectly through the Lucas Tullier Contingent Trust and 126 shares are held indirectly through the Lucas Tullier Exempt Trusts.

What is the vesting schedule of Hugh F. Johnston’s remaining Disney (DIS) restricted stock units?

The filing explains that, after the January 15, 2026 vesting of 9,421 units, the remaining restricted stock units are scheduled to vest as to 9,515 stock units on January 15, 2027 and 9,516 stock units on January 15, 2028, including accrued dividend equivalents.

At what price were Disney (DIS) shares withheld for taxes in this Form 4?

To satisfy tax withholding obligations related to the vesting, 3,359 shares of Disney common stock were withheld at a price of $113.14 per share, according to the Form 4.

How do Hugh F. Johnston’s Disney (DIS) restricted stock units convert into common stock?

The footnotes specify that the restricted stock units convert into Disney common stock at a 1-for-1 ratio, meaning each vested unit delivers one share of Disney common stock.