Disney (NYSE: DIS) HR chief reports RSU vesting and tax withholding on company stock

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Walt Disney Co executive Sonia L. Coleman reported routine equity compensation activity involving Disney Common Stock. On June 23, 2026, 809 shares were issued upon conversion of restricted stock units on a 1-for-1 basis, reflecting the vesting of a prior award.

Of these, 291 shares were automatically withheld at a price of $102.92 per share to cover tax obligations, which the filing notes was not an open-market sale. After these transactions, Coleman held 811 Disney Common Stock shares directly, 1,114.866 shares indirectly through a 401(k) plan, and 4,079.7036 restricted stock units following a separate 1,719.8123-unit award tied to performance conditions.

Insider Trade Summary

809 shares exercised/converted

Mixed 5 txns

Insider Coleman Sonia L

Role Sr. EVP & Chief People Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	809	$0.00	--
Exercise	Disney Common Stock	809	$0.00	--
Tax Withholding	Disney Common Stock	291	$102.92	$30K
Grant/Award	Restricted Stock Unit	1,719.812	$0.00	--
holding	Disney Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct, null); Disney Common Stock — 811 shares (Direct, null); Disney Common Stock — 1,114.866 shares (Indirect, By 401(k))

Footnotes (1)

Vesting of restricted stock units previously granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan. The award vested in three substantially equal annual installments, which began on June 23, 2024. Includes dividend equivalents accrued on the award. Restricted stock units convert into common stock at 1-for-1. The 291 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. Shares held in The Walt Disney Stock Fund as of June 23, 2026. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions. Restricted stock units were awarded during the Company's 2023 fiscal year and were subject to performance conditions, which were satisfied as to 1,719.8123 shares (including an adjustment to reflect the extent to which applicable performance criteria were met and accumulated dividend equivalents) on June 22, 2026. The stock unit award vests on the expiration date.

Key Figures

Tax withholding shares: 291 shares at $102.92 RSUs converted: 809 shares Direct common shares after transaction: 811 shares +3 more

6 metrics

Tax withholding shares 291 shares at $102.92 Shares automatically withheld for tax obligations on Jun. 23, 2026

RSUs converted 809 shares Restricted stock units converted to Disney Common Stock on Jun. 23, 2026

Direct common shares after transaction 811 shares Direct Disney Common Stock holdings following Jun. 23, 2026 activity

401(k) holdings 1,114.866 shares Disney Stock Fund shares in 401(k) plan as of Jun. 23, 2026

New performance-based RSUs 1,719.8123 units Restricted stock units earned based on performance conditions on Jun. 22, 2026

Total RSUs after award 4,079.7036 units Restricted stock unit balance after Jun. 22, 2026 grant/vesting event

Key Terms

Restricted stock units, dividend equivalents, withholding tax obligations, 401(k) Plan, +1 more

5 terms

Restricted stock units financial

"Vesting of restricted stock units previously granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

dividend equivalents financial

"Includes dividend equivalents accrued on the award."

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

withholding tax obligations financial

"represent an automatic reduction of shares issued to the reporting person to discharge withholding tax obligations"

401(k) Plan financial

"The Fund is one investment option in the 401(k) Plan and contains Company matching contributions."

A 401(k) plan is a workplace retirement account that lets employees set aside part of their pay into a tax-advantaged savings pot, often with employers adding matching contributions — like a workplace piggy bank for future income. It matters to investors because the amount people save and how employers fund these plans influence consumer spending, corporate payroll costs and the flow of money into financial markets, which can affect stock prices and company valuations.

performance conditions financial

"Restricted stock units were awarded during the Company's 2023 fiscal year and were subject to performance conditions"

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/24/2026 - 05:01 PM Accepted by SEC EDGAR 06/24/2026 - 05:00 PM

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
Estimated average burden
hours per response:			0.5

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^*

Coleman Sonia L

(Last)

(First)

(Middle)

500 SOUTH BUENA VISTA STREET

(Street)

BURBANK

CALIFORNIA

91521

(City)

(State)

(Zip)

UNITED STATES

(Country)

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 & Chief People Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Disney Common Stock	06/23/2026		M		809⁽¹⁾	A	⁽²⁾	811	D
Disney Common Stock	06/23/2026		F		291⁽³⁾	D	$102.92	520	D
Disney Common Stock								1,114.866⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽²⁾	06/22/2026⁽⁵⁾		A		1,719.8123		⁽⁶⁾	06/23/2026	Disney Common Stock	1,719.8123	$0	4,079.7036	D
Restricted Stock Unit	⁽²⁾	06/23/2026		M			809	⁽¹⁾	⁽¹⁾	Disney Common Stock	809	$0	0	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 award vested in three substantially equal annual installments, which began on June 23, 2024. Includes dividend equivalents accrued on the award.

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

3. The 291 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 June 23, 2026. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions.

5. Restricted stock units were awarded during the Company's 2023 fiscal year and were subject to performance conditions, which were satisfied as to 1,719.8123 shares (including an adjustment to reflect the extent to which applicable performance criteria were met and accumulated dividend equivalents) on June 22, 2026.

6. The stock unit award vests on the expiration date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Karen Young, as attorney-in-fact	06/24/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did DIS executive Sonia L. Coleman report on June 23, 2026?

Sonia L. Coleman reported vesting of 809 restricted stock units into Disney Common Stock and an automatic withholding of 291 shares for taxes. These transactions reflect equity compensation events rather than open-market buying or selling of Walt Disney Co (DIS) shares.

Did Sonia L. Coleman sell Walt Disney Co (DIS) shares in the open market?

The filing states 291 shares were withheld to cover tax obligations and explicitly notes this did not constitute an open-market sale. The disposition represents an automatic reduction in shares issued, not a discretionary sale of Disney Common Stock into the market.

How many Disney shares does Sonia L. Coleman hold after these Form 4 transactions?

After the reported activity, Coleman held 811 Disney Common Stock shares directly and 1,114.866 shares indirectly through a 401(k) plan. She also held 4,079.7036 restricted stock units, which represent future potential Disney Common Stock subject to vesting conditions.

What restricted stock unit awards were involved in the June 2026 DIS Form 4?

One award of 809 restricted stock units vested and converted to Disney Common Stock on June 23, 2026. Another award of 1,719.8123 restricted stock units, granted in the 2023 fiscal year, became earned based on performance conditions on June 22, 2026.

How do the Disney restricted stock units reported by Sonia L. Coleman convert into shares?

The footnotes state that restricted stock units convert into Disney Common Stock at a 1-for-1 rate. This means each vested unit delivers one share of Disney Common Stock when the applicable vesting or conversion conditions are satisfied under the company’s stock incentive plan.

What does the Disney 401(k) Stock Fund holding mean in Sonia L. Coleman’s Form 4?

The filing notes 1,114.866 Disney Common Stock shares held in The Walt Disney Stock Fund within a 401(k) plan as of June 23, 2026. This fund is an investment option in the plan and includes company matching contributions for participating employees like Coleman.