Walt Disney (NYSE: DIS) EVP granted stock, options and RSUs in Form 4

Rhea-AI Filing Summary

Walt Disney Company executive Woodford Brent reported multiple equity compensation transactions and related tax withholdings. On January 15, 2026, he received 11,230 restricted stock units and a stock option for 14,558 shares with an exercise price of $113.14, both granted under Disney's Amended and Restated 2011 Stock Incentive Plan. The award and option are scheduled to vest in six equal installments on July 15 of 2026, 2027 and 2028, and January 15 of 2027, 2028 and 2029.

Restricted stock units previously granted vested into 1,939 shares on January 15, 2026 and 1,162 shares on January 17, 2026, each converting into common stock on a 1-for-1 basis. On both dates, a total of 3, 542, and 256 shares were automatically withheld at prices of $113.14 and $112.485 to cover tax obligations, and did not involve open-market sales. After these transactions, he directly owned 56,902 Disney common shares, plus indirect holdings of 100 shares via a spouse’s IRA and 291.491 shares in a 401(k) stock fund as of January 15, 2026.

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^*

WOODFORD BRENT

(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)
	EVP, Control, Fin Plan & Tax

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		3(1)	D	$113.14	54,599(2)	D
Disney Common Stock	01/15/2026		M		1,939(3)	A	(4)	56,538	D
Disney Common Stock	01/15/2026		F		542(5)	D	$113.14	55,996	D
Disney Common Stock	01/17/2026		M		1,162(6)	A	(4)	57,158	D
Disney Common Stock	01/17/2026		F		256(7)	D	$112.485	56,902	D
Disney Common Stock								100	I	By Spouse in IRA
Disney Common Stock								291.491(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		A		11,230		(9)	(9)	Disney Common Stock	11,230	$0	11,230	D
Stock Option (Right-to-Buy)	$113.14	01/15/2026		A		14,558		(10)	01/15/2036	Disney Common Stock	14,558	$0	14,558	D
Restricted Stock Unit	(4)	01/15/2026		M			1,939	(3)	(3)	Disney Common Stock	1,939	$0	7,824	D
Restricted Stock Unit	(4)	01/17/2026		M			1,162	(6)	(6)	Disney Common Stock	1,162	$0	1,162	D

Explanation of Responses:

1. The 3 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 1,956 stock units on each of July 15, 2026 and 2027, and 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 542 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 1,162 stock units on July 17, 2026. Includes dividend equivalents accrued on the award.

7. The 256 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 15, 2026. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions.

9. 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 six equal installments on each July 15 of 2026, 2027 and 2028, and January 15 of 2027, 2028 and 2029.

10. 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 six equal installments on each July 15 of 2026, 2027 and 2028, and January 15 of 2027, 2028 and 2029.

Remarks:

	/s/ Carla J. Silva, as attorney-in-fact	01/20/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did DIS executive Woodford Brent report on this Form 4?

Woodford Brent, EVP, Control, Fin Plan & Tax of The Walt Disney Company (DIS), reported new equity awards and related vesting activity. He received 11,230 restricted stock units and a stock option for 14,558 shares at an exercise price of $113.14, plus vesting of previously granted RSUs that converted into 1,939 shares on January 15, 2026 and 1,162 shares on January 17, 2026.

Were any of Woodford Brents Disney (DIS) transactions open-market stock sales?

The filing states that the 3, 542, and 256 shares reported as dispositions were automatic reductions of shares issued to discharge withholding tax obligations. The footnotes clarify these do not constitute actual sales or other open-market transactions.

What new equity awards did the DIS executive receive according to this Form 4?

On January 15, 2026, Woodford Brent received 11,230 restricted stock units and a stock option covering 14,558 shares of Disney common stock with a $113.14 exercise price. Both were granted under The Walt Disney Companys Amended and Restated 2011 Stock Incentive Plan in transactions exempt under Rule 16(b)-3.

How do the new Disney restricted stock units and options vest for Woodford Brent?

The filing explains that the 11,230 restricted stock units and the 14,558-share stock option are each scheduled to vest in six equal installments on July 15 of 2026, 2027 and 2028, and January 15 of 2027, 2028 and 2029.

How many Disney shares does Woodford Brent beneficially own after the reported transactions?

After the reported transactions, Woodford Brent directly owned 56,902 Disney common shares. The Form 4 also shows 100 shares held indirectly in a spouses IRA and 291.491 shares in The Walt Disney Stock Fund within a 401(k) plan as of January 15, 2026.

What do the Form 4 footnotes say about Disney 401(k) and dividend equivalents for DIS stock?

One footnote states that total share amounts include dividend equivalents distributed with respect to previously vested restricted stock units. Another notes that 291.491 shares are held in The Walt Disney Stock Fund in a 401(k) plan as of January 15, 2026, and that this fund is an investment option containing company matching contributions.