迪士尼美股招股说明书(2026-02-12版)

$500,000,000 Floating Rate Notes due 2029$1,000,000,000 3.750% Notes due 2029$1,500,000,000 4.000% Notes due 2031$1,000,000,000 4.625% Notes due 2036 Guaranteed by TWDC Enterprises 18 Corp. The Walt Disney Company (“Disney,” the “Company,” “we,” “us” or “our”) is offering $500,000,000 aggregate principal amount of its floating rate notes due 2029 (the “floating ratenotes”), $1,000,000,000 aggregate principal amount of its 3.750% notes due 2029 (the “2029 notes”), $1,500,000,000 aggregate principal amount of its 4.000% notes due 2031 (the “2031notes”) and $1,000,000,000 aggregate principal amount of its 4.625% notes due 2036 (the “2036 notes” and, collectively with the 2029 notes and the 2031 notes, the “fixed rate notes”). Thefloating rate notes and the fixed rate notes are referred to herein collectively as the “notes”. The floating rate notes will bear interest at a rate per annum equal to a benchmark rate, which will initially be Compounded SOFR (as defined herein) plus 47basis points, accruingfrom February12, 2026. We will pay interest on the floating rate notes quarterly in arrears on each March14, June14, September14 and December14 of each year, commencing on June14,2026. The 2029 notes will bear interest at a rate of 3.750% per annum. We will pay interest on the 2029 notes semi-annually in arrears on March14 and September14 of each year,commencing on September14, 2026. The 2031 notes will bear interest at a rate of 4.000% per annum. We will pay interest on the 2031 notes semi-annually in arrears on March14 andSeptember14 of each year, commencing on September14, 2026. The 2036 notes will bear interest at a rate of 4.625% per annum. We will pay interest on the 2036 notes semi-annually inarrears on March14 and September14 of each year, commencing on September14, 2026. The floating rate notes will mature on March14, 2029. The 2029 notes will mature on March14, 2029, unless earlier redeemed. The 2031 notes will mature on March14, 2031, unlessearlier redeemed. The 2036 notes will mature on March14, 2036, unless earlier redeemed. The floating rate notes will not be subject to redemption at our option. We may redeem some or all of the fixed rate notes at any time or from time to time at our option at theredemption prices described in this prospectus supplement. See “Description of the Notes—Optional Redemption.” The notes will be our senior unsecured obligations and will rankpari passuwith our other unsecured and unsubordinated indebtedness from time to time outstanding. The notes will beguaranteed (the “guarantee”) on a senior unsecured basis by TWDC Enterprises 18 Corp. (the “Guarantor” or “TWDC Enterprises”), our 100%-owned subsidiary. The guarantee will rankparipassuwith the Guarantor’s other unsecured and unsubordinated indebtedness from time to time outstanding. The notes will be issued in fully-registered, book-entry form in minimumdenominations of $2,000 and integral multiples of $1,000 in excess thereof. Investing in the notes involves risks. See “RiskFactors” beginning on page S-7 for a discussion of certain risks that should be considered in connectionwith an investment in the notes, as well as “RiskFactors” in our Annual Report on Form10-K for the fiscal year ended September27, 2025, our subsequentQuarterly Report on Form10-Q and the other filings with the Securities and Exchange Commission that are incorporated or deemed to be incorporated byreference in this prospectus supplement and the accompanying prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy oraccuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. (1)Plus accrued interest, if any, from February12, 2026. The notes will not be listed on any securities exchange. Currently, there is no public trading market for the notes. The underwriters expect to deliver the notes in fully-registered, book-entry form on or about February12, 2026 through the facilities of TheDepository Trust Company (“DTC”) andits direct and indirect participants, including Euroclear Bank S.A./N.V., or its successor as operator of the Euroclear System (“Euroclear”), and Clearstream Banking S.A. (“ClearstreamLuxembourg”). Table of Contents TABLE OF CONTENTS Prospectus Supplement CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF THE NOTESMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGWHERE YOU CAN FIND MORE INFORMATIONLEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSCAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTSRISK FACTORSTHE WALT DISNEY COMPANYTWDC ENTERPRISES 18 CORP.USE OF PROCEEDSGENERAL DESCRIPTION OF SECURITIESDESCRIPTION OF DEBT SECURITIES OF THE WALT DISNEY COMPANYDESCRIPTION OF PREFERRED STOCK OF THE WALT DISNEY COMPANYDESCRIPTION OF DEPOSITARY SHARES OF THE WALT DISNEY COM