Walt Disney Director's 947.9-Share Compensation Grant Increases Holdings

Rhea-AI Filing Summary

Derica W. Rice, a Director of The Walt Disney Company (DIS), reported an acquisition on 09/30/2025 of 947.9 shares of Disney common stock at a price of $113.73 per share. After the transaction the reporting person beneficially owned 20,576.5 shares. The filing states that the reported shares include 366.3 stock units issued in lieu of cash retainer fees and 581.6 deferred stock units granted as a quarterly grant under the company’s Amended and Restated 2011 Stock Incentive Plan, plus additional units from dividends. The Form 4 was signed by an attorney-in-fact on behalf of the reporting person on 10/02/2025.

Positive

• Director increased beneficial ownership to 20,576.5 shares
• 947.9 shares were added through the company’s 2011 Stock Incentive Plan as compensation and deferred units

Negative

• None.

Insights

Corporate Governance Specialist

Director received board compensation in stock: 947.9 shares added; total ownership 20,576.5.

The Form 4 shows the reported acquisition is compensation-related: 366.3 shares elected in lieu of cash retainers and 581.6 deferred stock units granted under the 2011 Stock Incentive Plan. This is a routine board compensation mechanism rather than an open-market purchase.

The inclusion of dividend-credit stock units is disclosed, meaning the ownership change arises from plan mechanics rather than new cash investment by the director.

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

OMB Number:			3235-0287
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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^*

Rice Derica W

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		A		947.9(1)	A	$113.73	20,576.5	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

Explanation of Responses:

1. Includes: (1) 366.3 stock units and/or shares of the Issuer's common stock issued under the Amended and Restated 2011 Stock Incentive Plan (the "Plan") credited in lieu of all or a portion of the reporting person's quarterly cash retainer fees for Board services pursuant to the reporting person's election, which shares shall be issued to the reporting person at such times and subject to such terms and conditions governing the election, and (2) 581.6 deferred stock units under the Plan credited as a quarterly grant under the Plan. The total also includes additional stock units credited to the reporting person in respect of dividends paid on shares of Issuer common stock. Stock units are issued to the reporting person in the form of shares of the Issuer's common stock issued under the Plan.

Remarks:

	/s/ Carla J. Silva, as attorney-in-fact	10/02/2025
	** 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 did Derica W. Rice report on the Form 4 for DIS?

The report shows an acquisition on 09/30/2025 of 947.9 Disney shares at $113.73, bringing total beneficial ownership to 20,576.5 shares.

Were the shares purchased on the open market or issued as compensation?

The filing states the shares include 366.3 stock units issued in lieu of cash retainer fees and 581.6 deferred stock units granted under the Amended and Restated 2011 Stock Incentive Plan, plus dividend-related units.

What is the date of the transaction and the Form 4 signature date?

The transaction date is 09/30/2025 and the Form 4 was signed by an attorney-in-fact on 10/02/2025.

How many shares were credited as deferred stock units?

The filing discloses 581.6 deferred stock units credited as a quarterly grant under the Plan.

How many shares were credited in lieu of cash retainer fees?

The filing discloses 366.3 stock units were issued under the Plan in lieu of quarterly cash retainer fees.