What changed in this filing

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Item 2. Unregistered Sales of Equity Securities

2026-02-02 compared with 2025-08-06 · 43 added, 19 removed, 29 unchanged (68% of the section changed)

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:

per Share (1)

1 unchanged sentence

Programs Maximum

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

September 28, 2025 - October 31, 2025

5,630,500 $ 112.10 5,630,500 334 million

November 1, 2025 - November 30, 2025

1,893,592 111.37 1,893,592 332 million

December 1, 2025 - December 27, 2025

10,939,100 112.16 10,939,100 321 million

Total 18,463,192 112.06 18,463,192 321 million

3 unchanged sentences

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.

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).

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.

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.

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.

On December 11, 2025 , Horacio E.

Gutierrez , the Company’s Chief Legal and Public Affairs Officer adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

Gutierrez’s trading plan provides for the sale of up to 200,147 gross shares of the Company’s common stock (which includes the potential exercise of vested stock options granted to Mr.

Gutierrez 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).

Gutierrez’s trading plan is scheduled to terminate on December 15, 2026 .

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

D escription of Directors Compensation

Restated Certificate of Incorporation of The Walt Disney Company, effective as of March 19, 2019

Exhibit 3.1 to the Current Report on Form 8-K of the Company filed March 20, 2019

Certificate of Amendment to the Restated Certificate of Incorporation of The Walt Disney Company, effective as of March 20, 2019

Exhibit 3.2 to the Current Report on Form 8-K of the Company filed March 20, 2019

Amended and Restated Bylaws of The Walt Disney Company, effective as of November 30, 2023

Exhibit 3.1 to the Current Report on Form 8-K of the Company filed November 30, 2023

Amended and Restated Certificate of Incorporation of TWDC Enterprises 18 Corp., effective as of March 20, 2019

Exhibit 3.1 to the Current Report on Form 8-K of Legacy Disney filed March 20, 2019

Amended and Restated Bylaws of TWDC Enterprises 18 Corp., effective as of March 20, 2019

Exhibit 3.2 to the Current Report on Form 8-K of Legacy Disney filed March 20, 2019

Certificate of Elimination of Series B Convertible Preferred Stock of The Walt Disney Company, as filed with the Secretary of State of the State of Delaware on November 28, 2018

Exhibit 3.1 to the Current Report on Form 8-K of Legacy Disney filed November 30, 2018

Second Amendment dated November 10, 2025 to that certain Employment Agreement, dated as of December 4, 2023, by and between The Walt Disney Company and Hugh F.

Johnston, as amended †

Exhibit 10.1 to the Current Report on Form 8-K of the Company filed November 12, 2025

10.2 Fifth Amendment dated November 4, 2025 to that certain Employment Agreement, dated as of December 21, 2021, by and between Disney Corporate Services Co., LLC and Horacio E.

Gutierrez, as amended;

and to that certain Indemnification Agreement, dated as of December 21, 2021, by and between The Walt Disney Company and Horacio E.

Gutierrez, as amended †

Exhibit 10.1 to the Current Report on Form 8-K of the Company filed November 7, 2025

10.3 Third Amendment dated October 15, 2025, to that certain Employment Agreement, dated as of June 29, 2022, by and between the Walt Disney Company and Kristina K.

Schake, as amended †

Exhibit 10.1 to the Current Report on Form 8-K of the Company filed October 16, 2025

10.4 F orm of Non-Qualified Stock Option Award Agreement †

Filed herewith

10.5 F orm of Restricted Stock Unit Award Agreement (Time-Based Vesting) †

Filed herewith

10.6 F orm of Performance-Based Restricted Stock Unit Award Agreement †

Filed herewith

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 *

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):

101 The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 27, 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

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.

† 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

August 6, 2025

February 2, 2026

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.

What changed 10-Q

Item 2. Unregistered Sales of Equity Securities