WOODFORD BRENT 4

What Happened
Brent Woodford, EVP, Control, Financial Planning & Tax at The Walt Disney Company, had restricted stock units (RSUs) vest/convert on July 15, 2026. Two RSU conversions resulted in a total of 3,827 shares issued (1,956 and 1,871). To satisfy tax withholding obligations, 933 of those shares (477 and 456) were automatically withheld at a reported withholding price of $97.00 per share, totaling $90,501. The withheld shares were not an open-market sale.

Key Details

• Transaction date: July 15, 2026 (Form filed July 16, 2026 — appears timely).
• Shares issued on conversion: 3,827 total (1,956 + 1,871).
• Shares withheld for taxes: 933 total (477 + 456) at $97.00/share = $46,269 + $44,232 = $90,501.
• Transaction codes: M = exercise/conversion of derivative (RSU conversion), F = shares withheld to satisfy tax liability. Two derivative entries showed $0 because the RSUs converted/cancelled on vesting.
• Footnotes: Vesting relates to awards under Disney’s 2011 Stock Incentive Plan (two awards with semi-annual vesting schedules); RSUs convert 1-for-1 and include dividend equivalents (F1–F6). The filing clarifies the withheld shares do not represent open-market sales.
• Shares owned after the transactions are not specified in the provided excerpt.

Context
This was a routine vesting of RSUs, not a purchase or open-market sale. Automatic share withholding to cover taxes is a common administrative step and does not necessarily indicate a change in the insider’s market view. For investors tracking insider activity, purchases or open-market sales typically provide clearer sentiment signals than routine vestings and withholdings.