falseWALT DISNEY CO/000174448900017444892025-11-102025-11-10
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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): November 10, 2025
The Walt Disney Company
(Exact name of registrant as specified in its charter)
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| Delaware | 001-38842 | 83-0940635 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | | Identification No.) |
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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) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | 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).
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. ¨
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 10, 2025, The Walt Disney Company (the “Company”) and Hugh F. Johnston, the Company’s Senior Executive Vice President and Chief Financial Officer, entered into an amendment (the “Amendment”) to Mr. Johnston’s employment agreement.
Pursuant to the Amendment, the term of Mr. Johnston’s employment agreement was extended to January 31, 2029. The amendment increases Mr. Johnston’s target long-term equity incentive annual award value to $16,500,000, commencing with the Company’s current fiscal year. The amendment does not increase Mr. Johnston’s current base salary or target annual bonus opportunity. The amendment also provides that, for equity awards granted to Mr. Johnston in January 2025 and in fiscal year 2026, a termination of employment on or after December 31, 2026 will be treated as a termination upon the scheduled expiration date of his employment agreement term for purposes of continued vesting, exercisability or other rights under the applicable award agreements.
A copy of the Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits | | | | | | | | |
Exhibit
Number | | Description |
| 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 |
| 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.
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| | The Walt Disney Company | |
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| By: | | /s/ Jolene E. Negre | |
| | Jolene E. Negre | |
| | Deputy General Counsel - Securities Regulation, Governance & Secretary | |
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Dated: November 12, 2025
