Sec Form 4 Filing - WOODFORD BRENT @ Walt Disney Co - 2023-12-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person WOODFORD BRENT 2. Issuer Name and Ticker or Trading Symbol Walt Disney Co [ DIS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Control, Fin Plan & Tax (Last) (First) (Middle) 500 SOUTH BUENA VISTA STREET 3. Date of Earliest Transaction (MM/DD/YY) 12/15/2023 (Street) BURBANK, CA91521 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Disney Common Stock 12/15/2023 M 1,114 ( 1 ) A 32,475 D Disney Common Stock 12/15/2023 F 439 ( 3 ) D $ 93.439 32,036 D Disney Common Stock 12/17/2023 M 2,462 ( 4 ) A 34,498 D Disney Common Stock 12/17/2023 F 912 ( 5 ) D $ 93.439 33,586 D Disney Common Stock 12/18/2023 M 18,788 ( 6 ) A $ 72.59 52,374 D Disney Common Stock 12/18/2023 S 18,788 ( 6 ) D $ 92.99 33,586 D Disney Common Stock 100 I By Spouse in IRA Disney Common Stock 284.675 ( 7 ) I By 401(k)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Unit ( 2 ) 12/15/2023 M 1,114 ( 1 ) ( 1 ) Disney Common Stock 1,114 $ 0 4,458 D Stock Option (Right-to-Buy) $ 93.439 12/15/2023 A 16,849 ( 8 ) 12/15/2033 Disney Common Stock 16,849 $ 0 16,849 D Restricted Stock Unit ( 2 ) 12/15/2023 A 13,485 ( 9 ) 12/15/2026 Disney Common Stock 13,485 $ 0 13,485 D Restricted Stock Unit ( 2 ) 12/17/2023 M 2,462 ( 4 ) 12/17/2023 Disney Common Stock 2,462 $ 0 0 D Stock Option (Right-to-Buy) $ 72.59 12/18/2023 M 18,788 ( 6 ) ( 10 ) 12/19/2023 Disney Common Stock 18,788 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WOODFORD BRENT 500 SOUTH BUENA VISTA STREET BURBANK, CA91521 EVP, Control, Fin Plan & Tax Signatures /s/ Jolene E. Negre, as attorney-in-fact 12/19/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Vesting of shares connected with grant under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan. The remaining stock units vest as to 1,115 stock units on June 15, 2024; as to 1,114 stock units on December 15, 2024 and June 15, 2025; and as to 1,115 stock units on December 15, 2025. ( 2 )Restricted stock units convert into common stock at 1-for-1. ( 3 )The 439 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. ( 4 )Vesting of shares connected with grant under The Walt Disney Company's Amended and Restated 2011 Stock Incentive Plan. ( 5 )The 912 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. ( 6 )This transaction was made pursuant to a contract, instruction, or written plan intended to sati sfy the affirmative defense conditions of Rule 10b5-1(c) previously adopted by the reporting person on December 2, 2022. ( 7 )Shares held in The Walt Disney Stock Fund as of December 18, 2023. The Fund is one investment option in the 401(k) Plan and contains Company matching contributions. ( 8 )Option was granted under the Company's Amended and Restated 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The option is scheduled to vest as to 2,808 shares on each June 15 of 2024 through 2026; as to 2,808 shares on each December 15 of 2024 and 2025; and as to 2,809 shares on December 15, 2026. ( 9 )This restricted stock unit award was granted under the Company's Amended and Restated 2011 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The award is scheduled to vest as to 2,247 stock units on June 15, 2024; as to 2,248 stock units on December 15, 2024; as to 2,247 stock units on each June 15 of 2025 and 2026; and as to 2,248 stock units on each December 15 of 2025 and 2026. ( 10 )The option is fully vested.

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