DIS Insider Filing: Brent Woodford RSUs Vest; 294 Shares Withheld for Taxes

Rhea-AI Filing Summary

Brent Woodford, EVP, Control, Financial Planning & Tax at The Walt Disney Company (DIS), reported stock transactions on 09/23/2025. 1,085 restricted stock units vested and converted 1-for-1 into 1,085 shares of Disney common stock, increasing his direct beneficial ownership to 52,822 shares. To cover tax withholding on the vesting, 294 shares were withheld/disposed at an indicated price of $112.61; this withholding was not an open-market sale. The filing also discloses 100 shares held indirectly by a spouse in an IRA and 289.575 shares held indirectly in the Disney Stock Fund within a 401(k). The remaining portion of the award vests as to 1,086 stock units on September 23, 2026. The form was signed via attorney-in-fact on 09/24/2025.

Insights

Financial Analyst

TL;DR: Executive received RSU vesting of 1,085 shares; routine tax withholding reduced net shares.

The filing documents a routine vesting of restricted stock units under Disney's 2011 Stock Incentive Plan, converting vested RSUs 1-for-1 into common stock and reporting a net increase in direct ownership to 52,822 shares. The 294-share disposition is described as an automatic withholding to satisfy tax obligations and explicitly is not an open-market sale, which limits market impact. Indirect holdings include a small spouse IRA position and participation in the company 401(k) stock fund. Overall, these are administrative equity events rather than material corporate actions.

Corporate Governance Expert

TL;DR: Disclosure meets Section 16 reporting requirements; transactions are compensatory and administrative.

The Form 4 provides timely disclosure of compensation-related equity activity by a named officer, including vesting schedules and tax-withholding mechanics. Notably, the filing specifies future vesting of 1,086 units in 2026 and distinguishes between direct and indirect ownership, which is important for evaluating potential conflicts and insider holdings. There are no indications of sales for liquidity or signaling; the actions align with standard executive compensation administration.

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).

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)
09/23/2025

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	09/23/2025		M		1,085(1)	A	(2)	52,822	D
Disney Common Stock	09/23/2025		F		294(3)	D	$112.61	52,528	D
Disney Common Stock								100	I	By Spouse in IRA
Disney Common Stock								289.575(4)	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)	09/23/2025		M			1,085	(1)	(1)	Disney Common Stock	1,085	$0	1,086	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 remaining stock units vest as to 1,086 stock units on September 23, 2026. Includes dividend equivalents accrued on the award.

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

3. The 294 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. Shares held in The Walt Disney Stock Fund as of September 23, 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	09/24/2025
	** 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.
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.

FAQ

What transactions did Brent Woodford report on the DIS Form 4?

The report shows 1,085 RSUs vested and converted to 1,085 Disney shares, a 294-share withholding for taxes at an indicated price of $112.61, and indirect holdings of 100 shares (spouse IRA) and 289.575 shares (401(k) fund).

Did the Form 4 report any open-market sale of DIS shares by the reporting person?

No. The filing states the 294-share disposition was an automatic reduction to cover withholding tax and did not constitute an open-market sale.

How many shares will remain to vest for Brent Woodford and when?

The filing says the remaining portion of the award vests as to 1,086 stock units on September 23, 2026.

What is Brent Woodford's total direct beneficial ownership after these transactions?

Following the reported transactions, the filing shows 52,822 shares beneficially owned directly.

Who signed the Form 4 and when was it filed?

The form was signed by /s/ Carla J. Silva, as attorney-in-fact on 09/24/2025.