ITEM 9B. Other Information
Rule 10b5-1 Trading Arrangements
None of our directors or officers adopted or terminated a Rule 10b5-1 (as defined in Rule 16a-1(f)) trading arrangement or a non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the quarter ended September 27, 2025.
Ratification of Equity Award Grants and Equity Issuances
On September 25, 2025, the Board adopted resolutions ratifying the issuance of certain equity awards (including options and restricted stock units, including performance-based restricted stock units) under the Company’s Amended and Restated 2011 Stock Incentive Plan and The Walt Disney Company/Pixar 2004 Equity Incentive Plan and the issuance of shares of Common Stock upon the exercise of such equity awards (which may constitute putative stock) pursuant to Section 204 of the General Corporation Law of the State of Delaware (the “Ratification”) due to an inadvertent omission in the Compensation Committee resolutions that delegated authority to certain officers to grant such equity awards to certain employees (other than Section 16 officers or other members of senior leadership) of certain delegation parameters under Sections 152 and 157 of the General Corporation Law. The dates of the issuances and the number of equity awards and shares of Common Stock issued upon the exercise or vesting of such equity awards on such dates is set forth on Exhibit 99.1 hereto. Any claim that any defective corporate act or putative stock ratified pursuant to the Ratification is void or voidable due to the failure of authorization as described above, or that the Delaware Court of Chancery should declare in its discretion that the Ratification in accordance with Section 204 of the General Corporation Law of the State of Delaware not be effective or be effective only on certain conditions, must be brought within 120 days from the date that this Form 10-K is filed with the Securities and Exchange Commission.
ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
