[8-K] Walt Disney Co Reports Material Event

Rhea-AI Filing Summary

The Walt Disney Company amended Sonia L. Coleman’s employment agreement to extend the term through June 30, 2028 and change her title to Senior Executive Vice President and Chief People Officer. The amendment increases her annual base salary to $1,000,000 effective September 27, 2025, raises her target annual bonus to 175% of base salary commencing for the company’s fiscal year 2025, and raises her target long‑term equity incentive annual award value to 375% of base salary commencing for fiscal year 2026. The amendment is attached as Exhibit 10.1 to the report and incorporated by reference.

Positive

• Employment term extended through June 30, 2028, supporting retention of a senior HR leader
• Title change to Senior Executive Vice President and Chief People Officer reflects elevated role
• Clear incentive alignment with increased bonus (175%) and equity targets (375%) to align pay with performance

Negative

• Higher compensation expense from increased base salary and larger bonus/equity targets
• Potential shareholder scrutiny due to the magnitude of incentive targets relative to base pay

Insights

Compensation Analyst

TL;DR: Executive retention and incentive compensation materially increased, aligning pay with long‑term retention and performance goals.

The amendment extends tenure and elevates Ms. Coleman’s title while significantly increasing fixed and variable pay components: base salary to $1,000,000, target annual bonus to 175% of base, and target long‑term equity value to 375% of base. These changes emphasize retention and stronger performance alignment through equity, with the equity increase phased to commence in fiscal 2026. For investors, this is a governance and compensation disclosure rather than an operational development; the immediate financial impact is limited to increased reported executive compensation and potential accounting expense related to equity awards.

Corporate Governance Expert

TL;DR: The company formalized retention and incentive structures for a senior HR leader, a routine but notable governance action.

The amendment signals a deliberate retention effort by extending the contract to June 30, 2028 and updating the role to Chief People Officer. The sizable increases in bonus and equity targets suggest a focus on long‑term talent management outcomes. This is standard practice for senior executives, but it may attract shareholder attention because of the magnitude of incentive targets relative to base pay. The disclosure is clear and the full amendment is provided as Exhibit 10.1 for review.

falseWALT DISNEY CO/000174448900017444892025-09-272025-09-27

________________________________________________________________________

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): September 27, 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 September 27, 2025, The Walt Disney Company (the “Company”) and Sonia L. Coleman, the Company’s Senior Executive Vice President and Chief Human Resources Officer, entered into an amendment (the “Amendment”) to Ms. Coleman’s employment agreement.

Pursuant to the Amendment, the term of Ms. Coleman’s employment agreement was extended to June 30, 2028, and Ms. Coleman’s title was changed to Senior Executive Vice President and Chief People Officer. The Amendment also increased Ms. Coleman’s annual base salary to $1,000,000, effective on September 27, 2025, with future increases at the Company’s discretion; increased her target annual bonus opportunity to 175% of her base salary, commencing with respect to the Company’s fiscal year 2025; and increased her target long-term equity incentive annual award value to 375% of her base salary, commencing with the Company’s fiscal year 2026.

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 September 27, 2025, to that certain Employment Agreement, dated as of April 8, 2023, by and between The Walt Disney Company and Sonia L. Coleman, 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: October 1, 2025

FAQ

What changes to Sonia Coleman’s compensation did Disney (DIS) disclose?

The amendment sets Ms. Coleman’s base salary at $1,000,000, raises her target annual bonus to 175% of base salary for fiscal 2025, and raises her target long‑term equity annual award value to 375% of base salary beginning fiscal 2026.

How long is Sonia Coleman’s amended employment term at Disney (DIS)?

The employment agreement term was extended to June 30, 2028.

When did the increased base salary for Ms. Coleman become effective?

The increased base salary of $1,000,000 is effective September 27, 2025.

Does the filing attach the amendment document for Disney (DIS)?

Yes. A copy of the amendment is attached as Exhibit 10.1 and incorporated by reference in the report.

When do the revised bonus and equity targets commence for Disney (DIS)?

The increased bonus target (175%) commences with fiscal year 2025 and the increased long‑term equity target (375%) commences with fiscal year 2026.