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 June 28, 2025: 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) March 30, 2025 - April 30, 2025 3,590,600 $ 87.82 3,590,600 351 million May 1, 2025 - May 31, 2025 2,278,075 105.36 2,278,075 349 million June 1, 2025 - June 28, 2025 1,249,000 117.84 1,249,000 348 million Total 7,117,675 98.70 7,117,675 348 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. 78 ITEM 5. Other Items Rule 10b5-1 Trading Arrangements On May 20, 2025 and May 23, 2025 , respectively, Robert A. Iger , the Company’s Chief Executive Officer and a Director on the Company’s Board of Directors, and Sonia L. 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. Mr. Iger’s trading plan provides for the sale of up to 272,331 gross shares of the Company’s common stock (which includes the potential exercise of vested stock options granted to Mr. Iger on December 17, 2015, which will expire December 17, 2025, and the associated sale of 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). Ms. Coleman’s trading plan provides for the sale of up to 18,955 gross shares of the Company’s common stock (which includes shares vesting during the duration of the trading plan pursuant to certain equity awards previously granted to Ms. Coleman and shares underlying performance-based equity awards calculated at target), plus 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. Mr. Iger’s trading plan is scheduled to terminate on December 16, 2025 and Ms. Coleman’s trading plan is scheduled to terminate on July 31, 2026 , in each case, subject to early termination. Developments In August 2025, ESPN and the National Football League (NFL) reached a non-binding agreement for ESPN to acquire the NFL Network and certain other media assets owned and controlled by the NFL, including NFL’s RedZone Channel pay TV distribution and NFL Fantasy, in exchange for a 10% noncontrolling interest of ESPN. This planned transaction is subject to the parties entering into definitive agreements, regulatory and other approvals and other customary closing conditions. Upon consummation of this planned transaction, the Company would have an effective 72% interest in ESPN and retain majority board control, with Hearst and the NFL holding 18% and 10%, respectively. 79 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 D escription of Directors Compensation 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 June 28, 2025 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. 80 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 August 6, 2025 Burbank, California 81