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 27, 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) 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 (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. 44 ITEM 5. Other Items Rule 10b5-1 Trading Arrangements 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. Mr. 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). Mr. Gutierrez’s trading plan is scheduled to terminate on December 15, 2026 . 45 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 3.1 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 3.2 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 3.3 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 3.4 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 3.5 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 3.6 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 10.1 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 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 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 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. 46 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 2, 2026 Burbank, California 47