Walt Disney Co (DIS) EVP reports RSU vesting, updates share holdings

Rhea-AI Filing Summary

The Walt Disney Company executive EVP, Control, Financial Planning & Tax reported routine equity compensation activity. On December 18, 2025, 41 restricted stock units converted into an equal number of Disney common shares, consistent with the stated 1-for-1 conversion. On the same date, 41 shares were automatically withheld at $111.61 per share to satisfy tax withholding obligations, and this was not an open-market sale.

After these transactions, the executive beneficially owned 54,636 Disney common shares directly, plus 100 shares held indirectly through a spouse’s IRA and 289.575 units in The Walt Disney Stock Fund within a 401(k) plan. In addition, 1,045 restricted stock units remain outstanding and are scheduled to vest on September 23, 2026, including accrued dividend equivalents, under The Walt Disney Company’s Amended and Restated 2011 Stock Incentive Plan.

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

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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)
12/18/2025

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	12/18/2025		M		41	A	(1)	54,636	D
Disney Common Stock	12/18/2025		F		41(2)	D	$111.61	54,595	D
Disney Common Stock								100	I	By Spouse in IRA
Disney Common Stock								289.575(3)	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	(1)	12/18/2025		M			41	(4)	(4)	Disney Common Stock	41	$0	1,045	D

Explanation of Responses:

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

2. The 41 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.

3. Shares held in The Walt Disney Stock Fund as of December 18, 2025. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions.

4. Vesting of restricted stock units previously granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan is limited to shares necessary to cover withholding obligations related to future vestings. The remaining stock units vest as to 1,045 stock units on September 23, 2026. Includes dividend equivalents accrued on the award.

Remarks:

	/s/ Carla J. Silva, as attorney-in-fact	12/19/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did Walt Disney Co (DIS) report on December 18, 2025?

The filing shows that 41 restricted stock units vested and converted into 41 shares of Disney common stock on December 18, 2025, with a matching 41-share automatic withholding to cover tax obligations.

Did the Walt Disney Co (DIS) executive sell shares in the open market?

The 41-share disposition was reported as an automatic reduction to satisfy tax withholding obligations and does not constitute an actual sale or other open-market transaction, according to the explanation of responses.

How many Walt Disney Co (DIS) shares does the reporting person own after the transaction?

Following the reported activity, the executive beneficially owned 54,636 Disney common shares directly, plus 100 shares indirectly through a spouse’s IRA and 289.575 units in The Walt Disney Stock Fund within a 401(k) plan.

What remaining equity awards does the Walt Disney Co (DIS) executive hold?

The filing states that 1,045 restricted stock units remain and are scheduled to vest on September 23, 2026, under The Walt Disney Company’s Amended and Restated 2011 Stock Incentive Plan, including dividend equivalents accrued on the award.

What role does the reporting person hold at Walt Disney Co (DIS)?

The reporting person is identified as an officer of The Walt Disney Company, serving as EVP, Control, Financial Planning & Tax, and is not listed as a director or 10% owner.

How is the Walt Disney Stock Fund in the 401(k) described in the Walt Disney Co (DIS) filing?

The filing notes that 289.575 units are held in The Walt Disney Stock Fund as of December 18, 2025. The fund is described as one investment option in the 401(k) Plan and contains company matching contributions.

Was the Walt Disney Co (DIS) insider transaction filed on behalf of more than one reporting person?

No. The form indicates it is a Form filed by One Reporting Person, not by more than one reporting person.