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

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.

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^*

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.
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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.