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 December 27, 2025:
+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 March 28, 2026:
per Share (1)
1 unchanged sentence
Programs Maximum
−Removed: September 28, 2025 - October 31, 2025
−Removed: 5,630,500 $ 112.10 5,630,500 334 million
−Removed: November 1, 2025 - November 30, 2025
−Removed: 1,893,592 111.37 1,893,592 332 million
−Removed: December 1, 2025 - December 27, 2025
−Removed: 10,939,100 112.16 10,939,100 321 million
+Added: December 28, 2025 - January 31, 2026 7,273,800 $ 112.57 7,273,800 314 million
+Added: February 1, 2026 - February 28, 2026 11,942,200 105.36 11,942,200 302 million
+Added: March 1, 2026 - March 28, 2026 14,122,243 100.36 14,122,243 288 million
Total 33,338,243 104.82 33,338,243 288 million
3 unchanged sentences
Rule 10b5-1 Trading Arrangements
−Removed: On December 11, 2025 , Horacio E.
−Removed: 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.
−Removed: 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.
−Removed: 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).
−Removed: Gutierrez’s trading plan is scheduled to terminate on December 15, 2026 .
+Added: On February 24, 2026 , Brent A.
+Added: Woodford , the Company’s Executive Vice President, Controllership, Financial Planning and Tax , terminated a previously disclosed trading plan, originally adopted on December 13, 2024, that was intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended (the “Woodford Terminated Plan”).
+Added: The Woodford Terminated Plan provided for the potential sale of up to 61,245 shares of the Company’s common stock issuable upon the exercise of vested stock options held by Mr.
+Added: Woodford, 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.
+Added: The Woodford Terminated Plan was scheduled to terminate on December 21, 2026.
+Added: On February 24, 2026 , Mr.
+Added: Woodford 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: Woodford’s trading plan provides for the potential exercise of vested stock options granted to Mr.
+Added: Woodford on December 21, 2016, December 19, 2017 and December 19, 2018, which will expire on December 21, 2026, December 19, 2027 and December 19, 2028, respectively, and the associated sale of up to 68,239 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.
+Added: Woodford’s trading plan is scheduled to terminate on May 26, 2027 , subject to early termination.
INDEX OF EXHIBITS
13 unchanged sentences
Exhibit 3.1 to the Current Report on Form 8-K of Legacy Disney filed November 30, 2018
−Removed: 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.
−Removed: Johnston, as amended †
−Removed: Exhibit 10.1 to the Current Report on Form 8-K of the Company filed November 12, 2025
−Removed: 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.
−Removed: Gutierrez, as amended;
−Removed: and to that certain Indemnification Agreement, dated as of December 21, 2021, by and between The Walt Disney Company and Horacio E.
−Removed: Gutierrez, as amended †
−Removed: Exhibit 10.1 to the Current Report on Form 8-K of the Company filed November 7, 2025
−Removed: 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.
−Removed: Schake, as amended †
−Removed: Exhibit 10.1 to the Current Report on Form 8-K of the Company filed October 16, 2025
−Removed: 10.4 F orm of Non-Qualified Stock Option Award Agreement †
+Added: 4.1 Indenture (incorporated by reference from Exhibit 4.1 to The Walt Disney Company’s Current Report on Form 8-K filed on March 20, 2019)
+Added: Exhibit 4.1 to the Current Report on Form 8-K of the Company filed February 12, 2026
+Added: 4.2 Other long-term borrowing instruments are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K.
+Added: The Company undertakes to furnish copies of such instruments to the Commission upon request
+Added: 10.1 T hird Amendment, dated as of February 2, 2026, to that certain Employment Agreement, date d as of November 20, 2022, as amended, by and between The Walt Disney Company and Robert A.
+Added: Exhibit 10.1 to the Current Report on Form 8-K of the Company filed February 3, 2026
+Added: 10.2 O ffer Letter, dated as of February 2, 2026, by and between The Walt Disney Company and J osh D ’ Amaro †
+Added: Exhibit 10.2 to the Current Report on Form 8-K of the Company filed February 3, 2026
+Added: 10.3 E mployment Agreement, dated as of February 2, 2026, by and between The Walt Disney Company and Dana Walden †
+Added: Exhibit 10.3 to the Current Report on Form 8-K of the Company filed February 3, 2026
+Added: 10.4 D isney Executive Severance Pay Plan †
+Added: Exhibit 10.4 to the Current Report on Form 8-K of the Company filed February 3, 2026
+Added: 10.5 Form of Non-Qualified Stock Option Award Agreement †
Filed herewith
−Removed: 10.5 F orm of Restricted Stock Unit Award Agreement (Time-Based Vesting) †
+Added: 10.6 Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) †
Filed herewith
−Removed: 10.6 F orm of Performance-Based Restricted Stock Unit Award Agreement †
+Added: 10.7 Form of Performance-Based Restricted Stock Unit Award Agreement †
Filed herewith
+Added: 10.8 364-Day Credit Agreement dated as of February 2 7 , 202 6 , among The Walt Disney Company, TWDC Enterprises 18 Corp., the Lenders party thereto, and Citibank, N.A.
+Added: as designated agent
+Added: Exhibit 10.1 to the Current Report on Form 8-K of the Company filed March 3, 2026
+Added: 10.9 Five-Year Credit Agreement dated as of February 27, 2026, among The Walt Disney Company, TWDC Enterprises 18 Corp., the Lenders party thereto, and JPMorgan Chase Bank, N.A., as designated agent
+Added: Exhibit 10.2 to the Current Report on Form 8-K of the Company filed March 3, 2026
+Added: 10.10 First Amendment, dated as of February 27, 2026, to the 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
+Added: Exhibit 10.3 to the Current Report on Form 8-K of the Company filed March 3, 2026
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 December 27, 2025 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 March 28, 2026 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
6 unchanged sentences
Chief Financial Officer
−Removed: 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.