Walt Disney Co (NYSE: DIS) CFO reports RSU awards and options

Rhea-AI Filing Summary

Walt Disney Co’s senior executive vice president and chief financial officer reported stock-based compensation activity and new equity awards. On December 15, 2025, 12,658 previously granted restricted stock units vested and converted into common shares; 5,157 of those shares were automatically withheld to cover taxes and were not sold on the open market, leaving 14,278 shares held directly, plus small additional holdings in family trusts.

The filing shows 12,658 restricted stock units remaining from this earlier grant, scheduled to vest on December 15, 2026. The officer also received a new award of 37,483 restricted stock units, vesting in three equal installments on December 15 of 2026, 2027 and 2028, and a new stock option for 113,062 shares at an exercise price of $110.05, vesting on the same schedule and expiring December 15, 2035. In connection with the option grant, additional performance-based restricted stock units may vest in a range from zero to 138,686 units depending on future performance criteria.

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^*

Johnston Hugh F

(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)
	SEVP & Chief Financial 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		12,658(1)	A	(2)	19,435	D
Disney Common Stock	12/15/2025		F		5,157(3)	D	$110.05	14,278	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	(2)	12/15/2025		M			12,658	(1)	(1)	Disney Common Stock	12,658	$0	12,658	D
Restricted Stock Unit	(2)	12/15/2025		A		37,483		(4)	(4)	Disney Common Stock	37,483	$0	37,483	D
Stock Option (Right-to-Buy)	$110.05	12/15/2025		A		113,062		(5)	12/15/2035	Disney Common Stock	113,062	$0	113,062	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 12,658 stock units vest on December 15, 2026. Includes dividend equivalents accrued on the award.

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

3. The 5,157 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. 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.

5. 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 138,686, not including potential accrued dividends.

Remarks:

	/s/ Carla J. Silva, as attorney-in-fact	12/17/2025
	** Signature of Reporting Person	Date
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FAQ

What did Walt Disney Co (DIS) disclose in this Form 4 filing?

The filing reports that the company’s senior executive vice president and chief financial officer had restricted stock units vest into common shares, had some shares withheld to cover taxes, and received new grants of restricted stock units and stock options under The Walt Disney Company’s Amended and Restated 2011 Stock Incentive Plan.

How many Walt Disney Co (DIS) shares did the CFO acquire and how many were withheld for taxes?

On December 15, 2025, 12,658 restricted stock units vested into Disney common shares. Of these, 5,157 shares were automatically withheld to satisfy withholding tax obligations, with 14,278 shares reported as directly owned after the transactions.

What new restricted stock unit (RSU) awards did the Disney CFO receive?

The officer received a new award of 37,483 restricted stock units. This award was granted under the Amended and Restated 2011 Stock Incentive Plan and is scheduled to vest in three equal installments on December 15 of 2026, 2027 and 2028.

What stock options were granted to the Walt Disney Co (DIS) CFO and when do they vest?

The officer was granted a stock option for 113,062 shares of Disney common stock with an exercise price of $110.05 per share. The option was granted under the Amended and Restated 2011 Stock Incentive Plan, is scheduled to vest in three equal installments on December 15 of 2026, 2027 and 2028, and expires on December 15, 2035.

Did the Walt Disney Co (DIS) CFO sell any shares on the open market in this Form 4?

No. The 5,157 shares reported as a disposition were an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations and, according to the filing, do not constitute an actual sale or other open-market transaction.

What performance-based equity could the Disney CFO receive in addition to the reported grants?

In connection with the reported stock option award, the officer was also awarded restricted stock units whose vesting is subject to performance criteria. The number of these stock units that may vest depends on the extent to which the performance criteria are satisfied and ranges from zero to 138,686 units, excluding potential accrued dividends.