Walt Disney (DIS) officer details RSU vesting and share holdings

Rhea-AI Filing Summary

The Walt Disney Company reported insider equity activity by an executive officer serving as EVP, Control, Financial Planning & Tax. On December 15, 2025, 1,092 and 2,193 restricted stock units vested and converted into an equal number of Disney common shares. To cover withholding taxes, 406 and 812 shares were automatically withheld at a price of $110.05 per share, and these transactions were not open-market sales.

Following these transactions, the officer directly owns 54,595 Disney common shares, plus 100 shares held indirectly through a spouse’s IRA and about 289.575 shares in a 401(k) plan as of December 15, 2025. The officer also retains 4,388 unvested restricted stock units, scheduled to vest in two equal installments of 2,194 units on June 15, 2026 and December 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)
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		1,092(1)	A	(2)	53,620	D
Disney Common Stock	12/15/2025		F		406(3)	D	$110.05	53,214	D
Disney Common Stock	12/15/2025		M		2,193(4)	A	(2)	55,407	D
Disney Common Stock	12/15/2025		F		812(5)	D	$110.05	54,595	D
Disney Common Stock								100	I	By Spouse in IRA
Disney Common Stock								289.575(6)	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	(2)	12/15/2025		M			1,092	(1)	(1)	Disney Common Stock	1,092	$0	0	D
Restricted Stock Unit	(2)	12/15/2025		M			2,193	(4)	(4)	Disney Common Stock	2,193	$0	4,388	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 award is fully vested. Includes dividend equivalents accrued on the award.

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

3. The 406 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. 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 2,194 stock units on each of June 15, 2026, and December 15, 2026. Includes dividend equivalents accrued on the award.

5. The 812 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. Shares held in The Walt Disney Stock Fund as of December 15, 2025. 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	12/17/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider equity activity at Walt Disney Co (DIS) is disclosed in this Form 4?

An executive officer of Walt Disney Co (DIS) reported the vesting of restricted stock units that converted into Disney common shares, along with related share withholdings to satisfy tax obligations, all dated December 15, 2025.

How many Walt Disney (DIS) restricted stock units vested in this filing?

On December 15, 2025, 1,092 restricted stock units vested under one award and 2,193 restricted stock units vested under another, each converting into an equal number of Disney common shares on a 1-for-1 basis.

Were any Walt Disney Co (DIS) shares sold in the open market in this Form 4?

No open-market sales occurred. The 406 and 812 Disney shares reported as dispositions were automatically withheld to discharge the executive’s tax withholding obligations and are expressly stated as not being open-market transactions.

How many Walt Disney (DIS) shares does the executive own after these transactions?

After the reported activity, the executive directly owns 54,595 Disney common shares, plus 100 shares held indirectly through a spouse’s IRA and approximately 289.575 shares held in The Walt Disney Stock Fund within a 401(k) plan as of December 15, 2025.

What unvested Walt Disney (DIS) restricted stock units remain for the executive?

The executive continues to hold 4,388 unvested restricted stock units. The remaining units are scheduled to vest in two equal tranches of 2,194 units each on June 15, 2026 and December 15, 2026, including dividend equivalents accrued on the award.

How are retirement-plan holdings of Disney (DIS) shares reflected in this report?

The filing notes 289.575 Disney shares held in The Walt Disney Stock Fund within a 401(k) plan as of December 15, 2025, and identifies the fund as an investment option that includes company matching contributions.