Item 8.01 Other Events.
On February 27, 2026, The Walt Disney Company (the “Company”) entered into (i) a 364-Day Credit Agreement, among the Company, as borrower, TWDC Enterprises 18 Corp. (“TWDC Enterprises”), as guarantor, the lenders party thereto, and Citibank, N.A., as designated agent, which provides for advances to be made available to the Company in an aggregate principal amount of up to $5.25 billion (the “364-Day Credit Agreement”) and replaces the Company’s $5.25 billion 364-Day Credit Agreement, dated as of February 28, 2025, and (ii) a Five-Year Credit Agreement, among the Company, as borrower, TWDC Enterprises, as guarantor, the lenders party thereto, and JPMorgan Chase Bank, N.A., as designated agent, which provides for advances to be made available to the Company in an aggregate principal amount of up to $4 billion (the “Five-Year Credit Agreement” and together with the 364-Day Credit Agreement, the “Credit Agreements,” and each a “Credit Agreement”), and replaces the Company’s $4 billion Five-Year Credit Agreement, dated as of March 4, 2022. Each Credit Agreement is unsecured and includes a guarantee by TWDC Enterprises of the Company’s payment obligations, which guarantee is subject to release and discharge upon certain circumstances. The Credit Agreements support the Company’s commercial paper borrowings and are available for other general corporate purposes.
The 364-Day Credit Agreement will expire on February 26, 2027. The Company has the option to extend the maturity date of all or a portion of advances outstanding at the time of maturity to February 26, 2028.
The Five-Year Credit Agreement will expire on February 27, 2031.
Borrowings under the Credit Agreements bear interest, at the Company’s election, at (a) (i) for Term SOFR Advances denominated in Dollars, Term SOFR, (ii) for Advances denominated in Euro, the EURIBO Rate, (iii) for Advances denominated in Yen, the TIBO Rate, and (iv) for Advances denominated in Sterling, Daily Simple SONIA, plus, in each case, an interest rate spread based on the Company’s public debt rating that ranges between 0.625% and 1.000%, and (b) for Base Rate Advances denominated in Dollars, the Base Rate plus an interest rate spread of 0.000%. Capitalized terms used, but not defined in the immediately preceding sentence, have the meanings ascribed to each in the respective Credit Agreement. Each of the Credit Agreements also provide a mechanism to replace the interest rate benchmark if the applicable benchmark is no longer available. Advances under each Credit Agreement may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of Term SOFR, EURIBOR or TIBOR Advances.
Each of the Credit Agreements, like the former respective facilities, contains customary affirmative and negative covenants for facilities of this type, including, among others, covenants pertaining to the delivery of financial statements, notices of default and certain other information, payment of taxes, maintenance of existence, compliance with laws, and limitations on mergers. Each Credit Agreement also requires the Company to maintain a minimum ratio of Consolidated EBITDA to Consolidated Interest Expense (as such term is defined in the respective Credit Agreement) of 3.00 to 1.00 as of the last day of each period of four consecutive fiscal quarters.
Each of the Credit Agreements, as with the former respective facilities, contains default provisions customary for facilities of this type, which are subject to customary grace periods and materiality thresholds, including, among others, defaults related to payment failures, failure to comply with covenants, material misrepresentations, defaults under other material indebtedness, bankruptcy and related events, material judgments and the failure of the guaranty to be in full force and effect (other than as permitted under such Credit Agreement). Each Credit Agreement provides that if an event of default occurs under such Credit Agreement, then the lenders under such Credit Agreement may, among other things, declare all amounts owing under such Credit Agreement immediately due and payable. Each of the Credit Agreements specifically excludes certain entities, including certain entities related to Hong Kong Disneyland, Shanghai Disney Resort, and FuboTV Inc. (“Fubo”), from any representations, covenants or events of default.
In addition to the Credit Agreements, on February 27, 2026, the Company also entered into an amendment to the existing five-year credit agreement dated as of March 1, 2024, among the Company, as borrower, TWDC Enterprises, as guarantor, the lenders party thereto, and JPMorgan Chase Bank, N.A., as designated agent (the “Amendment to the 2024 Credit Agreement”, and such credit agreement, the “2024 Credit Agreement”). The Amendment to the 2024 Credit Agreement, among other things, amends the 2024 Credit Agreement to include Fubo as an Excluded Entity (as defined in the 2024 Credit Agreement).
The foregoing description of the 364-Day Credit Agreement, the Five-Year Credit Agreement, and the Amendment to the 2024 Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the 364-Day Credit Agreement, the Five-Year Credit Agreement, and the Amendment to the 2024 Credit Agreement, copies of which are attached hereto as Exhibit 10.1, Exhibit 10.2, and Exhibit 10.3, respectively, and are incorporated herein by reference.
