Form 4: Disney Executive Sonia Coleman Reports Vesting of Restricted Stock Units and Tax Withholding

Sonia L. Coleman, Senior Executive Vice President and Chief HR Officer of The Walt Disney Company, reported the vesting of 1,105 restricted stock units and the disposition of 396 shares for tax obligations.

Summary

• Sonia L. Coleman, Sr. EVP and Chief HR Officer of The Walt Disney Company, reported transactions involving company stock.
• On June 15, 2025, 1,105 restricted stock units (RSUs) previously granted under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan vested and converted into common stock on a 1-for-1 basis.
• Concurrently, 396 shares of Disney Common Stock were disposed of at a price of $117.81 per share to satisfy tax withholding obligations related to the RSU vesting. This was an automatic reduction and not an open-market sale.
• Following these transactions, Ms. Coleman directly beneficially owns 709 shares of Disney Common Stock.
• Additionally, Ms. Coleman indirectly holds 985.178 shares of Disney Common Stock in The Walt Disney Stock Fund within her 401(k) Plan as of June 13, 2025, which includes company matching contributions.
• A remaining 1,107 restricted stock units are scheduled to vest on December 15, 2025.

Sentiment

Score: 5

Explanation: The filing reports routine equity compensation events (vesting and tax withholding) for an executive, which are neutral in nature and do not indicate significant positive or negative developments for the company beyond standard compensation practices.

Positives

• Vesting of 1,105 restricted stock units indicates a successful achievement of performance or tenure conditions for the executive.
• The executive continues to hold a significant number of shares directly (709) and indirectly (985.178 in 401k), demonstrating continued alignment with shareholder interests.
• The disposition of shares was solely for tax withholding, not a discretionary sale, which is a routine and expected part of equity compensation.

Negatives

• No new equity acquisitions were reported beyond the vesting of previously granted units.
• A portion of the vested shares (396 shares) was automatically disposed of to cover tax liabilities, reducing the net shares received by the executive.

Future Outlook

The document indicates that an additional 1,107 restricted stock units are scheduled to vest on December 15, 2025, representing future equity compensation for the reporting person.

Industry Context

This Form 4 filing is a routine disclosure of an executive's equity compensation activity, common across publicly traded companies. It reflects standard practices for vesting of restricted stock units and subsequent tax withholding, which are typical components of executive compensation packages designed to align management interests with shareholder value over time.

Related Party Transactions

• The vesting of restricted stock units and the subsequent disposition of shares for tax withholding represent transactions between the company (Walt Disney Co) and an executive (Sonia L. Coleman), which are considered related party dealings in the context of executive compensation.

Stakeholder Impact

• Shareholders: The vesting of RSUs aligns executive incentives with shareholder interests by linking compensation to company performance and share price. The disposition for tax purposes is a standard, non-discretionary event.
• Employees: Reflects the company's equity compensation practices for its senior leadership, which may set a precedent or provide insight into broader compensation strategies.
• Management: The transaction is a routine part of the executive's compensation package, demonstrating the realization of previously granted equity awards.

Next Steps

• The remaining 1,107 restricted stock units held by Sonia L. Coleman are scheduled to vest on December 15, 2025.

Key Dates

Keywords

SEC Form 4, Insider Trading, Sonia L. Coleman, Walt Disney Co, DIS, Restricted Stock Units, RSU Vesting, Equity Compensation, Tax Withholding, Executive Compensation, Corporate Officer, HR Officer