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 March 28, 2026: 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) December 28, 2025 - January 31, 2026 7,273,800 $ 112.57 7,273,800 314 million February 1, 2026 - February 28, 2026 11,942,200 105.36 11,942,200 302 million 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 (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. 58 ITEM 5. Other Items Rule 10b5-1 Trading Arrangements On February 24, 2026 , Brent A. 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”). 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. 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. The Woodford Terminated Plan was scheduled to terminate on December 21, 2026. On February 24, 2026 , Mr. 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. Mr. Woodford’s trading plan provides for the potential exercise of vested stock options granted to Mr. 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. Mr. Woodford’s trading plan is scheduled to terminate on May 26, 2027 , subject to early termination. 59 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 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) Exhibit 4.1 to the Current Report on Form 8-K of the Company filed February 12, 2026 4.2 Other long-term borrowing instruments are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Company undertakes to furnish copies of such instruments to the Commission upon request 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. Iger † Exhibit 10.1 to the Current Report on Form 8-K of the Company filed February 3, 2026 10.2 O ffer Letter, dated as of February 2, 2026, by and between The Walt Disney Company and J osh D ’ Amaro † Exhibit 10.2 to the Current Report on Form 8-K of the Company filed February 3, 2026 10.3 E mployment Agreement, dated as of February 2, 2026, by and between The Walt Disney Company and Dana Walden † Exhibit 10.3 to the Current Report on Form 8-K of the Company filed February 3, 2026 10.4 D isney Executive Severance Pay Plan † Exhibit 10.4 to the Current Report on Form 8-K of the Company filed February 3, 2026 10.5 Form of Non-Qualified Stock Option Award Agreement † Filed herewith 10.6 Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) † Filed herewith 10.7 Form of Performance-Based Restricted Stock Unit Award Agreement † Filed herewith 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. as designated agent Exhibit 10.1 to the Current Report on Form 8-K of the Company filed March 3, 2026 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 Exhibit 10.2 to the Current Report on Form 8-K of the Company filed March 3, 2026 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 Exhibit 10.3 to the Current Report on Form 8-K of the Company filed March 3, 2026 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 60 101 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 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. 61 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 May 6, 2026 Burbank, California 62