Walt Disney Co (NYSE: DIS) officer details RSU vesting, grants and options

Rhea-AI Filing Summary

Walt Disney Co’s Senior EVP and Chief Communications Officer reported multiple equity award transactions dated December 15, 2025. Several tranches of restricted stock units (RSUs) vested and converted into Disney common stock on a 1-for-1 basis, including 7,620, 1,711 and 3,446 units granted under the company’s Amended and Restated 2011 Stock Incentive Plan.

To cover withholding taxes on these vestings, 3,870, 869 and 1,750 shares were automatically withheld at a price of $110.05 per share; the filing states these do not constitute open‑market sales. The officer also received a new grant of 7,270 RSUs scheduled to vest in three equal installments on December 15 of 2026, 2027 and 2028, and a stock option for 21,928 shares at an exercise price of $110.05, vesting on the same dates. An additional performance‑based RSU award can vest in a range from zero to 26,896 units depending on achievement of performance criteria.

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^*

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)
12/15/2025

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	12/15/2025		M		7,620(1)	A	(2)	23,716	D
Disney Common Stock	12/15/2025		F		3,870(3)	D	$110.05	19,846	D
Disney Common Stock	12/15/2025		M		1,711(4)	A	(2)	21,557	D
Disney Common Stock	12/15/2025		F		869(5)	D	$110.05	20,688	D
Disney Common Stock	12/15/2025		M		3,446(6)	A	(2)	24,134	D
Disney Common Stock	12/15/2025		F		1,750(7)	D	$110.05	22,384	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)	12/15/2025		M			7,620	(1)	12/15/2025	Disney Common Stock	7,620	$0	0	D
Restricted Stock Unit	(2)	12/15/2025		M			1,711	(4)	(4)	Disney Common Stock	1,711	$0	0	D
Restricted Stock Unit	(2)	12/15/2025		M			3,446	(6)	(6)	Disney Common Stock	3,446	$0	3,447	D
Restricted Stock Unit	(2)	12/15/2025		A		7,270		(8)	(8)	Disney Common Stock	7,270	$0	7,270	D
Stock Option (Right-to-Buy)	$110.05	12/15/2025		A		21,928		(9)	12/15/2035	Disney Common Stock	21,928	$0	21,928	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 December 2, 2025. 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 3,870 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 previously granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan. The award is fully vested. Includes dividend equivalents accrued on the award.

5. The 869 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.

6. Vesting of restricted stock units previously granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan. The remaining 3,447 stock units vest on December 15, 2026. Includes dividend equivalents accrued on the award.

7. The 1,750 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.

8. This restricted stock unit award was granted under the Company's Amended and Restated 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest in three equal installments on each December 15 of 2026, 2027 and 2028.

9. Option was granted under the Company's Amended and Restated 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The option is scheduled to vest in three equal installments on each December 15 of 2026, 2027 and 2028. In connection with this stock option award, the reporting person also was awarded restricted stock units whose vesting is subject to performance vesting criteria. The number of stock units vesting depends on the extent to which the performance criteria are satisfied, and ranges from zero to 26,896, not including potential accrued dividends.

Remarks:

	/s/ Carla J. Silva, as attorney-in-fact	12/17/2025
	** Signature of Reporting Person	Date
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FAQ

What insider stock transactions did Walt Disney Co (DIS) report for its Senior EVP on December 15, 2025?

The Senior EVP and Chief Communications Officer of Walt Disney Co reported multiple equity award transactions on December 15, 2025. Several restricted stock unit awards vested and converted into Disney common stock, and new RSU and stock option grants were reported under the company’s Amended and Restated 2011 Stock Incentive Plan.

How many Disney RSUs vested for the DIS executive in this filing?

The filing shows vesting of 7,620, 1,711 and 3,446 restricted stock units, each converting into Disney common stock on a 1-for-1 basis. These RSUs were granted under The Walt Disney Company’s Amended and Restated 2011 Stock Incentive Plan and include accrued dividend equivalents.

Were the reported Disney share dispositions open-market sales?

No. The filing explains that the 3,870, 869 and 1,750 shares reported as dispositions represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations. It states these do not constitute actual sales or other open‑market transactions.

What new restricted stock unit grants did the Walt Disney (DIS) officer receive?

The officer received a new award of 7,270 restricted stock units at a conversion rate of 1-for-1 into Disney common stock. This award was granted under the Amended and Restated 2011 Stock Incentive Plan and is scheduled to vest in three equal installments on each December 15 of 2026, 2027 and 2028.

What stock option award was reported for the Disney executive and how does it vest?

The filing reports a stock option (right-to-buy) covering 21,928 shares of Disney common stock with an exercise price of $110.05 per share. The option was granted under the Amended and Restated 2011 Stock Incentive Plan and is scheduled to vest in three equal installments on each December 15 of 2026, 2027 and 2028.

Does the Disney executive have any performance-based RSU awards referenced in this filing?

Yes. In connection with the stock option award, the officer was also awarded restricted stock units whose vesting is subject to performance vesting criteria. The number of stock units that ultimately vest depends on the extent to which the performance criteria are satisfied and ranges from zero to 26,896, not including potential accrued dividends.