DIS Form 4: Kristina Schake converts 294 RSUs, withholding 107 shares

Rhea-AI Filing Summary

Kristina K. Schake, Sr. EVP and Chief Communications Officer of The Walt Disney Company (DIS), reported that restricted stock units vested and converted into common stock on 09/28/2025 under the company's Amended and Restated 2011 Stock Incentive Plan. The report shows 249 and 45 restricted stock units vested and converted 1-for-1 into shares, with dividend equivalents and a cash deduction for fractional shares reflected in the totals.

To satisfy tax withholding, 90 shares and 17 shares were withheld (not sold in the market) at an indicated withholding price of $113.165. Following the transactions, the reporting person’s beneficial ownership totals are shown sequentially as 16,158, 16,068, 16,113 and 16,096 shares in the filing.

Positive

• Vesting of equity awards occurred, converting a total of 294 restricted stock units into common stock (249 and 45 units).
• Conversion ratio is 1-for-1, so each restricted stock unit became one share of Disney common stock.

Negative

• Withholding for taxes reduced issued shares by 107 (90 and 17 shares), lowering the net increase in outstanding shares for the reporting person.
• Withholding price disclosed ($113.165) indicates share value used for tax withholding calculations but does not reflect an open-market sale price.

Insights

Corporate Governance Expert

TL;DR: Routine executive equity compensation vesting with tax-withholding; no open-market sales reported.

The Form 4 documents standard vesting of restricted stock units for a senior officer, converting units to common stock at a 1-for-1 rate. The withholding of 90 and 17 shares to satisfy tax obligations is an administrative adjustment and is described as not constituting market transactions. This filing does not indicate any change in control, unusual dilution, or public disposals that would be material to shareholder governance.

Executive Compensation Analyst

TL;DR: Compensation-related vesting recognized; impact limited to routine issuance and tax withholding.

The disclosure shows two vesting events totaling 294 restricted stock units converted to shares, including accrued dividend equivalents and fractional-share cash adjustment. The specified withholding at an indicated price of $113.165 reduced issued shares by 107 in aggregate. These are typical settlement mechanics for equity awards and represent compensation expense recognition rather than a liquidity event.

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).

1. Name and Address of Reporting Person^*

Schake Kristina K

(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)
	Sr. EVP and Chief Comm Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/28/2025

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	09/28/2025		M		249(1)	A	(2)	16,158	D
Disney Common Stock	09/28/2025		F		90(3)	D	$113.165	16,068	D
Disney Common Stock	09/28/2025		M		45(4)	A	(2)	16,113	D
Disney Common Stock	09/28/2025		F		17(5)	D	$113.165	16,096	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	(2)	09/28/2025		M			249	(1)	09/28/2025	Disney Common Stock	249	$0	0	D
Restricted Stock Unit	(2)	09/28/2025		M			45	(4)	09/28/2025	Disney Common Stock	45	$0	0	D

Explanation of Responses:

1. Vesting of restricted stock units granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan, previously reported on a Form 4 filed on September 23, 2025 and a Form 4 filed on December 3, 2024. The total also reflects a deduction for cash paid in lieu of fractional shares upon conversion of previously-granted units to shares and includes dividend equivalents accrued on the award.

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

3. The 90 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 granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan. The award is fully vested.

5. The 17 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	09/30/2025
	** 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).
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FAQ

What transactions did Kristina K. Schake report for DIS?

She reported vesting of restricted stock units converting to common stock (249 and 45 units) and automatic withholding of 90 and 17 shares to satisfy taxes.

How many restricted stock units converted to Disney shares?

294 restricted stock units converted to 294 shares (249 + 45), with fractional-share cash adjustment and dividend equivalents included.

Were any shares sold on the open market in this Form 4?

No. The 90 and 17 shares were withheld to cover taxes and are described as not constituting open-market transactions.

What was the withholding price used for tax purposes?

$113.165 per share is reported as the price used for the withholding adjustments.

How many Disney shares does the reporting person beneficially own after these transactions?

The filing shows sequential beneficial ownership figures of 16,158, 16,068, 16,113, and 16,096 following the reported entries.