Kristina Schake RSUs Convert to 77.571 DIS Shares; Form 4 Filed

Rhea-AI Filing Summary

Kristina K. Schake, Sr. EVP and Chief Communications Officer of Walt Disney Co (DIS), reported the vesting of restricted stock units. 77.571 restricted stock units were deemed to have satisfied performance conditions and were awarded on 09/19/2025, converting 1-for-1 into 77.571 shares of Disney common stock with a $0 price. The award becomes exercisable or vests on 09/28/2025. Following this transaction, Ms. Schake beneficially owns 249.3972 shares directly. The Form 4 was signed on behalf of the reporting person on 09/22/2025. The filing notes the units were part of awards from the company’s 2022 fiscal year and included adjustments for performance and accumulated dividend equivalents.

Positive

• Performance criteria satisfied: 77.571 RSUs met applicable performance conditions and converted to shares, indicating target metrics were achieved.
• Increased insider ownership: Beneficial ownership rose to 249.3972 shares, modestly aligning executive and shareholder interests.
• No cash required: The RSUs converted at a $0 exercise price, reflecting typical vested compensation rather than a purchase.

Negative

• None.

Insights

Securities Analyst

TL;DR: A routine, performance-based RSU vesting converted 77.571 units into shares; ownership increased to 249.3972 shares.

This Form 4 documents a standard equity compensation event: performance-based restricted stock units satisfied their criteria and converted to common shares at no cash exercise price. The transaction increases the executive's direct shareholding modestly. There is no indication of open-market purchases or sales, and the award reflects previously granted compensation rather than a new grant. For investors, this is a disclosure of insider ownership change with no immediate cash flow impact to the company.

Corporate Governance Expert

TL;DR: Governance disclosure shows compliance: performance conditions met and timely reporting of RSU conversion.

The filing is straightforward and consistent with typical long-term incentive plans that tie pay to performance. It specifies the satisfaction of performance conditions and inclusion of dividend equivalents, which supports alignment between executive pay and shareholder returns. Reporting was executed through an attorney-in-fact and filed promptly. No governance concerns or irregularities are evident from the document alone.

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).

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)
09/19/2025

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

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)	09/19/2025(2)		A		77.571		(3)	09/28/2025	Disney Common Stock	77.571	$0	249.3972	D

Explanation of Responses:

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

2. Restricted stock units were awarded during the Company's 2022 fiscal year and were subject to performance conditions, which were satisfied as to 77.571 shares (including an adjustment to reflect the extent to which applicable performance criteria were met and accumulated dividend equivalents) on September 19, 2025.

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

Remarks:

	/s/ Carla J. Silva, as attorney-in-fact	09/22/2025
	** 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 Kristina K. Schake report on Form 4 for DIS?

The Form 4 reports the conversion of 77.571 restricted stock units into 77.571 shares of Disney common stock following satisfaction of performance conditions.

When did the RSUs convert and when do they vest for DIS insider Schake?

Performance was satisfied on 09/19/2025, and the stock units vest or become exercisable on 09/28/2025.

How many Disney shares does Schake beneficially own after the transaction?

After the reported transaction, Ms. Schake beneficially owns 249.3972 shares directly.

Was there any cash paid to acquire these shares?

No cash was paid; the RSUs converted at a reported price of $0 per share.

Does the Form 4 indicate any sale or open-market transaction by the insider?

No. The filing shows only the conversion/vesting of RSUs into shares, not any sale or market transaction.