________________________________________________________________________

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 ~~the~~Report ~~Securities~~(Date ~~Exchange~~of ~~Act~~Earliest ofEvent ~~1934~~Reported): March 18, 2026

Date of Report (Date of Earliest Event Reported): February 27, 2026

The Walt Disney Company

(Exact name of registrant as specified in its charter)

Delaware	~~001-38842~~	001-38842	~~83-0940635~~	83-0940635
(State or other jurisdictionof incorporation)	(CommissionFile Number)		(IRS EmployerIdentification No.)
(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

Title of each class		TradingSymbol(s)		Name of each exchangeon 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 8.01 Other Events.~~ ________________________________________________________________________

OnItem February 27, 2026, The Walt Disney Company (the “Company”) entered into (i) a 364-Day Credit Agreement, among the Company, as borrower, TWDC Enterprises 18 Corp. (“TWDC Enterprises”), as guarantor, the lenders party thereto, and Citibank, N.A., as designated agent, which provides for advances to be made available to the Company in an aggregate principal amount of up to $5.~~25 billion~~02 Departure ~~(the “364-Day Credit Agreement”) and replaces the Company’s $5.25 billion 364-Day Credit Agreement, dated as~~ of ~~February 28,~~Directors ~~2025,~~or ~~and~~Certain ~~(ii) a~~Officers; ~~Five-Year~~Election Credit Agreement, among the Company, as borrower, TWDC Enterprises, as guarantor, the lenders party thereto, and JPMorgan Chase Bank, N.A., as designated agent, which provides for advances to be made available to the Company in an aggregate principal amount of upDirectors; toAppointment $4 billion (the “Five-Year Credit Agreement” and together with the 364-Day Credit Agreement, the “Credit Agreements,” and each a “Credit Agreement”), and replaces the Company’s $4 billion Five-Year Credit Agreement, dated as of ~~March 4,~~Certain ~~2022.~~Officers; ~~Each~~Compensatory ~~Credit~~Arrangements ~~Agreement is unsecured and includes a guarantee by TWDC Enterprises~~ of ~~the~~Certain ~~Company’s payment obligations, which guarantee is subject to release and discharge upon certain circumstances~~Officers. ~~The Credit Agreements support the Company’s commercial paper borrowings and are available for other general corporate purposes.~~

(d) On March 18, 2026, the Board of Directors (the “Board”) of The ~~364-Day~~Walt ~~Credit~~Disney ~~Agreement~~Company ~~will~~(the ~~expire~~“Company”) appointed Josh D’Amaro to serve (i) as a Director on ~~February 26~~the Board, ~~2027.~~effective ~~The~~immediately, ~~Company~~with ~~has~~a term expiring at the ~~option~~2027 toannual ~~extend~~meeting of shareholders, and (ii) on the ~~maturity~~Executive ~~date~~Committee of ~~all~~the orBoard. aMr. ~~portion~~D’Amaro is Chief Executive Officer of ~~advances~~the ~~outstanding~~Company. atThe disclosure set forth in the ~~time~~fourth and ninth paragraphs of ~~maturity~~the toCompany’s Current Report on Form 8-K filed February 26 3, ~~2028~~2026 is incorporated into this Item 5.02(d) by reference.

~~The~~Item ~~Five-Year~~5.07 Submission ~~Credit~~of ~~Agreement~~Matters ~~will~~to ~~expire~~a onVote ~~February 27,~~of ~~2031.~~Security Holders.

(a-b) The final results of voting on each of the matters submitted to a vote of security holders during the Registrant’s annual meeting of shareholders on March 18, 2026 (the “Annual Meeting”) are as follows.

Borrowings under the Credit Agreements bear interest, at the Company’s election, at (a) (i) for Term SOFR Advances denominated in Dollars, Term SOFR, (ii) for Advances denominated in Euro, the EURIBO Rate, (iii) for Advances denominated in Yen, the TIBO Rate, and (iv) for Advances denominated in Sterling, Daily Simple SONIA, plus, in each case, an interest rate spread based on the Company’s public debt rating that ranges between 0.625% and 1.000%, and (b) for Base Rate Advances denominated in Dollars, the Base Rate plus an interest rate spread of 0.000%. Capitalized terms used, but not defined in the immediately preceding sentence, have the meanings ascribed to each in the respective Credit Agreement. Each of the Credit Agreements also provide a mechanism to replace the interest rate benchmark if the applicable benchmark is no longer available. Advances under each Credit Agreement may be voluntarily prepaid without penalty or premium, other than customary breakage costs related to prepayments of Term SOFR, EURIBOR or TIBOR Advances.


1.	Election of Directors:	For	Against	Abstentions	Broker Non-Votes
	Mary T. Barra	1,246,729,714	28,245,945	1,559,327	214,127,170
	Amy L. Chang	1,252,580,182	21,404,721	2,550,083	214,127,170
	D. Jeremy Darroch	1,266,787,445	7,595,041	2,152,500	214,127,170
	Carolyn N. Everson	1,261,902,344	12,886,740	1,745,902	214,127,170
	Michael B.G. Froman	1,251,584,336	23,194,528	1,756,122	214,127,170
	James P. Gorman	1,265,491,120	9,295,336	1,748,530	214,127,170
	Robert A. Iger	1,257,489,959	17,508,644	1,536,383	214,127,170
	Maria Elena Lagomasino	1,186,186,368	87,361,080	2,987,538	214,127,170
	Calvin R. McDonald	1,263,939,169	10,718,151	1,877,666	214,127,170
	Derica W. Rice	1,238,036,115	35,306,163	3,192,708	214,127,170
	Jeffrey E. Williams	1,269,005,785	5,671,848	1,857,353	214,127,170

Each of the Credit Agreements, like the former respective facilities, contains customary affirmative and negative covenants for facilities of this type, including, among others, covenants pertaining to the delivery of financial statements, notices of default and certain other information, payment of taxes, maintenance of existence, compliance with laws, and limitations on mergers. Each Credit Agreement also requires the Company to maintain a minimum ratio of Consolidated EBITDA to Consolidated Interest Expense (as such term is defined in the respective Credit Agreement) of 3.00 to 1.00 as of the last day of each period of four consecutive fiscal quarters.


		For	Against	Abstentions
2.	Ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accountants for fiscal 2026	1,389,388,245	99,386,474	1,887,437

Each of the Credit Agreements, as with the former respective facilities, contains default provisions customary for facilities of this type, which are subject to customary grace periods and materiality thresholds, including, among others, defaults related to payment failures, failure to comply with covenants, material misrepresentations, defaults under other material indebtedness, bankruptcy and related events, material judgments and the failure of the guaranty to be in full force and effect (other than as permitted under such Credit Agreement). Each Credit Agreement provides that if an event of default occurs under such Credit Agreement, then the lenders under such Credit Agreement may, among other things, declare all amounts owing under such Credit Agreement immediately due and payable. Each of the Credit Agreements specifically excludes certain entities, including certain entities related to Hong Kong Disneyland, Shanghai Disney Resort, and FuboTV Inc. (“Fubo”), from any representations, covenants or events of default.


		For	Against	Abstentions	Broker Non-Votes
3.	Advisory vote to approve executive compensation	1,091,655,024	181,755,217	3,124,745	214,127,170

In addition to the Credit Agreements, on February 27, 2026, the Company also entered into an amendment to the existing five-year credit agreement dated as of March 1, 2024, among the Company, as borrower, TWDC Enterprises, as guarantor, the lenders party thereto, and JPMorgan Chase Bank, N.A., as designated agent (the “Amendment to the 2024 Credit Agreement”, and such credit agreement, the “2024 Credit Agreement”). The Amendment to the 2024 Credit Agreement, among other things, amends the 2024 Credit Agreement to include Fubo as an Excluded Entity (as defined in the 2024 Credit Agreement).


		For	Against	Abstentions	Broker Non-Votes
4.	Shareholder proposal requesting a report on how the employee gift-matching program may impact risks related to religious discrimination against employees	10,054,574	1,251,055,568	15,424,844	214,127,170

~~The~~5. ~~foregoing~~As ~~description~~previously ofannounced ~~the~~by ~~364-Day Credit Agreement,~~ the ~~Five-Year~~Company ~~Credit~~in ~~Agreement,~~its ~~and~~Supplement ~~the Amendment~~ to the ~~2024~~Proxy ~~Credit~~Statement ~~Agreement~~filed ~~does~~with ~~not~~the ~~purport~~U.S. toSecurities beand ~~complete~~Exchange ~~and~~Commission ison ~~subject~~March to5, ~~and~~2026, ~~qualified~~the inshareholder ~~its~~proposal ~~entirety~~requesting bya ~~reference~~report ~~to,~~on the ~~full~~expected ~~text~~and ofpotential ~~the~~return ~~364-Day~~on ~~Credit~~investment ~~Agreement,~~from ~~the~~climate ~~Five-Year~~commitments ~~Credit~~was ~~Agreement,~~withdrawn ~~and~~by the ~~Amendment~~proponent. toTherefore, the ~~2024~~proposal ~~Credit~~was ~~Agreement,~~not ~~copies~~presented ofat ~~which~~or ~~are~~voted ~~attached~~on ~~hereto~~at asthe ~~Exhibit~~Annual ~~10.1~~Meeting, ~~Exhibit~~nor ~~10.2,~~were ~~and~~any ~~Exhibit~~votes ~~10.3,~~cast ~~respectively,~~in ~~and~~regard ~~are~~to ~~incorporated~~the ~~herein~~proposal ~~by reference~~tabulated.


		For	Against	Abstentions	Broker Non-Votes
6.	Shareholder proposal requesting adoption of cumulative voting for Board elections	36,841,191	1,231,354,256	8,339,539	214,127,170


		For	Against	Abstentions	Broker Non-Votes
7.	Shareholder proposal requesting an independent review and report on accessibility and disability inclusion practices	62,887,788	1,196,395,686	17,251,512	214,127,170

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number						Description

104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit Number		Description
10.1		364-Day Credit Agreement dated as of February 27, 2026, among The Walt Disney Company, TWDC Enterprises 18 Corp., the Lenders party thereto, and Citibank, N.A., as designated agent
10.2		Five-Year Credit Agreement dated as of February 27, 2026, among The Walt Disney Company, TWDC Enterprises 18 Corp., the Lenders party thereto, and JPMorgan Chase Bank, N.A., as designated agent
10.3		First Amendment, dated as of February 27, 2026, to the Five-Year Credit Agreement, dated as of March 1, 2024, among The Walt Disney Company, TWDC Enterprises 18 Corp., the Lenders party thereto, and JPMorgan Chase Bank, N.A., as designated agent
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

~~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.

~~Pursuant to the requirements of the Securities Exchange Act of 1934,~~ The Walt Disney Company ~~has~~By: ~~duly~~/s/ ~~caused~~Jolene ~~this~~E. ~~report~~Negre toJolene beE. ~~signed~~Negre onDeputy ~~its~~General ~~behalf~~Counsel by- ~~the~~Securities ~~undersigned~~Regulation, ~~hereunto~~Governance ~~duly~~& ~~authorized.~~ Secretary

Dated: March 20, 2026

Dated: March 3, 2026

The Walt Disney Company

/s/ Jolene E. Negre

Jolene E. Negre

Deputy General Counsel – Securities Regulation, Governance and Secretary

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