Disney buys 2% WEBTOON (NASDAQ: WBTN) stake for $32,774,443.53 in new deal

Rhea-AI Filing Summary

WEBTOON Entertainment Inc. disclosed that a wholly owned indirect subsidiary of The Walt Disney Company purchased 2,666,757 shares of WEBTOON common stock in a private transaction. The shares represent approximately 2% of the company’s equity and were acquired for an aggregate purchase price of $32,774,443.53 in an unregistered offering conducted under the Section 4(a)(2) exemption from the Securities Act.

Disney received certain investor rights, including the ability to approve specified corporate actions that would adversely affect Disney or its affiliates, and the right to sell or transfer its shares on the same terms as NAVER Corporation or LY Corporation. Separately, WEBTOON entered into a definitive agreement with Disney to develop an all-new digital comics platform, advancing a previously disclosed non-binding term sheet covering both the platform collaboration and Disney’s minority equity investment.

Positive

• Disney minority equity investment and cash inflow: A Disney subsidiary purchased 2,666,757 WEBTOON shares (about 2% equity) for $32,774,443.53 in primary capital, strengthening the balance sheet while adding a prominent strategic shareholder.
• Definitive digital comics platform agreement with Disney: WEBTOON and Disney entered into a binding agreement to develop an all-new digital comics platform, advancing from a previously non-binding term sheet to a more concrete strategic collaboration.

Negative

• None.

Insights

Equity capital markets and strategic partnerships analyst

WEBTOON raises $32.8M from Disney and formalizes a strategic platform deal.

WEBTOON sold 2,666,757 common shares, representing about 2% of its equity, to a Disney subsidiary for an aggregate $32,774,443.53 in a private placement relying on the Section 4(a)(2) exemption. This brings new primary capital into the company without going through a public offering process, and concentrates the stake with a large media partner rather than dispersed investors.

In connection with the investment, Disney obtained rights to approve certain corporate actions that would adversely affect Disney or its affiliates, and tag-along style rights to sell or transfer its shares on the same terms as NAVER Corporation or LY Corporation. This gives Disney meaningful minority protections while keeping overall governance with existing holders.

WEBTOON also signed a definitive agreement with Disney to develop an all-new digital comics platform, moving beyond the previously disclosed non-binding term sheet. The combination of equity investment and a concrete development agreement suggests a closer commercial relationship, with future details expected in subsequent disclosures as the platform initiative progresses.

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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): January 08, 2026

WEBTOON Entertainment Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-42144			81-3830533
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
5700 Wilshire Blvd. Suite 220
Los Angeles, California						90036
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: (323) 424-3795

(Former Name or Former 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, par value $0.0001 per share

WBTN

Nasdaq Global Select Market

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 3.02 Unregistered Sales of Equity Securities.

On January 8, 2026, WEBTOON Entertainment Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with a wholly owned indirect subsidiary of The Walt Disney Company (“Disney”), pursuant to which Disney purchased 2,666,757 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”), representing an approximately 2% equity interest in the Company, for an aggregate purchase price of $32,774,443.53. The Shares were issued in a private placement in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as a transaction not involving a public offering.

    In connection with the Purchase Agreement, the Company has provided Disney with certain rights related to its investment in the Shares, including the ability to approve certain corporate actions that would adversely affect Disney or its affiliates and the ability to sell or otherwise transfer the Shares for the same consideration, on the same terms and subject to the same conditions as a sale or transfer made by NAVER Corporation or LY Corporation.

Item 7.01 Regulation FD Disclosure.

On January 8, 2026, in connection with the entry into the Purchase Agreement and the issuance of Shares to Disney, the Company entered into a definitive agreement with Disney to develop an all-new digital comics platform. The Company previously disclosed the signing of a non-binding term sheet with respect to the future development of an all-new digital comics platform and a minority equity investment in the Company by Disney.

    The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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.

									WEBTOON Entertainment Inc.
Date:			January 8, 2026			By:			/s/ David J. Lee
						Name:			David J. Lee
						Title:			Chief Financial Officer and Chief Operating Officer

FAQ

What transaction between WEBTOON (WBTN) and Disney is disclosed?

A wholly owned indirect subsidiary of The Walt Disney Company purchased 2,666,757 shares of WEBTOON common stock, representing approximately 2% of WEBTOON’s equity, for an aggregate purchase price of $32,774,443.53.

Was WEBTOONb4s share sale to Disney a registered public offering?

No. The 2,666,757 shares issued to Disney were sold in a private placement relying on the Section 4(a)(2) exemption from the Securities Act as a transaction not involving a public offering.

What special rights did Disney receive with its WEBTOON investment?

Disney received rights to approve certain corporate actions that would adversely affect Disney or its affiliates, and rights to sell or transfer its shares for the same consideration, on the same terms and subject to the same conditions as sales or transfers by NAVER Corporation or LY Corporation.

How large is Disneyb4s equity stake in WEBTOON after this transaction?

The 2,666,757 WEBTOON common shares purchased by Disney represent an approximately 2% equity interest in the company.

What new business agreement did WEBTOON and Disney sign?

WEBTOON and Disney entered into a definitive agreement to develop an all-new digital comics platform, building on an earlier non-binding term sheet covering both the platformb4s future development and Disneyb4s minority equity investment in WEBTOON.

How is the information about the WEBTOON-Disney platform agreement treated under securities laws?

The information provided under Item 7.01 regarding the definitive agreement to develop a digital comics platform is furnished, not filed, and is not subject to Section 18 of the Exchange Act or automatically incorporated into other Securities Act or Exchange Act filings unless specifically referenced.