Form 4: Disney Executive Brent Woodford Acquires Shares Through RSU Vesting, Disposes Shares for Tax Obligations

Brent Woodford, EVP, Control, Financial Planning & Tax at The Walt Disney Company, acquired 3,273 shares through restricted stock unit vesting and disposed of 721 shares to cover tax obligations on June 15, 2025.

Summary

• Brent Woodford, EVP, Control, Financial Planning & Tax, acquired 1,088 shares of Disney Common Stock on June 15, 2025, due to the vesting of restricted stock units (RSUs).
• An additional 2,185 shares of Disney Common Stock were acquired on June 15, 2025, also from the vesting of RSUs.
• A total of 721 shares (240 + 481) were disposed of on June 15, 2025, at a price of $117.81 per share, solely to satisfy withholding tax obligations, not as open-market sales.
• Following these transactions, Mr. Woodford directly beneficially owns 49,383 shares of Disney Common Stock.
• He also indirectly owns 100 shares through his spouse's IRA and 288.395 shares in The Walt Disney Stock Fund within a 401(k) plan.
• Remaining restricted stock units are scheduled to vest: 1,088 units on December 15, 2025, and 2,185 units on December 15, 2025, June 15, 2026, and December 15, 2026.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. The executive is acquiring shares through vesting, which is a positive sign of long-term commitment, and the dispositions are solely for tax purposes, not open-market sales. This indicates a stable and expected compensation event rather than a significant change in insider sentiment.

Positives

• Executive Brent Woodford continues to hold a significant number of shares, indicating alignment with shareholder interests.
• The acquisition of shares is due to the vesting of previously granted restricted stock units, reflecting the successful fulfillment of performance or tenure conditions.
• The disposition of shares was solely for tax withholding purposes, not an open-market sale, suggesting no intent to reduce personal exposure to the company's stock.

Negatives

• No new equity grants or purchases were reported, only the vesting of existing awards and subsequent tax-related dispositions.

Future Outlook

The document indicates future vesting events for Brent Woodford's restricted stock units, with 1,088 units scheduled to vest on December 15, 2025, and 2,185 units vesting on December 15, 2025, June 15, 2026, and December 15, 2026.

Industry Context

This Form 4 filing reflects routine executive compensation practices within large publicly traded companies, where restricted stock units are a common form of long-term incentive, aligning executive interests with shareholder value creation. The disposition of shares for tax withholding is a standard procedure upon RSU vesting.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as a component of executive compensation is a standard practice across major entertainment and media conglomerates, including peers like Netflix, Warner Bros. Discovery, and Paramount Global.
• The 1-for-1 conversion of RSUs to common stock and the automatic disposition of shares for tax obligations are typical mechanisms for such equity awards, consistent with corporate governance best practices aimed at retaining talent while managing tax liabilities.

Stakeholder Impact

• Shareholders: The executive's continued accumulation of shares through vesting, and retention of most shares, aligns management interests with shareholder value. The tax-related dispositions are standard and do not signal a lack of confidence.
• Employees: The filing pertains to executive compensation, which can indirectly influence broader compensation strategies and morale, but has no direct impact on general employees.
• Creditors/Suppliers/Customers: No direct impact from this type of filing.

Next Steps

• Vesting of 1,088 restricted stock units on December 15, 2025.
• Vesting of 2,185 restricted stock units on December 15, 2025.
• Vesting of 2,185 restricted stock units on June 15, 2026.
• Vesting of 2,185 restricted stock units on December 15, 2026.

Key Dates

Keywords

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