Form 4: Disney EVP Woodford Reports RSU Vesting & Tax Dispositions

Disney EVP Brent Woodford reported the vesting of restricted stock units and subsequent tax-related share dispositions, increasing his direct beneficial ownership.

Summary

• Brent Woodford, EVP, Control, Fin Plan & Tax at The Walt Disney Co., reported transactions on December 15, 2025, involving the vesting of Restricted Stock Units (RSUs).
• A total of 1,092 RSUs vested, converting into Disney Common Stock on a 1-for-1 basis, including accrued dividend equivalents. These units are now fully vested.
• An additional 2,193 RSUs also vested, converting into Disney Common Stock on a 1-for-1 basis, including accrued dividend equivalents.
• To discharge withholding tax obligations, 406 shares were automatically disposed of at a price of $110.05 per share.
• Another 812 shares were automatically disposed of at a price of $110.05 per share for withholding tax obligations related to the second vesting.
• Following these transactions, Woodford's direct beneficial ownership stands at 54,595 shares of Disney Common Stock.
• Indirect beneficial ownership includes 100 shares held by a spouse in an IRA and 289.575 shares held in The Walt Disney Stock Fund within a 401(k) plan.

Sentiment

Score: 5

Explanation: The filing is a neutral, factual report of routine executive compensation transactions and does not contain information that would significantly alter the company's financial or strategic outlook.

Positives

• The vesting of Restricted Stock Units indicates the successful maturation of long-term incentive compensation for a key executive.
• The inclusion of dividend equivalents in the RSU vesting demonstrates a comprehensive compensation structure that aligns executive interests with shareholder returns.

Negatives

• A portion of the vested shares (1,218 shares in total) was automatically disposed of to cover tax withholding obligations, resulting in a reduction of direct beneficial ownership.

Future Outlook

Future vesting events are scheduled for June 15, 2026, and December 15, 2026, each involving 2,194 Restricted Stock Units.

Industry Context

This Form 4 filing represents a routine disclosure of executive compensation activity, specifically the vesting of restricted stock units, which is a common component of long-term incentive plans across publicly traded companies.

Corporate Governance

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine executive compensation event, not indicative of new strategic direction or financial performance.
• Employees (Executive): Brent Woodford's compensation package is partially realized through the vesting of these long-term incentives, aligning his interests with company performance.

Next Steps

• Monitoring the vesting of the remaining 2,194 stock units on June 15, 2026.
• Monitoring the vesting of the remaining 2,194 stock units on December 15, 2026.

Key Dates

Keywords

Disney, DIS, Form 4, Insider Trading, Restricted Stock Units, RSU, Executive Compensation, Brent Woodford, Stock Vesting, Tax Withholding