Walt Disney Co Reports Material Event

The Walt Disney Company disclosed an amendment to the employment agreement of Horacio E. Gutierrez, its Senior Executive Vice President and Chief Legal and Compliance Officer.

Accepted by SEC EDGAR 11/07/2025 - 04:15 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

The Walt Disney Company disclosed an amendment to the employment agreement of Horacio E. Gutierrez, its Senior Executive Vice President and Chief Legal and Compliance Officer. The update extends his term to September 30, 2028 and updates his title to Senior Executive Vice President, Chief Legal and Global Affairs Officer.

The amendment raises Mr. Gutierrez’s target long‑term equity incentive annual award value to $12,365,000, beginning with the current fiscal year. It does not change his current base salary or target annual bonus. For equity awards granted in January 2025 and in fiscal year 2026, a termination on or after December 31, 2026 will be treated as a termination at the scheduled expiration of his agreement for purposes of continued vesting, exercisability or other rights. An executed copy of the amendment was filed as Exhibit 10.1.

Insights

Corporate governance and executive compensation analyst

Disney extends CLO tenure and adjusts equity incentives; routine governance move.

Disney extended Horacio E. Gutierrez’s agreement to September 30, 2028, retitled him to Chief Legal and Global Affairs Officer, and lifted his target long‑term equity incentive to $12,365,000 annually starting this fiscal year. Base salary and target bonus remain unchanged.

The amendment also clarifies treatment of equity awards granted in January 2025 and in fiscal 2026: if employment ends on or after December 31, 2026, it will be treated as ending at the scheduled term expiration for vesting and exercisability under applicable award agreements.

This is a retention‑focused adjustment typical for senior roles. It formalizes equity compensation and vesting mechanics; actual impact depends on continued service and award terms documented in Exhibit 10.1.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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falseWALT DISNEY CO/000174448900017444892025-11-042025-11-04

________________________________________________________________________

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 4, 2025

The Walt Disney Company

(Exact name of registrant as specified in its charter)

Delaware			001-38842			83-0940635
(State or other jurisdiction			(Commission File Number)			(IRS Employer
of incorporation)						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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.    

On November 4, 2025, a subsidiary of The Walt Disney Company (the “Company”) and Horacio E. Gutierrez, the Company’s Senior Executive Vice President, Chief Legal and Compliance Officer, entered into an amendment (the “Amendment”) to Mr. Gutierrez’s employment agreement.

Pursuant to the Amendment, the term of Mr. Gutierrez’s employment agreement was extended to September 30, 2028, and Mr. Gutierrez’s title was changed to Senior Executive Vice President, Chief Legal and Global Affairs Officer. The Amendment increases Mr. Gutierrez’s target long-term equity incentive annual award value to $12,365,000, commencing with the Company’s current fiscal year. The amendment does not increase Mr. Gutierrez’s current base salary or target annual bonus opportunity. The amendment also provides that, for equity awards granted to Mr. Gutierrez 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						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. Gutierrez, as amended; and to that certain Indemnification Agreement, dated as of December 21, 2021, by and between The Walt Disney Company and Horacio E. Gutierrez, 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.

 

						The Walt Disney Company
By:						/s/ Jolene E. Negre
						Jolene E. Negre
						Deputy General Counsel - Securities Regulation, Governance & Secretary

Dated: November 7, 2025