Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: (c) 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 March 30, 2024:
+Added: (c) 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 June 29, 2024:
per Share (1)
1 unchanged sentence
Programs Maximum
−Removed: December 31, 2023 - January 31, 2024 — $ — — —
−Removed: February 1, 2024 - February 29, 2024 1,660,000 109.65 1,660,000 398 million
−Removed: March 1, 2024 - March 30, 2024 7,470,000 113.81 7,470,000 391 million
+Added: March 31, 2024 - April 30, 2024
+Added: 3,127,592 $ 115.33 3,127,592 388 million
+Added: May 1, 2024 - May 31, 2024
+Added: 6,421,513 104.35 6,421,513 381 million
+Added: June 1, 2024 - June 29, 2024
+Added: 4,624,500 101.42 4,624,500 377 million
Total 14,173,605 105.82 14,173,605 377 million
2 unchanged sentences
The repurchase program does not have an expiration date.
−Removed: None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarterly period covered by this report.
+Added: Rule 10b5-1 Trading Arrangements
+Added: On May 10, 2024 and May 17, 2024 , respectively, Horacio E.
+Added: Gutierrez , the Company’s Senior Executive Vice President, Chief Legal and Compliance Officer , and Sonia L.
+Added: Coleman , the Company’s Senior Executive Vice President, Chief Human Resources Officer , each adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.
+Added: Gutierrez’s trading plan provides for the sale of up to 65,401 gross shares (which includes shares vesting during the duration of the trading plan pursuant to certain equity awards previously granted to Mr.
+Added: Gutierrez and shares underlying performance-based equity awards calculated at target), plus any related dividend-equivalent shares subsequently earned with respect to such shares and excluding any shares withheld to satisfy tax withholding obligations in connection with the net settlement of the equity awards.
+Added: Coleman’s trading plan provides for the sale of up to 12,294 gross shares (which includes shares vesting during the duration of the trading plan pursuant to certain equity awards previously granted to Ms.
+Added: Coleman), plus any related dividend-equivalent shares subsequently earned with respect to such shares and excluding any shares withheld to satisfy tax withholding obligations in connection with the net settlement of the equity awards.
+Added: Gutierrez’s trading plan is scheduled to terminate on August 13, 2025 and Ms.
+Added: Coleman’s trading plan is scheduled to terminate on April 1, 2025 , in each case subject to early termination.
+Added: Data Compromise
+Added: The Company is conducting an ongoing investigation of the exfiltration and unauthorized release of over a terabyte of data from one of the communication systems used by the Company.
+Added: The Company has notified a data protection regulator and may make future notifications to other data protection regulators and individuals regarding impacted employee information.
+Added: The incident has not had a material impact on the Company’s operations.
+Added: Based on the investigation to date, the Company does not expect the incident to have a material impact on the Company, including its financial condition or results of operations.
INDEX OF EXHIBITS
1 unchanged sentence
(Numbers Coincide with Item 601 of Regulation S-K) Document Incorporated by Reference from a Previous Filing or Filed Herewith, as Indicated below
−Removed: 10.1 364-Day Credit Agreement dated as of March 1, 2024, among The Walt Disney Company, TWDC Enterprises 18 Corp., the Lenders party thereto, and Citibank, N.A., as designated agent
−Removed: Exhibit 10.1 to the Current Report on Form 8-K of the Company filed March 4, 2024
−Removed: 10.2 Five-Year Credit Agreement dated as of March 1, 2024, among The Walt Disney Company, TWDC Enterprises 18 Corp., the Lenders party thereto, and JPMorgan Chase Bank, N.A., as designated agent
−Removed: Exhibit 10.2 to the Current Report on Form 8-K of the Company filed March 4, 2024
−Removed: 10.3 A mended and Restated 2011 Stock Incentive Plan †
−Removed: Annex A to Proxy Statement of registrant filed February 1, 2024
22 List of Guarantor Subsidiaries
6 unchanged sentences
32(b) Section 1350 Certification of Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 *
−Removed: 101 The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 30, 2024 formatted in Inline Extensible Business Reporting Language (iXBRL):
+Added: 101 The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2024 formatted in Inline Extensible Business Reporting Language (iXBRL):
(i) the Condensed Consolidated Statements of Operations, (ii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (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
1 unchanged sentence
* 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.
−Removed: † Management Contract or compensatory plan or arrangement.
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.
2 unchanged sentences
Chief Financial Officer
+Added: August 7, 2024
Burbank, California
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.