Disney director granted stock, uses shares for taxes

Walt Disney Co director Jeremy Darroch reported routine equity compensation activity.

Accepted by SEC EDGAR 07/02/2026 - 04:02 PM EDT

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Form Type

Rhea-AI Filing Summary

Walt Disney Co director Jeremy Darroch reported routine equity compensation activity. He received an award of 954.8 shares of Disney common stock at a reference price of $100.80 per share. On the same date, 113.27 shares were automatically withheld at $96.795 per share to cover tax obligations.

The footnotes clarify that this 113.27-share disposition was not an open-market sale but an automatic reduction of shares to pay withholding taxes. After these transactions, Darroch directly holds 9,329.93 Disney shares, reflecting his ongoing equity stake in the company.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Darroch Jeremy

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Disney Common Stock	954.8	$100.80	$96K
Exercise Price or Tax Liability	Disney Common Stock	113.27	$96.795	$11K

Holdings After Transaction: Disney Common Stock — 9,329.93 shares (Direct)

Footnotes (3)

F1. Includes: (1) 310.0 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) 644.8 deferred stock units under the Plan credited as a quarterly grant under the Plan. Stock units are issued to the reporting person in the form of shares of the Issuer's common stock issued under the Plan.
F2. Total reflects a deduction for cash paid in lieu of fractional shares when stock units are converted to shares.
F3. The 113.27 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.

Key Figures

Stock grant: 954.8 shares Tax withholding shares: 113.27 shares Post-transaction holdings: 9,329.93 shares +1 more

4 metrics

Stock grant 954.8 shares Disney common stock award at $100.80 per share

Tax withholding shares 113.27 shares Automatic reduction at $96.795 per share for taxes

Post-transaction holdings 9,329.93 shares Disney common stock directly owned after transactions

Deferred and fee-related units 954.8 units/shares components Includes 310.0 fee-related units and 644.8 deferred stock units under Plan

Key Terms

Amended and Restated 2011 Stock Incentive Plan, deferred stock units, withholding tax obligations, quarterly cash retainer fees

4 terms

Amended and Restated 2011 Stock Incentive Plan financial

"issued under the Amended and Restated 2011 Stock Incentive Plan (the "Plan") credited in lieu"

deferred stock units financial

"644.8 deferred stock units under the Plan credited as a quarterly grant under the Plan"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

withholding tax obligations financial

"automatic reduction of shares issued to the reporting person to discharge withholding tax obligations"

quarterly cash retainer fees financial

"credited in lieu of all or a portion of the reporting person's quarterly cash retainer fees for Board services"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Darroch Jeremy

(Last)

(First)

(Middle)

500 SOUTH BUENA VISTA STREET

(Street)

BURBANK

CALIFORNIA

91521

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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

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

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

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	06/30/2026		A		954.8⁽¹⁾	A	$100.8	9,443.2⁽²⁾	D
Disney Common Stock	06/30/2026		F		113.27⁽³⁾	D	$96.795	9,329.93	D

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)

Explanation of Responses:

1. Includes: (1) 310.0 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) 644.8 deferred stock units under the Plan credited as a quarterly grant under the Plan. Stock units are issued to the reporting person in the form of shares of the Issuer's common stock issued under the Plan.

2. Total reflects a deduction for cash paid in lieu of fractional shares when stock units are converted to shares.

3. The 113.27 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/ Karen Young, as attorney-in-fact	07/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)