Darroch Jeremy 4

4 · Walt Disney Co · Filed Jul 2, 2026

AI-generated summary of this filing

Updated Jul 2, 2026

Disney (DIS) Director Jeremy Darroch Receives 954.8-Share Award

What Happened

Jeremy Darroch, a director of The Walt Disney Company, received an award of 954.8 shares on 2026-06-30 under Disney's 2011 Stock Incentive Plan (transaction code A). The grant was reported at $100.80 per share for a total value of $96,244.
Simultaneously, 113.27 shares were automatically reduced/withheld (transaction code F) at $96.80 per share (value shown $10,964) to satisfy withholding tax obligations. That reduction was not an open-market sale.

Key Details

Transaction dates: June 30, 2026; Form 4 filed July 2, 2026 (timely filing).
Grant: 954.8 shares @ $100.80 = $96,244 (code A).
Tax withholding: 113.27 shares @ $96.80 = $10,964 (code F); this is an automatic share reduction to satisfy taxes, not a sale (see footnote).
Footnotes: F1 — the 954.8 shares consist of 310 shares issued in lieu of cash retainer election and 644.8 deferred stock units as a quarterly grant under the Plan. F2 — totals reflect cash paid for fractional shares. F3 — the 113.27-share disposition is an automatic withholding to cover taxes and does not represent an open-market transaction.
Shares owned after transaction: not specified in the filing.

Context

This is a routine director compensation event (stock units issued as retainer/quarterly grant). The withheld shares to cover taxes are a common administrative step and should not be interpreted as a directional sale by the director.

Form 4

Period: 2026-06-30

Director

Transactions

Award
Disney Common Stock
[F1][F2]
2026-06-30$100.80/sh+954.8$96,244→ 9,443.2 total
Tax Payment
Disney Common Stock
[F3]
2026-06-30$96.80/sh−113.27$10,964→ 9,329.93 total

Footnotes (3)

[F1]Includes: (1) 310.0 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) 644.8 deferred stock units under the Plan credited as a quarterly grant under the Plan. Stock units are issued to the reporting person in the form of shares of the Issuer's common stock issued under the Plan.
[F2]Total reflects a deduction for cash paid in lieu of fractional shares when stock units are converted to shares.
[F3]The 113.27 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.

Signature

/s/ Karen Young, as attorney-in-fact|2026-07-02

1 file