Form 4: Disney Executive's Future Stock Vesting and Option Grants

Sonia L. Coleman, Disney's Sr. EVP & Chief People Officer, reported future vesting of restricted stock units and new grants of stock options and RSUs under a 10b5-1 plan.

Summary

• Sonia L. Coleman, Sr. EVP & Chief People Officer, reported transactions scheduled for December 15, 2025, under a Rule 10b5-1(c) plan.
• 1,111 shares of Disney Common Stock vested from previously granted restricted stock units (RSUs), including dividend equivalents.
• 565 shares of Disney Common Stock were disposed of at $110.05 to cover tax withholding obligations related to the vesting.
• An additional 3,831 shares of Disney Common Stock vested from previously granted restricted stock units (RSUs), including dividend equivalents, with the remaining 3,831 units scheduled to vest on December 15, 2026.
• 1,946 shares of Disney Common Stock were disposed of at $110.05 to cover tax withholding obligations related to the vesting.
• Ms. Coleman beneficially owns 1,000.493 shares indirectly through The Walt Disney Stock Fund in her 401(k) plan as of December 15, 2025.
• A new grant of 9,087 Restricted Stock Units was awarded under the Company's Amended and Restated 2011 Stock Incentive Plan, scheduled to vest in three equal installments on December 15, 2026, 2027, and 2028.
• A new grant of 27,409 Stock Options (Right-to-Buy) was awarded under the Company's Amended and Restated 2011 Stock Incentive Plan with an exercise price of $110.05, scheduled to vest in three equal installments on December 15, 2026, 2027, and 2028, and expiring on December 15, 2035.
• The stock option award is also connected to performance-based restricted stock units, which could range from zero to 33,622 units, excluding potential accrued dividends, depending on performance criteria satisfaction.

Sentiment

Score: 7

Explanation: The filing indicates significant equity grants to a key executive, which is generally positive for aligning management incentives with shareholder interests. The transactions are routine compensation events.

Positives

• The executive received significant new grants of 9,087 Restricted Stock Units and 27,409 Stock Options, aligning her interests with long-term shareholder value.
• Vesting of 1,111 and 3,831 previously granted restricted stock units indicates ongoing compensation realization.
• The grants are part of the Company's Amended and Restated 2011 Stock Incentive Plan, demonstrating a structured approach to executive compensation.

Negatives

• The disposition of 565 shares and 1,946 shares of Disney Common Stock at $110.05 to cover tax withholding obligations reduces the executive's direct shareholding from the vested units.

Risks

• The vesting of new restricted stock units and stock options is subject to future conditions, including continued employment and, for some awards, performance criteria, meaning the full potential value is not guaranteed.
• The value of the stock options and unvested RSUs is subject to the future market performance of Disney Common Stock.

Future Outlook

The filing details future vesting schedules for previously granted restricted stock units and new equity awards. Specifically, 3,831 stock units are set to vest on December 15, 2026. New grants of 9,087 restricted stock units and 27,409 stock options are scheduled to vest in three equal installments on December 15, 2026, 2027, and 2028. Additionally, performance-based restricted stock units, ranging from zero to 33,622, are tied to the stock option award.

Industry Context

This filing represents routine executive compensation practices within a large, publicly traded company like Disney. Equity grants are a common mechanism used across industries to align executive incentives with long-term shareholder value and retain key talent.

Stakeholder Impact

• Shareholders: The grants of new equity awards (RSUs and stock options) could lead to minor dilution over time as shares are issued. However, they also serve to align the executive's financial interests with the long-term performance of the company, potentially benefiting shareholders through improved management performance.
• Employees: The compensation structure for senior executives can influence overall compensation philosophy and morale within the company.

Next Steps

• Vesting of 3,831 stock units on December 15, 2026.
• First installment vesting of 9,087 new RSUs and 27,409 new stock options on December 15, 2026.
• Second installment vesting of new RSUs and stock options on December 15, 2027.
• Third installment vesting of new RSUs and stock options on December 15, 2028.
• Evaluation of performance criteria for the associated performance-based restricted stock units.

Key Dates

Keywords

Disney, DIS, Sonia L. Coleman, SEC Form 4, Insider Trading, Restricted Stock Units, Stock Options, Executive Compensation, Equity Grants, 10b5-1 Plan, Vesting