Walt Disney Co 10-Q

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds (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 December 28, 2024: Period Total Number of Shares Purchased Average Price Paid per Share (1) 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) September 29, 2024 - October 31, 2024 875,000 $ 95.03 875,000 371 million November 1, 2024 - November 30, 2024 2,396,500 113.21 2,396,500 368 million December 1, 2024 - December 28, 2024 3,926,500 114.13 3,926,500 364 million Total 7,198,000 111.50 7,198,000 364 million (1) Amounts exclude the one percent excise tax on stock repurchases imposed by the Inflation Reduction Act of 2022. (2) Under a share repurchase program implemented effective February 7, 2024, the Company is authorized to repurchase a total of 400 million shares of its common stock. The repurchase program does not have an expiration date. On October 9, 2024, 271,037 shares of common stock were issued in a privately negotiated sale to a service provider, at a price of $92.2382 per share, which was determined by applying a volume weighted average price over a period of 30 business days, in satisfaction of contractual obligations of the Company undertaken in a commercial agreement entered into in the ordinary course of business. The shares were offered and issued in accordance with Section 4(a)(2) of the Securities Act of 1933, as amended. The shares issued are subject to restrictions which, among other things, are designed to assure that any resales will occur in reliance on an applicable exemption under the Securities Act. 55 ITEM 5. Other Items Rule 10b5-1 Trading Arrangements On December 13, 2024 , Brent A. Woodford , the Company’s Executive Vice President, Controllership, Financial Planning and Tax , adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. Mr. Woodford’s trading plan provides for the potential exercise of vested stock options granted to Mr. Woodford on December 17, 2015, December 21, 2016 and December 19, 2017, which will expire on December 17, 2025, December 21, 2026 and December 19, 2027, respectively, and the associated sale of up to 61,245 shares of the Company’s common stock, excluding any shares used to effect a cashless exercise or withheld to satisfy tax withholding obligations in connection with the exercise or net settlement of the option awards. Mr. Woodford’s trading plan is scheduled to terminate on December 21, 2026 , subject to early termination . 56 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 F orm of Non-Qualified Stock Option Award Agreement † Filed herewith 10.2 F orm of Restricted Stock Unit Award Agreement (Time-Based Vesting) † Filed herewith 10.3 F orm of Performance-Based Restricted Stock Unit Award Agreement (Three -Year Vesting subject to ROIC/TSR/EPS 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 28, 2024 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. 57 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/ HUGH F. JOHNSTON Hugh F. Johnston, Senior Executive Vice President and Chief Financial Officer February 5, 2025 Burbank, California 58