Disney (NYSE: DIS) executive reports RSU vesting, tax withholdings, option grant

Rhea-AI Filing Summary

Walt Disney Co reported that a senior executive, serving as SEVP, Chief Legal and Global Affairs Officer, completed several equity transactions on December 15, 2025. Restricted stock units previously granted under the company’s 2011 Stock Incentive Plan vested, converting into 27,414, 6,162 and 8,499 shares of Disney common stock on that date.

To cover withholding taxes, 13,922, 3,130 and 4,316 shares were automatically withheld and are described as not being open-market sales. The executive also received a new award of 28,090 restricted stock units and a stock option for 84,728 shares at an exercise price of $110.05 per share, both scheduled to vest in three equal installments on December 15 of 2026, 2027 and 2028. Following these transactions, the executive directly owns 53,234 Disney shares, plus unvested equity awards.

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^*

Gutierrez Horacio E

(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)
	SEVP, CL&GAO

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		27,414(1)	A	(2)	59,941	D
Disney Common Stock	12/15/2025		F		13,922(3)	D	$110.05	46,019	D
Disney Common Stock	12/15/2025		M		6,162(4)	A	(2)	52,181	D
Disney Common Stock	12/15/2025		F		3,130(5)	D	$110.05	49,051	D
Disney Common Stock	12/15/2025		M		8,499(6)	A	(2)	57,550	D
Disney Common Stock	12/15/2025		F		4,316(7)	D	$110.05	53,234	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			27,414	(1)	12/15/2025	Disney Common Stock	27,414	$0	0	D
Restricted Stock Unit	(2)	12/15/2025		M			6,162	(4)	(4)	Disney Common Stock	6,162	$0	0	D
Restricted Stock Unit	(2)	12/15/2025		M			8,499	(6)	(6)	Disney Common Stock	8,499	$0	8,499	D
Restricted Stock Unit	(2)	12/15/2025		A		28,090		(8)	(8)	Disney Common Stock	28,090	$0	28,090	D
Stock Option (Right-to-Buy)	$110.05	12/15/2025		A		84,728		(9)	12/15/2035	Disney Common Stock	84,728	$0	84,728	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 13,922 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 3,130 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 8,499 stock units vest on December 15, 2026. Includes dividend equivalents accrued on the award.

7. The 4,316 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 103,928, 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 December 15, 2025?

The report shows vesting of multiple restricted stock unit awards into Disney common stock, automatic share withholdings for taxes, a new grant of 28,090 restricted stock units, and a stock option for 84,728 shares.

How many Disney shares does the executive directly own after these transactions?

After the reported transactions, the executive directly owns 53,234 shares of Walt Disney Co common stock.

Were any of the reported Disney share dispositions open-market sales?

The dispositions of 13,922, 3,130 and 4,316 shares are described as automatic reductions to satisfy withholding tax obligations and are stated not to be open-market sales or other open-market transactions.

What new equity awards did the Disney executive receive?

The executive received a new award of 28,090 restricted stock units and a stock option for 84,728 shares at an exercise price of $110.05 per share.

When will the new Disney RSU and option awards vest?

The new 28,090 restricted stock units and the 84,728-share stock option are scheduled to vest in three equal installments on December 15 of 2026, 2027 and 2028.

What performance-based equity is referenced in the Disney executive’s awards?

In connection with the stock option award, the executive was also granted restricted stock units subject to performance criteria, with the number of units that may vest ranging from zero to 103,928, excluding potential accrued dividends.