DIS

• Diluted EPS decreased to $1.51 from $2.92, while adjusted EPS increased to $2.06 from $1.61.
• Total segment operating income increased 21% to $5.6 billion from $4.6 billion.
• The company reiterated fiscal 2026 adjusted EPS growth of approximately 12% (excluding 53rd week) and approximately 16% (including 53rd week).
• Disney now targets at least $9 billion in share repurchases for fiscal 2026.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Income before income taxes increased 9% to $3.4 billion from $3.1 billion in the prior-year quarter.
• Total segment operating income rose 4% to $4.6 billion from $4.4 billion in Q2 fiscal 2025.
• Diluted EPS decreased to $1.27 from $1.81, while adjusted EPS increased to $1.57 from $1.45.
• Fiscal 2026 outlook: adjusted EPS growth of approximately 12% excluding the 53rd week, and approximately 16% including it; targeting at least $8 billion in share repurchases.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Josh D'Amaro, CEO of The Walt Disney Company, was appointed to the Board of Directors effective March 18, 2026, with a term expiring at the 2027 annual meeting.
• D'Amaro was also appointed to the Executive Committee of the Board.
• Shareholders ratified PricewaterhouseCoopers LLP as independent auditor for fiscal 2026, with 1.39 billion votes for and 99.4 million against.
• The advisory vote on executive compensation passed with 1.09 billion votes for and 181.8 million against; all four shareholder proposals were defeated.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders · 9.01 Financial Statements and Exhibits

• On February 27, 2026, Disney entered into a $5.25 billion 364-day credit agreement with Citibank as agent, replacing its prior 364-day facility.
• Both credit agreements are unsecured, guaranteed by TWDC Enterprises 18 Corp., and support commercial paper borrowings and general corporate purposes.
• The 364-day facility matures February 26, 2027, with an option to extend to February 26, 2028; the five-year facility matures February 27, 2031.
• Disney also amended its 2024 five-year credit agreement to add Fubo as an excluded entity.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• On February 20, 2026, Disney exercised its right to terminate without cause Kristina K. Schake, Senior Executive Vice President and Chief Communications Officer, effective March 19, 2026.
• Her departure coincides with the end of Bob Iger's tenure as CEO; she joined Disney in 2022.
• During her tenure, she led communications for key events including Iger's return, proxy fight victories, streaming profitability, and the selection of Josh D'Amaro as next CEO.
• Disney will announce her successor at a later date.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits

• The offering comprises $500M Floating Rate Notes due 2029, $1.0B 3.750% Notes due 2029, $1.5B 4.000% Notes due 2031, and $1.0B 4.625% Notes due 2036.
• The notes are guaranteed by TWDC Enterprises 18 Corp. and will be issued under an indenture dated March 20, 2019 with Citibank, N.A. as trustee.
• The notes are registered under a Form S-3 registration statement (No. 333-289917) and the 8-K was filed to incorporate exhibits into that registration statement.
• The filing includes the underwriting agreement, officer's certificates establishing note terms, forms of notes, and a legal opinion from Cravath, Swaine & Moore LLP.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• Robert A. Iger will transition to Senior Advisor, reporting to the Board, and will remain a director through December 31, 2026, subject to shareholder vote.
• Dana Walden, currently Co-Chairman of Disney Entertainment, will become President and Chief Creative Officer effective March 18, 2026, with a base salary of $3.75 million and target annual bonus of 200% of base salary.
• D'Amaro will receive annual long-term incentive awards with a target value of $26.25 million, plus a recommended one-time award of $9.705 million.
• Walden's employment agreement runs through March 17, 2030, with annual long-term incentive target of $15.75 million and a recommended one-time award of $5.26 million.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 8.01 Other Events · 9.01 Financial Statements and Exhibits

• Diluted EPS decreased to $1.34 from $1.40, and adjusted EPS decreased to $1.63 from $1.76 in the prior-year quarter.
• Total segment operating income decreased 9% to $4.6 billion from $5.1 billion in Q1 fiscal 2025.
• Entertainment segment operating income declined $0.6 billion to $1.1 billion, with SVOD operating income up $189 million to $450 million.
• For fiscal 2026, Disney guides to double-digit adjusted EPS growth, $19 billion in cash provided by operations, and $7 billion in stock repurchases.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits