Walt Disney Co 10-Q

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds (a) The following table provides information about Company purchases of equity securities that are registered by the Company pursuant to Section 12 of the Exchange Act during the quarter ended December 31, 2022: Period Total Number of Shares Purchased (1) Weighted Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs (2) October 2, 2022 - October 31, 2022 25,673 $ 99.85 — na November 1, 2022 - November 30, 2022 36,016 94.01 — na December 1, 2022 - December 31, 2022 33,064 88.16 — na Total 94,753 93.55 — na (1) 94,753 shares were purchased on the open market to provide shares to participants in the Walt Disney Investment Plan. These purchases were not made pursuant to a publicly announced repurchase plan or program. (2) Not applicable as the Company no longer has a stock repurchase plan or program. 51 ITEM 5. Other Items None. 52 ITEM 6. Exhibits INDEX OF EXHIBITS Number and Description of Exhibit (Numbers Coincide with Item 601 of Regulation S-K) Document Incorporated by Reference from a Previous Filing or Filed Herewith, as Indicated below 10.1 Employment Agreement Dated as of November 20, 2022, between the Company and Robert A. Iger † Exhibit 10.1 to the Current Report on Form 8-K of the Company filed November 21, 2022 10.2 Form of Non-Qualified Stock Option Award Agreement † Filed herewith 10.3 Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) † Filed herewith 10.4 Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year/Two-Year Vesting subject to Total Shareholder Return/ROIC Tests) † Filed herewith 22 List of Guarantor Subsidiaries Filed herewith 31(a) Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 31(b) Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 Filed herewith 32(a) Section 1350 Certification of Chief Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 * Furnished 32(b) Section 1350 Certification of Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 * Furnished 101 The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2022 formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Income, (ii) the Condensed Consolidated Statements of Comprehensive Income, (iii) the Condensed Consolidated Balance Sheets, (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Equity and (vi) related notes Filed herewith 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) Filed herewith * This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act. † Management Contract or compensatory plan or arrangement. 53 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE WALT DISNEY COMPANY (Registrant) By: /s/ CHRISTINE M. MCCARTHY Christine M. McCarthy, Senior Executive Vice President and Chief Financial Officer February 8, 2023 Burbank, California 54