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Disney (NYSE: DIS) SEVP reports RSU vesting and tax share withholding

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Walt Disney Company executive Horacio E. Gutierrez, SEVP, CL&GAO, reported equity changes from restricted stock unit activity. On January 15, 2026, 7,802 restricted stock units vested under Disney’s Amended and Restated 2011 Stock Incentive Plan and converted into Disney common stock on a 1-for-1 basis. To cover withholding taxes, the company automatically withheld 83 shares and 2,857 shares at a price of $113.14 per share; these were not open-market sales. Following these transactions, Gutierrez directly owned 58,317 Disney common shares and 15,761 restricted stock units, which continue to settle into common stock as they vest.

Positive

  • None.

Negative

  • None.
Insider Gutierrez Horacio E
Role SEVP, CL&GAO
Type Security Shares Price Value
Exercise Restricted Stock Unit 7,802 $0.00 --
Tax Withholding Disney Common Stock 83 $113.14 $9K
Exercise Disney Common Stock 7,802 $0.00 --
Tax Withholding Disney Common Stock 2,857 $113.14 $323K
Holdings After Transaction: Restricted Stock Unit — 15,761 shares (Direct); Disney Common Stock — 53,372 shares (Direct)
Footnotes (1)
  1. The 83 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. Total includes dividend equivalents distributed with respect to previously vested restricted stock units. The total also reflects a deduction for cash paid in lieu of fractional shares upon conversion of previously-granted units to shares. 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 7,880 stock units on January 15, 2027, and 7,881 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 2,857 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 →
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*
Gutierrez Horacio E
(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, CL&GAO
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 83(1) D $113.14 53,372(2) D
Disney Common Stock 01/15/2026 M 7,802(3) A (4) 61,174 D
Disney Common Stock 01/15/2026 F 2,857(5) D $113.14 58,317 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Unit (4) 01/15/2026 M 7,802 (3) (3) Disney Common Stock 7,802 $0 15,761 D
Explanation of Responses:
1. The 83 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. The total also reflects a deduction for cash paid in lieu of fractional shares upon conversion of previously-granted units to shares.
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 7,880 stock units on January 15, 2027, and 7,881 stock units on January 15, 2028. Includes dividend equivalents accrued on the award.
4. Restricted stock units convert into common stock at 1-for-1.
5. The 2,857 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 activity did DIS executive Horacio Gutierrez report on January 15, 2026?

Horacio E. Gutierrez reported the vesting of 7,802 restricted stock units that converted 1-for-1 into Disney common stock on January 15, 2026.

Were the Disney (DIS) Form 4 transactions open-market sales?

No. The 83 shares and 2,857 shares reported as dispositions were automatic reductions to satisfy tax withholding obligations and not open-market sales.

How many Disney (DIS) shares does Horacio Gutierrez own after these transactions?

After the reported transactions, Horacio E. Gutierrez directly owned 58,317 Disney common shares.

How many restricted stock units in Disney (DIS) does Horacio Gutierrez still hold?

Following the vesting event, Gutierrez held 15,761 restricted stock units, which are scheduled to convert into Disney common stock as they vest.

What future vesting is disclosed for Horacio Gutierrez’s Disney restricted stock units?

Remaining units are scheduled to vest as to 7,880 units on January 15, 2027 and 7,881 units on January 15, 2028, including associated dividend equivalents.

At what price were the Disney (DIS) tax withholding shares valued on the Form 4?

The shares withheld to cover taxes were valued at $113.14 per share, as disclosed in the Form 4.