Every material Form 8-K Walt Disney Company (The) has filed with the SEC since November 07, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Disney reported fiscal third-quarter 2026 revenue of $25.2 billion, up 7%, and income before income taxes of $3.6 billion, up 14%. Adjusted EPS rose 28% to $2.06, while GAAP diluted EPS fell 48% to $1.51. The company reiterated its fiscal 2026 adjusted EPS growth outlook and raised its share repurchase target to at least $9 billion, which it plans to partly fund with about $1.2 billion from the sale of its A+E stake.
Revenue rose 7% to $25.2 billion; income before income taxes rose 14% to $3.6 billion.
Diluted EPS fell to $1.51 from $2.92; adjusted EPS rose to $2.06 from $1.61.
Fiscal 2026 adjusted EPS growth outlook of about 12% excluding the 53rd week was reiterated.
Share repurchases now targeted at at least $9 billion in fiscal 2026, after the agreed sale of the 50% A+E stake for about $1.2 billion in cash proceeds.
Disney reported fiscal second-quarter 2026 revenue of $25.2 billion, up 7% from a year earlier, and income before income taxes of $3.4 billion, up 9%. Adjusted EPS rose 8% to $1.57, but diluted EPS fell 30% to $1.27, so shareholders see mixed per-share results. The company also outlined fiscal 2026 adjusted EPS growth of approximately 12% excluding the 53rd week, and said it will not proceed with a previously planned OpenAI investment.
Revenue rose 7% to $25.2 billion and income before income taxes rose 9% to $3.4 billion in the quarter ended March 28, 2026.
Diluted EPS fell to $1.27 from $1.81, while adjusted EPS rose to $1.57 from $1.45.
For fiscal 2026, the company expects adjusted EPS growth of approximately 12% excluding the 53rd week, or approximately 16% including it, and targets at least $8 billion in share repurchases.
Because OpenAI shut down Sora, Disney will not proceed with its previously planned investment in the company.
On March 18, 2026, Disney's board appointed CEO Josh D'Amaro as a director, with a term expiring at the 2027 annual meeting, and to the board's Executive Committee. The same day, shareholders at the annual meeting elected all 11 director nominees, ratified PricewaterhouseCoopers LLP for fiscal 2026, approved the advisory executive compensation vote, and rejected three shareholder proposals.
Josh D'Amaro, Chief Executive Officer, was appointed to the board effective immediately on March 18, 2026, and joins the Executive Committee.
Maria Elena Lagomasino received the most votes against among the directors, at 87,361,080.
PricewaterhouseCoopers LLP was ratified for fiscal 2026 with 1,389,388,245 votes for and 99,386,474 against.
The advisory executive compensation vote received 1,091,655,024 for and 181,755,217 against. The cumulative voting proposal received 36,841,191 for and 1,231,354,256 against.
On February 27, 2026, Disney entered into a $5.25 billion 364-day credit agreement and a $4 billion five-year credit agreement, replacing its prior facilities. The filing says the facilities support commercial paper borrowings and general corporate purposes, and it also amends a 2024 credit agreement to exclude Fubo from its representations, covenants and default provisions.
364-day facility of $5.25 billion replaces the February 28, 2025 agreement and expires February 26, 2027, with an option to extend to February 26, 2028
Five-year facility of $4 billion replaces the March 4, 2022 agreement and expires February 27, 2031
Both agreements require a minimum ratio of Consolidated EBITDA to Consolidated Interest Expense of 3.00 to 1.00
Amendment to the March 1, 2024 credit agreement adds Fubo as an excluded entity
Disney terminated the employment of Senior Executive Vice President and Chief Communications Officer Kristina Schake without cause, effective March 19, 2026, according to the 8-K. The company's press release says her departure coincides with the end of Bob Iger's tenure as CEO, and that Josh D'Amaro is the selected next CEO. Shareholders should note that a successor has not yet been named.
Termination decided February 20, 2026; effective March 19, 2026 per the 8-K
Press release says Schake departs after March 18, 2026, as Bob Iger's CEO tenure ends
Separation benefits follow her previously disclosed employment agreement; successor to be announced at a later date
Disney entered into an underwriting agreement on February 10, 2026 to sell $4 billion of notes in four tranches: floating rate notes due 2029, 3.750% notes due 2029, 4.000% notes due 2031, and 4.625% notes due 2036. The notes are registered under a previously filed Form S-3 and were issued under a 2019 indenture. The filing is mainly administrative, but it shows new borrowing that adds to the company's debt obligations.
Total offering of $4 billion: $500 million floating rate notes due 2029, $1 billion 3.750% notes due 2029, $1.5 billion 4.000% notes due 2031, and $1 billion 4.625% notes due 2036
Underwriters are Citigroup Global Markets Inc. and J.P. Morgan Securities LLC; agreement dated February 10, 2026
Officer's certificates establishing the notes are dated February 12, 2026; trustee is Citibank, N.A.
Disney's board appointed Josh D'Amaro, Chairman of Disney Experiences, as chief executive effective March 18, 2026, when he succeeds Robert A. Iger, who becomes Senior Advisor and stays on the board through December 31, 2026. Dana Walden was named President and Chief Creative Officer on the same date, reporting directly to D'Amaro, marking a leadership transition at the top of the company.
D'Amaro's base salary is $2,500,000, with a target bonus of 250% of base salary and a long-term incentive target value of $26,250,000 per fiscal year.
Walden's base salary is $3,750,000, with a target bonus of 200% of base salary and a long-term incentive target value of $15,750,000 per fiscal year.
D'Amaro is expected to join the board after the 2026 Annual Meeting; Iger steps down from the Executive Committee after that meeting.
The filing cites Disney Experiences' $36 billion in FY2025 annual revenue and Disney's $94.4 billion total FY2025 revenue.
Disney reported fiscal first-quarter revenue of $26.0 billion, up 5% from a year earlier, while diluted EPS fell 4% to $1.34 and adjusted EPS fell 7% to $1.63. Total segment operating income dropped 9% to $4.6 billion, and the company cited a $110 million impact from the temporary suspension of YouTube TV carriage. Disney expects double-digit adjusted EPS growth for fiscal 2026 and is on track to repurchase $7 billion of stock.
Revenue rose 5% to $26.0 billion; Experiences reported record quarterly revenue of $10.0 billion
Adjusted EPS fell to $1.63 from $1.76; total segment operating income fell 9% to $4.6 billion
Fiscal 2026 outlook: double-digit adjusted EPS growth, $19 billion in cash from operations, and $7 billion in planned stock repurchases
Disney's Board has nominated Jeff Williams, Apple's former Chief Operating Officer, for election as an independent director at the 2026 annual meeting of shareholders. If elected, the board would grow from 10 to 11 directors.
Nominee Jeff Williams retired as Apple's Chief Operating Officer earlier in 2025.
Board size would increase from 10 to 11 directors, effective with the election at the 2026 annual meeting.
Shareholders will vote on Williams' election and the re-election of the current 10 directors at the 2026 annual meeting.
Disney reported fourth-quarter and full-year fiscal 2025 results for the period ended September 27, 2025. Full-year revenue rose 3% to $94.4 billion and full-year adjusted EPS rose 19% to $5.93, while fourth-quarter revenue was flat and fourth-quarter adjusted EPS fell 3% to $1.11. For fiscal 2026, Disney guided to double-digit adjusted EPS growth and said it plans to double share repurchases to $7 billion.
Full-year diluted EPS was $6.85, up from $2.72; fourth-quarter diluted EPS was $0.73, up from $0.25
Fourth-quarter total segment operating income fell 5% to $3.5 billion from $3.7 billion
Fiscal 2026 guidance includes double-digit adjusted EPS growth and a share repurchase target of $7 billion, double the fiscal 2025 level
Board declared a cash dividend of $1.50 per share, payable in two installments of $0.75 on January 15, 2026 and July 22, 2026
Disney amended the employment agreement of CFO Hugh F. Johnston on November 10, 2025, extending the term to January 31, 2029. The amendment raises his target long-term equity incentive award to $16,500,000 starting in the current fiscal year, while base salary and target bonus are unchanged.
Employment term extended to January 31, 2029
Target long-term equity incentive annual award raised to $16,500,000, effective current fiscal year
Base salary and target annual bonus opportunity not increased
Terminations on or after December 31, 2026 treated as scheduled expiration for certain January 2025 and fiscal 2026 equity awards
Disney amended the employment agreement of Horacio E. Gutierrez, its Senior Executive Vice President and Chief Legal and Compliance Officer, on November 4, 2025. The amendment extends his term to September 30, 2028, changes his title to Chief Legal and Global Affairs Officer, and raises his target long-term equity incentive award to $12,365,000, while base salary and target bonus are unchanged.
Employment term extended to September 30, 2028
Target long-term equity incentive annual award increased to $12,365,000, starting in the current fiscal year
Base salary and target annual bonus opportunity not increased
Equity awards from January 2025 and fiscal 2026 get continued vesting if employment ends on or after December 31, 2026
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