Item 5. Other Items

Rule 10b5-1 Trading Arrangements

On May 20, 2025 and May 23, 2025, respectively, Robert A. Iger, the Company’s Chief Executive Officer and a Director on the Company’s Board of Directors, and Sonia L. Coleman, the Company’s Senior Executive Vice President, Chief Human Resources Officer, each adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. Mr. Iger’s trading plan provides for the sale of up to 272,331 gross shares of the Company’s common stock (which includes the potential exercise of vested stock options granted to Mr. Iger on December 17, 2015, which will expire December 17, 2025, and the associated sale of shares of the Company’s common stock, excluding any shares used to effect a cashless exercise or withheld to satisfy tax withholding obligations in connection with the exercise or net settlement of the option awards). Ms. Coleman’s trading plan provides for the sale of up to 18,955 gross shares of the Company’s common stock (which includes shares vesting during the duration of the trading plan pursuant to certain equity awards previously granted to Ms. Coleman and shares underlying performance-based equity awards calculated at target), plus related dividend-equivalent shares subsequently earned with respect to such shares and excluding any shares withheld to satisfy tax withholding obligations in connection with the net settlement of the equity awards. Mr. Iger’s trading plan is scheduled to terminate on December 16, 2025 and Ms. Coleman’s trading plan is scheduled to terminate on July 31, 2026, in each case, subject to early termination.

Developments

In August 2025, ESPN and the National Football League (NFL) reached a non-binding agreement for ESPN to acquire the NFL Network and certain other media assets owned and controlled by the NFL, including NFL’s RedZone Channel pay TV distribution and NFL Fantasy, in exchange for a 10% noncontrolling interest of ESPN. This planned transaction is subject to the parties entering into definitive agreements, regulatory and other approvals and other customary closing conditions. Upon consummation of this planned transaction, the Company would have an effective 72% interest in ESPN and retain majority board control, with Hearst and the NFL holding 18% and 10%, respectively.