Disney (DIS) director Darroch gets stock grant and returns shares for taxes

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Walt Disney Co director Jeremy Darroch reported routine equity compensation and related tax transactions. On March 31, 2026, he received a grant of 1,034.3 shares of Disney common stock at $96.96 per share under the company’s stock incentive plan.

To cover withholding tax obligations, 89.4 shares at $95.54 per share were automatically reduced from the issuance, and an additional 218 shares at $112.16 and 163 shares at $114.07 were returned to Disney, all described as non‑market dispositions for tax purposes. After these transactions, Darroch directly held 8,488.5 Disney shares, along with stock units and deferred stock units credited under the Amended and Restated 2011 Stock Incentive Plan.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Darroch Jeremy

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Disney Common Stock	1,034.3	$96.96	$100K
Tax Withholding	Disney Common Stock	89.4	$95.54	$9K
Disposition	Disney Common Stock	218	$112.16	$24K
Disposition	Disney Common Stock	163	$114.07	$19K

Holdings After Transaction: Disney Common Stock — 8,958.9 shares (Direct)

Footnotes (1)

Includes: (1) 330.3 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) 704.4 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 and a deduction for cash paid in lieu of fractional shares when stock units are converted to shares. Stock units are issued to the reporting person in the form of shares of the Issuer's common stock issued under the Plan. The 89.4 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. The shares reported as a disposition represent a return of shares to the issuer to satisfy withholding tax obligations related to the issuance of shares to the reporting person on January 24, 2025, and do not constitute an actual sale or other open-market transaction. The shares reported as a disposition represent a return of shares to the issuer to satisfy withholding tax obligations related to the issuance of shares to the reporting person on January 5, 2026, and do not constitute an actual sale or other open-market transaction.

Key Figures

Equity grant: 1,034.3 shares at $96.96 Tax withholding reduction: 89.4 shares at $95.54 Return of shares for taxes (1): 218 shares at $112.16 +4 more

7 metrics

Equity grant 1,034.3 shares at $96.96 Disney common stock award on March 31, 2026

Tax withholding reduction 89.4 shares at $95.54 Automatic reduction to cover tax obligations

Return of shares for taxes (1) 218 shares at $112.16 Returned to issuer for prior tax obligations

Return of shares for taxes (2) 163 shares at $114.07 Returned to issuer for January 5, 2026 issuance taxes

Post-transaction holdings 8,488.5 shares Disney common stock held directly after transactions

Stock units under plan 330.3 stock units Credited in lieu of cash retainer fees

Deferred stock units 704.4 units Quarterly grant under 2011 Stock Incentive Plan

Key Terms

Amended and Restated 2011 Stock Incentive Plan, deferred stock units, withholding tax obligations, disposition to issuer, +1 more

5 terms

Amended and Restated 2011 Stock Incentive Plan financial

"issued under the Amended and Restated 2011 Stock Incentive Plan (the "Plan")"

deferred stock units financial

"704.4 deferred stock units under the Plan credited as a quarterly grant"

Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.

withholding tax obligations financial

"to discharge withholding tax obligations of reporting person"

disposition to issuer financial

"The shares reported as a disposition represent a return of shares to the issuer"

quarterly cash retainer fees financial

"credited in lieu of all or a portion of the reporting person's quarterly cash retainer fees"

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 06:02 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^*

Darroch Jeremy

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026

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	03/31/2026		A		1,034.3⁽¹⁾	A	$96.96	8,958.9	D
Disney Common Stock	03/31/2026		F		89.4⁽²⁾	D	$95.54	8,869.5	D
Disney Common Stock	03/31/2026		D		218⁽³⁾	D	$112.16	8,651.5	D
Disney Common Stock	03/31/2026		D		163⁽⁴⁾	D	$114.07	8,488.5	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)
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)

Explanation of Responses:

1. Includes: (1) 330.3 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) 704.4 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 and a deduction for cash paid in lieu of fractional shares when stock units are converted to shares. Stock units are issued to the reporting person in the form of shares of the Issuer's common stock issued under the Plan.

2. The 89.4 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.

3. The shares reported as a disposition represent a return of shares to the issuer to satisfy withholding tax obligations related to the issuance of shares to the reporting person on January 24, 2025, and do not constitute an actual sale or other open-market transaction.

4. The shares reported as a disposition represent a return of shares to the issuer to satisfy withholding tax obligations related to the issuance of shares to the reporting person on January 5, 2026, and do not constitute an actual sale or other open-market transaction.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Karen Young, as attorney-in-fact	04/02/2026
	** 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 did Disney (DIS) director Jeremy Darroch report in this Form 4 filing?

Jeremy Darroch reported a grant of Disney common stock and related tax dispositions. He received 1,034.3 shares, with several smaller share reductions and returns to Disney to satisfy withholding tax obligations tied to equity compensation awards.

How many Disney (DIS) shares did Jeremy Darroch receive and at what price?

He received 1,034.3 shares of Disney common stock at $96.96 per share. This award was issued under Disney’s Amended and Restated 2011 Stock Incentive Plan as part of his director compensation for board service and related elections.

Were any of Jeremy Darroch’s Disney (DIS) transactions open-market sales?

No. The filing describes all reported share reductions as automatic or returned shares to meet withholding tax obligations. Footnotes clarify these dispositions do not constitute actual sales or other open-market transactions in Disney common stock.

How many Disney (DIS) shares does Jeremy Darroch hold after these transactions?

Following the grant and tax-related dispositions, Jeremy Darroch directly holds 8,488.5 Disney shares. This total also reflects stock units and deferred stock units credited under the company’s stock incentive plan and related dividend-equivalent credits.

What are the tax-withholding dispositions reported by Jeremy Darroch in Disney (DIS) stock?

The filing shows 89.4 shares at $95.54 automatically reduced for tax withholding, plus 218 shares at $112.16 and 163 shares at $114.07 returned to Disney. Footnotes state these were solely to satisfy tax obligations, not open-market sales.