WALT DISNEY CO filed this 10-K on 11/13/2025
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WALT DISNEY CO - 10-K - 20251113 - EXHIBITS
ITEM 15. Exhibits and Financial Statement Schedules
(1)Financial Statements and Schedules
See Index to Financial Statements and Supplemental Data on page 67.
(2)Exhibits
The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.
ExhibitLocation
3.1Restated Certificate of Incorporation of The Walt Disney Company, effective as of March 19, 2019
3.2Certificate of Amendment to the Restated Certificate of Incorporation of The Walt Disney Company, effective as of March 20, 2019
3.3
Amended and Restated Bylaws of The Walt Disney Company, effective as of November 30, 2023
3.4
Amended and Restated Certificate of Incorporation of TWDC Enterprises 18 Corp., effective as of March 20, 2019
3.5
Amended and Restated Bylaws of TWDC Enterprises 18 Corp., effective as of March 20, 2019
3.6
Certificate of Elimination of Series B Convertible Preferred Stock of The Walt Disney Company, as filed with the Secretary of State of the State of Delaware on November 28, 2018
4.1Senior Debt Securities Indenture, dated as of September 24, 2001, between TWDC Enterprises 18 Corp. and Wells Fargo Bank, N.A., as Trustee
4.2First Supplemental Indenture, dated as of March 20, 2019, among The Walt Disney Company, TWDC Enterprises 18 Corp. and Wells Fargo Bank, N.A., as Trustee
4.3Indenture, dated as of March 20, 2019, by and among The Walt Disney Company, as issuer, and TWDC Enterprises 18 Corp., as guarantor, and Citibank, N.A., as trustee
4.4Other long-term borrowing instruments are omitted pursuant to Item 601(b)(4)(iii) of Regulation S-K. The Company undertakes to furnish copies of such instruments to the Commission upon request
4.5Description of Registrant’s Securities
10.1
Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger †
10.2
Amendment dated July 1, 2013 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger †
10.3Amendment dated October 2, 2014 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger †
10.4Amendment dated March 22, 2017 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger †
10.5Amendment dated December 13, 2017 to Amended and Restated Employment Agreement, dated as of October 6, 2011, between the Company and Robert A. Iger †
10.6
Amendment to Amended and Restated Employment Agreement, Dated as of October 6, 2011, as amended, between the Company and Robert A. Iger, dated November 30, 2018 †
60
ExhibitLocation
10.7
Amendment to Amended and Restated Employment Agreement, Dated as of October 6, 2011, as amended, between the Company and Robert A. Iger, dated March 4, 2019 †
10.8
Amendment to Amended and Restated Employment Agreement, Dated as of October 6, 2011 and as previously amended, between the Company and Robert A. Iger, dated February 24, 2020 †
10.9
Employment Agreement Dated as of November 20, 2022, between the Company and Robert A. Iger †
10.10
Amendment dated July 12, 2023 to Employment Agreement dated as of November 20, 2022, between the Company and Robert A. Iger †
10.11
Second Amendment dated December 15, 2023, to that certain Employment Agreement, dated as of November 20, 2022, as amended, by and between The Walt Disney Company and Robert A. Iger †
10.12
Employment Agreement Dated as of December 4, 2023 by and between The Walt Disney Company and Hugh F. Johnston †
10.13
Amendment dated December 15, 2023, to that certain Employment Agreement, dated as of December 4, 2023, by and between The Walt Disney Company and Hugh F. Johnston †
10.14
Second Amendment dated November 10, 2025 to that certain Employment Agreement, dated as of December 4, 2023, by and between The Walt Disney Company and Hugh F. Johnston, as amended †
10.15
Employment Agreement, dated as of December 21, 2021 between the Company and Horacio E. Gutierrez †
10.16
Assignment of Employment Agreement dated January 31, 2022 between the Company and Horacio E. Gutierrez †
10.17
Amendment dated July 21, 2022 to the Employment Agreement dated December 21, 2021, between Disney Corporate Services Co., LLC and Horacio E. Gutierrez and to the Indemnification Agreement dated December 21, 2021, between the Company and Horacio E. Gutierrez †
10.18
Amendment dated April 21, 2023 to the Employment Agreement dated December 21, 2021, between Disney Corporate Services Co., LLC and Horacio E. Gutierrez and to the Indemnification Agreement dated December 21, 2021, between the Company and Horacio E. Gutierrez †
10.19
Amendment dated December 21, 2023 to that certain Employment Agreement, dated as of December 21, 2021, by and between Disney Corporate Services Co., LLC and Horacio E. Gutierrez, as amended; and to that certain Indemnification Agreement, dated as of December 21, 2021, by and between The Walt Disney Company and Horacio E. Gutierrez, as amended †
10.20
Second Amendment dated December 13, 2023 to that certain Employment Agreement, dated as of December 21, 2021, by and between Disney Corporate Services Co., LLC and Horacio E. Gutierrez, as amended †
10.21
Fifth Amendment dated November 4, 2025 to that certain Employment Agreement, dated as of December 21, 2021, by and between Disney Corporate Services Co., LLC and Horacio E. Gutierrez, as amended; and to that certain Indemnification Agreement, dated as of December 21, 2021, by and between The Walt Disney Company and Horacio E. Gutierrez, as amended †
61
ExhibitLocation
10.22
Employment Agreement, dated June 29, 2022, between the Company and Kristina K. Schake †
10.23
Amendment dated April 18, 2023 to Employment Agreement, dated June 29, 2022 between the Company and Kristina K. Schake †
10.24
Amendment dated December 13, 2023 to that certain Employment Agreement, dated as of June 29, 2022, by and between The Walt Disney Company and Kristina K. Schake, as amended †
10.25
Third Amendment dated October 15, 2025, to that certain Employment Agreement, dated as of June 29, 2022, by and between the Walt Disney Company and Kristina K. Schake, as amended †
10.26
Employment Agreement dated as of April 8, 2023, by and between the Company and Sonia L. Coleman †
10.27
Amendment dated December 13, 2023, to that certain Employment Agreement, dated as of April 8, 2023, by and between The Walt Disney Company and Sonia L. Coleman †
10.28
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 †
10.29
Voluntary Non-Qualified Deferred Compensation
Plan †
10.30
Amendment No. 1 to the Voluntary Non-Qualified Deferred Compensation Plan †
10.31
Description of Directors Compensation
10.32
Description of Directors Compensation (Effective as of September 28, 2025)
10.33
Form of Indemnification Agreement for certain officers and directors †
10.34
Form of Assignment and Assumption of Indemnification Agreement for certain officers and directors †
10.35
1995 Stock Option Plan for Non-Employee Directors
10.36
Amended and Restated 2002 Executive Performance Plan †
10.37
Management Incentive Bonus Program †
10.38
Amended and Restated 1997 Non-Employee Directors Stock and Deferred Compensation Plan
10.39
Amended and Restated 2011 Stock Incentive Plan †
10.40
Disney Key Employees Retirement Savings Plan †
10.41
Amendments dated April 30, 2015 to the Amended and Restated The Walt Disney Productions and Associated Companies Key Employees Deferred Compensation and Retirement Plan, Amended and Restated Benefit Equalization Plan of ABC, Inc. and Disney Key Employees Retirement Savings Plan †
62
ExhibitLocation
10.42
Second Amendment to the Disney Key Employees Retirement Savings Plan †
10.43
Third Amendment to the Disney Key Employees Retirement Savings Plan †
10.44
Amended and Restated Severance Pay Plan †
10.45
Group Personal Excess Liability Insurance Plan †
10.46
Form of Non-Qualified Stock Option Award Agreement †
10.47
Form of Non-Qualified Stock Option Award Agreement †
10.48
Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) †
10.49
Form of Performance-Based Stock Unit Award Agreement (Section 162(m) Vesting Requirement) †
10.50
Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) †
10.51
Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) †
10.52
Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) †
10.53
Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests/Section 162(m) Vesting Requirements) †
10.54
Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) †
10.55
Form of Performance-Based Stock Unit Award Agreement (Section 162(m) Vesting Requirement) †
10.56
Form of Non-Qualified Stock Option Award Agreement †
10.57
Form of Non-Qualified Stock Option Award Agreement †
10.58
Form of Non-Qualified Stock Option Award Agreement †
10.59
Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) †
10.60
Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC tests) for Robert A. Iger dated as of December 14, 2021 †
10.61
Non-Qualified Stock Option Award Agreement for Robert A. Iger dated as of December 14, 2021 †
10.62
Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) †
10.63
Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to Total Shareholder Return/ROIC Tests) †
10.64
Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year/Two-Year Vesting subject to Total Shareholder Return/ROIC Tests) †
63
ExhibitLocation
10.65
Form of Stock Option Awards Agreement †
10.66
Form of Stock Option Awards Agreement †
10.67
Form of Stock Option Awards Agreement †
10.68
Form of Stock Option Awards Agreement †
10.69
Form of Stock Option Awards Agreement †
10.70
Form of Non-Qualified Stock Option Award Agreement †
10.71
Form of Restricted Stock Unit Award Agreement (Time-Based Vesting) †
10.72
Form of Performance-Based Restricted Stock Unit Award Agreement (Three-Year Vesting subject to ROIC/TSR/EPS Tests) †
10.73
Five-Year Credit Agreement dated as of March 1, 2024
10.74
Five-Year Credit Agreement dated as of March 4, 2022
10.75
364-Day Credit Agreement dated as of March 1, 2024
19
The Walt Disney Company and Associated Companies Insider Trading Compliance Policy and Program
21
Subsidiaries of the Company
22List of Guarantor Subsidiaries
23Consent of PricewaterhouseCoopers LLP
31(a)Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002
31(b)
Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002
32(a)Section 1350 Certification of Chief Executive Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002**
32(b)
Section 1350 Certification of Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002**
97
The Walt Disney Company Clawback Policy
99.1
Equity Award Grants and Equity Issuances
101The following materials from the Company’s Annual Report on Form 10-K for the year ended September 27, 2025 formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity and (vi) related notesFiled herewith
104Cover Page Interactive Data File (embedded within the Inline XBRL document)Filed herewith

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*Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request.
**A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.
†Management contract or compensatory plan or arrangement.
ITEM 16. Form 10-K Summary
None.
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