New debt: Disney (NYSE: DIS) plans 2029–2036 note offerings

Rhea-AI Filing Summary

The Walt Disney Company entered into an underwriting agreement with Citigroup Global Markets and J.P. Morgan Securities to offer multiple series of senior notes. The company plans to issue $500,000,000 of Floating Rate Notes due 2029, $1,000,000,000 of 3.750% Notes due 2029, $1,500,000,000 of 4.000% Notes due 2031 and $1,000,000,000 of 4.625% Notes due 2036.

The notes will be issued under a 2019 indenture with Citibank, N.A. as trustee and are guaranteed by TWDC Enterprises 18 Corp. They are registered on an existing shelf registration statement, and related underwriting, officer certificates, note forms and legal opinions are filed as exhibits.

Walt Disney Co false 0001744489 0001744489 2026-02-10 2026-02-10

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 10, 2026

THE WALT DISNEY COMPANY

(Exact name of registrant as specified in its charter)

Delaware		001-38842		83-0940635
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

500 South Buena Vista Street

Burbank, California 91521

(Address of Principal Executive Offices and Zip Code)

(818) 560-1000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		DIS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On February 10, 2026, The Walt Disney Company (the “Company”) entered into an Underwriting Agreement with Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, with respect to the offer and sale of $500,000,000 aggregate principal amount of its Floating Rate Notes due 2029 (the “Floating Rate Notes”), $1,000,000,000 aggregate principal amount of its 3.750% Notes due 2029 (the “2029 Notes”), $1,500,000,000 aggregate principal amount of its 4.000% Notes due 2031 (the “2031 Notes”) and $1,000,000,000 aggregate principal amount of its 4.625% Notes due 2036 (the “2036 Notes” and, collectively with the Floating Rate Notes, the 2029 Notes and the 2031 Notes, the “Notes”).

The Notes will be issued pursuant to that certain Indenture, dated as of March 20, 2019, between the Company, TWDC Enterprises 18 Corp., as guarantor, and Citibank, N.A., as Trustee. The Notes have been registered under the Securities Act of 1933, as amended (the “Act”) pursuant to a Registration Statement on Form S-3 (No. 333-289917) previously filed with the Securities and Exchange Commission (the “Commission”) under the Act.

Copies of the Underwriting Agreement, the officer’s certificates of the Company establishing the terms of the Notes, the forms of Notes and the opinion of Cravath, Swaine & Moore LLP as to the validity of the Notes and related guarantees are filed as exhibits hereto and incorporated herein by reference. The Company is filing this Current Report on Form 8-K so as to file with the Commission certain items that are to be incorporated by reference into its Registration Statement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

1.1		Underwriting Agreement, dated February 10, 2026, among The Walt Disney Company, TWDC Enterprises 18 Corp., Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein.
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).
4.2		Officer’s Certificate, dated as of February 12, 2026, establishing the Floating Rate Notes and their terms.
4.3		Officer’s Certificate, dated as of February 12, 2026, establishing the 2029 Notes and their terms.
4.4		Officer’s Certificate, dated as of February 12, 2026, establishing the 2031 Notes and their terms.
4.5		Officer’s Certificate, dated as of February 12, 2026, establishing the 2036 Notes and their terms.
4.6		Form of Floating Rate Notes (included as Exhibit A to Exhibit 4.2).
4.7		Form of 2029 Notes (included as Exhibit A to Exhibit 4.3).
4.8		Form of 2031 Notes (included as Exhibit A to Exhibit 4.4).
4.9		Form of 2036 Notes (included as Exhibit A to Exhibit 4.5).
5.1		Opinion of Cravath, Swaine & Moore LLP.
23.1		Consent of Cravath, Swaine & Moore LLP (included as part of Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

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 hereunto duly authorized.

THE WALT DISNEY COMPANY
By:		/s/ Jolene E. Negre
Name:		Jolene E. Negre
Title:		Deputy General Counsel – Securities Regulation, Governance & Secretary

Date: February 12, 2026

FAQ

What new debt is The Walt Disney Company (DIS) planning to issue?

The company plans to issue several series of senior notes, including $500,000,000 Floating Rate Notes due 2029 and fixed-rate notes of $1,000,000,000 due 2029, $1,500,000,000 due 2031, and $1,000,000,000 due 2036, as disclosed in the agreement.

What interest rates apply to Disney’s new fixed-rate notes?

The new fixed-rate notes carry coupons of 3.750% for the 2029 Notes, 4.000% for the 2031 Notes, and 4.625% for the 2036 Notes. These rates define Disney’s borrowing cost for each maturity under the disclosed issuance.

Who are the underwriters for Disney’s new note offerings?

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC act as representatives of the several underwriters. They entered into an underwriting agreement with The Walt Disney Company to handle the offer and sale of the various note series described.

Under what legal framework are Disney’s new notes being issued?

The notes will be issued under an indenture dated March 20, 2019, with Citibank, N.A. as trustee and TWDC Enterprises 18 Corp. as guarantor. They are registered under the Securities Act via an existing Form S-3 shelf registration statement.

What exhibits related to the Disney (DIS) note issuance were filed?

Filed exhibits include the underwriting agreement, officer’s certificates establishing each note series, forms of the notes, the 2019 indenture by reference, and a legal opinion and consent from Cravath, Swaine & Moore LLP regarding the validity of the notes and related guarantees.

Filing Exhibits & Attachments

9 documents

Other Documents

• EX-1.1 EX-1.1 162.0 KB
• EX-4.2 EX-4.2 91.8 KB
• EX-4.3 EX-4.3 66.1 KB
• EX-4.4 EX-4.4 64.9 KB
• EX-4.5 EX-4.5 67.3 KB
• EX-5.1 EX-5.1 9.9 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB