8-KRegulation FDExhibits & Filings

Walt Disney Co 8-K Report, Regulation FD Disclosure (Jun 9, 2025)

Filed June 9, 2025For Securities:DIS

Summary

The Walt Disney Company (DIS) filed an 8-K on June 9, 2025, to disclose the final resolution of the purchase of NBC Universal's (NBCU) 33% stake in Hulu, LLC. Following a stipulated appraisal process, Disney will pay NBCU an additional $438.7 million. This payment is a result of the final equity fair value of Hulu being determined to be higher than the previously paid guaranteed floor value of $27.5 billion, which Disney had already paid approximately $8.6 billion for in December 2023. The acquisition is expected to close by July 24, 2025. While this additional payment will reduce Disney's reported net income attributable to Disney for the fiscal third quarter, it is anticipated to be excluded from the company's Adjusted Earnings Per Share (EPS) calculation. This means Disney's prior guidance for fiscal 2025 Adjusted EPS is not expected to be impacted.

Key Highlights

  • 1Disney to pay an additional $438.7 million to NBCU for its 33% stake in Hulu.
  • 2The final payment amount is based on a contractual appraisal process that concluded on June 9, 2025.
  • 3The acquisition of NBCU's Hulu interest is scheduled to close on or before July 24, 2025.
  • 4The additional payment will be recorded as a reduction in 'Net income attributable to Disney' for the fiscal third quarter.
  • 5The $438.7 million payment is expected to be excluded from Disney's Adjusted EPS, thus not impacting fiscal 2025 Adjusted EPS guidance.
  • 6This resolution marks the culmination of a put/call arrangement initiated by NBCU in November 2023.

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