Walt Disney Co 8-K

What Happened
The Walt Disney Company filed a Form 8-K (Feb 12, 2026) to disclose that on February 10, 2026 it entered into an underwriting agreement with Citigroup Global Markets Inc. and J.P. Morgan Securities LLC to offer $4.0 billion aggregate principal amount of debt securities. The offering consists of: $500 million of Floating Rate Notes due 2029; $1.0 billion of 3.750% Notes due 2029; $1.5 billion of 4.000% Notes due 2031; and $1.0 billion of 4.625% Notes due 2036. The Notes will be issued under the company’s March 20, 2019 indenture, with TWDC Enterprises 18 Corp. as guarantor and Citibank, N.A. as trustee. The notes are being offered on a registered basis under an existing Form S‑3 registration statement.

Key Details

• Underwriting agreement dated February 10, 2026 (bookrunners: Citi and J.P. Morgan).
• Total principal amount: $4.0 billion (500M floating-rate due 2029; 1.0B 3.750% due 2029; 1.5B 4.000% due 2031; 1.0B 4.625% due 2036).
• Issuance pursuant to indenture dated March 20, 2019; TWDC Enterprises 18 Corp. is guarantor.
• Company filed related documents (officer’s certificates, forms of notes) and legal opinion of Cravath, Swaine & Moore LLP as exhibits to the 8‑K.

Why It Matters
This filing signals Disney is raising debt capital, which will increase its outstanding obligations and affect its future interest expense and maturity profile. The specific coupons and maturities give investors concrete information about the company’s near- and medium-term funding plan (notably two tranches due in 2029 and additional 2031 and 2036 issuance). Because the notes are registered under an S‑3, the offering is being made to the public market; investors should watch subsequent pricing and the company’s reported leverage and cash-flow metrics for any impact on credit profile.