Walt Disney Co

F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND PROXY STATEMENT

The Walt Disney Company delivered strong financial results for fiscal 2025, with meaningful accomplishments across each of the Company’s business segments, supported by our world-class brands and creative assets. Throughout the year, the Board continued its high priority work of management succession planning and oversight of strategy.

The Board and management team value ongoing dialogue with our shareholders to understand their priorities and perspectives. We continued our robust shareholder engagement during calendar year 2025, discussing a broad range of topics including management succession, Board composition and oversight and executive compensation. We intend to continue to engage with shareholders through formal outreach efforts in the year ahead.

Management succession planning remains a top priority for the Board, reflecting its importance to business continuity and long-term shareholder value. Oversight of the process is led by our dedicated Succession Planning Committee, and all directors have actively participated in a rigorous and ongoing evaluation of potential successor candidates, including direct engagement, performance assessment and consideration of leadership capabilities aligned with the Company’s long-term strategy. The appointment of the next CEO will be determined by the full Board, and we currently expect to announce the appointment of the Company’s next CEO in early 2026.

Our Board's representation of backgrounds and skill sets strongly aligns with Disney's long-term strategy, key risks and opportunities. To support the Board’s effective, independent oversight, we have evolved our Board’s membership and leadership to bring new perspectives to the table. This includes the appointment of a new Compensation Committee Chair and independent Chairman in fiscal 2025, and the nomination of a new director to stand for election at the annual meeting.

The Compensation Committee has remained focused on the thoughtful design and disciplined implementation of an executive compensation program that promotes sustained performance, reinforces executive accountability and supports the Company’s long-term strategic objectives. In fiscal 2025, the Committee introduced targeted enhancements to the program intended to further strengthen the link between compensation and performance and more directly align executive incentives with shareholder interests. These changes were designed to appropriately reward executives for delivering measurable results and advancing the Company’s strategic and financial goals.

On behalf of the full Board, I want to express our sincere appreciation for your continued trust in and support of The Walt Disney Company. We remain committed to delivering sustainable growth, strong governance and long-term value for all shareholders.

James P. Gorman

Chairman of the Board

Fiscal 2025 was a year of great progress for The Walt Disney Company as we advanced our strategic priorities and charted a path for the future. We continued our focus on delivering the very best in entertainment for consumers and creating value for shareholders. Throughout the year, our results reflected the strength and global appeal of our Entertainment, Sports and Experiences businesses, as well as the tremendous talent and dedication of our people across the company. During the fiscal year:

•We elevated our creative output, with content reflecting our commitment to quality and world-class storytelling. Over the past two years, the Company delivered six hit franchise films that each generated more than $1 billion at the global box office. Over this same period, no other Hollywood studio achieved even one release surpassing the $1 billion mark. For calendar 2025, this included our release of three films that each exceeded the $1 billion milestone and contributed to total global box office receipts for the Company of more than $6.5 billion — the biggest box office year for any studio since 2019. Our theatrical successes demonstrate the cross-generational appeal of Disney’s storytelling and IP worldwide, reinforcing our optimism in our creative direction. Looking ahead, we are excited about our upcoming film slate, including numerous highly anticipated titles such as The Devil Wears Prada 2, The Mandalorian and Grogu, Toy Story 5, live action Moana and Avengers: Doomsday.

•We increased the profitability of our streaming business. In fiscal 2025, our Entertainment DTC business generated $1.3 billion in operating income, representing a remarkable improvement of nearly $5 billion in just three years. Looking ahead, we are focused on delivering strong growth as we continue to enhance our product with an ongoing pipeline of high-quality content; integrating Disney+ and Hulu into a unified one-app experience—an offering no other company can match and one that enhances convenience, personalization and long-term subscriber value; expanding our international reach by strategically investing in local content; and improving the user experience through greater personalization, advanced recommendation engines and more intuitive navigation.

•We continued ESPN’s evolution as the preeminent digital sports platform. This past year, we ushered in a new era for sports fans with the launch of ESPN’s full direct-to-consumer service and enhanced ESPN app, making ESPN’s complete suite of networks and services available directly to consumers for the first time. This brings our deep portfolio of sports properties to an ever-broader array of audiences, reinforcing ESPN’s strong position as a leader in sports and fulfilling our mission to serve sports fans anytime, anywhere.

•We advanced our ambitious investment plans across our Experiences segment. We have more expansion projects underway at each of our theme parks globally than ever before, including the largest expansion ever of Magic Kingdom at Walt Disney World, as well as five additional cruise ships scheduled for launch beyond fiscal 2026 and a new theme park planned for development in Abu Dhabi. These strategic investments will strengthen our best-in-class experiential offerings and fuel our ability to continue appealing to new and global audiences.

Our achievements reflect the work we have done to successfully navigate a period of intense industry disruption, further establish a strong foundation for growth and solidify our businesses for the future. Strategic success across these initiatives drove financial results in fiscal 2025, leading to Diluted EPS growth of 152% and Adjusted EPS growth of 19% compared to the prior year. We also delivered meaningful growth in shareholder returns, including a 50% increase in our dividend to $1.50 and a 100% increase in our target share repurchase in fiscal 2026. Looking forward, we are confident in our ability to leverage our unrivaled portfolio of beloved brands and franchises and deepen engagement with our global fan base.

As I reflect on all that we’ve accomplished, both in fiscal 2025 and since I returned to the company in 2022, I am inspired and energized by the opportunities before us. Through our strategic vision and unmatched collection of businesses, we continue to tell great stories that are reaching more people, in more places, in more ways than ever before. I am grateful to our leadership team for their dedication and vision during this transformative period, and I’m grateful to you, our shareholders, for your continued support of this remarkable company.

Robert A. Iger

Chief Executive Officer

Notice of 2026 Annual Meeting

The 2026 Annual Meeting of Shareholders of The Walt Disney Company will be held virtually at

www.virtualshareholdermeeting.com/DIS2026 (please see “Attendance at the Meeting” below.)

Meeting Details

Items of Business

Shareholders of record of The Walt Disney Company common stock (NYSE: DIS) at the close of business on January 20, 2026, are entitled to vote at the meeting and any postponements or adjournments of the meeting. A list of these shareholders is available during ordinary business hours at the offices of the Company in Burbank, California.

Attendance at the Meeting

To attend the virtual annual meeting, you must be a shareholder on the record date and have previously registered to attend the meeting. Register to attend the virtual meeting on or before 10:00 AM PT on March 17, 2026 by visiting www.ProxyVote.com/Disney and selecting ”Attend a Meeting” after you enter the 16-digit control number found on your proxy card, voting instruction form or notice. You will receive a confirmation email with information on how to attend the meeting. After you have registered, you will be able to participate in the annual meeting by visiting www.virtualshareholdermeeting.com/DIS2026 and entering the same 16-digit control number you used to pre-register. Beneficial shareholders should follow the instructions provided on the voting instruction form, email or Notice of Internet Availability provided by your broker, bank or other nominee.

Participation in the meeting is limited due to the capacity of the host platform and access to the meeting will be accepted on a first-come, first-served basis once electronic entry begins. Electronic entry to the meeting will begin at 9:00 AM PT and the meeting will begin promptly at 10:00 AM PT. If you encounter difficulties accessing the virtual meeting, please call the technical support number that will be posted at www.virtualshareholdermeeting.com/DIS2026. If you cannot attend the meeting or if you are not a shareholder of record, you can still listen to the meeting, which will be live-streamed on our Investor Relations website.

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding expectations, beliefs, business plans, changes to the Board of Directors, succession, governance and other statements that are not historical in nature. These statements are made on the basis of the Company’s views and assumptions regarding future events and business performance and plans as of the time the statements are made. The Company does not undertake any obligation to update these statements unless required by applicable laws or regulations and you should not place undue reliance on forward-looking statements.

Actual results may differ materially from those expressed or implied. Such differences may result from actions taken by the Company, including restructuring or strategic initiatives (including capital investments, asset acquisitions or dispositions, new or expanded business lines or cessation of certain operations), our execution of our business plans (including the content we create and IP we invest in, our pricing decisions, our cost structure and our management and other personnel decisions), our ability to quickly execute on cost rationalization while preserving revenue, the discovery of additional information or other business decisions, as well as from developments beyond the Company’s control, including: the occurrence of subsequent events; deterioration in domestic and global economic conditions or failure of conditions to improve as anticipated; deterioration in or pressures from competitive conditions, including competition to create or acquire content, competition for talent and competition for advertising revenue; consumer preferences and acceptance of our content, offerings, pricing model and price increases, and corresponding subscriber additions and churn, and the market for advertising sales on our direct-to-consumer (“DTC”) services and linear networks; health concerns and their impact on our businesses and productions; international, including tariffs and other trade policies, political or military developments; regulatory and legal developments; technological developments; labor markets and activities, including work stoppages; adverse weather conditions or natural disasters; and availability of content. Such developments may further affect entertainment, travel and leisure businesses generally and may, among other things, affect (or further affect, as applicable): our operations, business plans or profitability, including DTC profitability; demand for our products and services; the performance of the Company’s content; our ability to create or obtain desirable content at or under the value we assign the content; the advertising market for programming; taxation; and performance of some or all Company businesses either directly or through their impact on those who distribute our products.

Additional factors are set forth in the Company’s Annual Report on Form 10-K for the year ended September 27, 2025, under the captions “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” and subsequent filings with the Securities and Exchange Commission (the “SEC”), including, among others, Quarterly Reports on Form 10-Q.

Table of Contents

The Walt Disney Company (500 South Buena Vista Street, Burbank, California 91521) is providing you with this proxy statement relating to its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). The Company expects to commence mailing of its proxy materials to shareholders on or about January 22, 2026. References to the “Company,” “Disney,” “we,” “us” or “our” in this proxy statement refer collectively to The Walt Disney Company and the subsidiaries through which our various businesses are actually conducted. The Company’s website and social media feeds and the information contained or linked therein or otherwise connected thereto are not part of or incorporated by reference into this proxy statement, regardless of any reference to such website or social media feeds in this proxy statement.