8 unchanged sentences
Changes may include such activities as implementing new, more efficient systems, updating existing systems, automating manual processes, standardizing controls globally, migrating certain processes to our shared services organizations and increasing monitoring controls.
−Removed: We are currently upgrading our financial system in stages, beginning in our U.S.
−Removed: and Canadian markets, including our general ledger which was upgraded for these markets during fiscal 2024.
−Removed: Our financial system is a significant component of our internal control over financial reporting.
−Removed: We will continue to implement other components of our new financial system in stages, and each implementation will impact our internal control over financial reporting.
+Added: We are continuing to upgrade our financial systems globally, and modernize functions across the business which will impact our internal control over financial reporting.
An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2025 was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer.
12 unchanged sentences
Security Trading Plans of Directors and Executive Officers
−Removed: None of the Company's directors or executive officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended January 31, 2024, as such terms are defined under Item 408(a) or Regulation S-K.
+Added: On November 22, 2024 , Kathryn McLay , Executive Vice President, President and Chief Executive Officer , Walmart International, entered into a stock trading plan designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.
+Added: Under the terms of the plan, Ms.
+Added: McLay will sell an aggregate 40,000 shares of common stock.
+Added: The plan will terminate in December 2025 .
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
9 unchanged sentences
Business " above contains information relating to the availability of a copy of our Reporting Protocols for Senior Financial Officers and our Code of Conduct and the posting of amendments to and any waivers of the Reporting Protocols for Senior Financial Officers and our Code of Conduct on our website.
+Added: The Company has an insider trading policy ("Insider Trading Policy") that governs the purchase, sale and other dispositions of Walmart securities by its directors, officers, associates and the Company itself.
+Added: The Insider Trading Policy states, among other things, that our directors, officers and associates are prohibited from trading in such securities while in possession of material, nonpublic information.
+Added: The Company is also prohibited from trading in Walmart securities while in possession of material, nonpublic information related to the Company unless such trading activity complies with all applicable securities laws.
+Added: The Company believes the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable NYSE listing standards.
+Added: The foregoing summary of our Insider Trading Policy does not purport to be complete and is qualified by reference to the Insider Trading Policy filed as Exhibit 19 to this Annual Report on Form 10-K.
EXECUTIVE COMPENSATION
37 unchanged sentences
Morgan Trust Company, National Association, as Trustee, is incorporated herein by reference to Exhibit 4(S) to Current Report on Form 8-K filed on June 26, 2018
−Removed: 4.8* Description of Registrant's Securities
−Removed: 10.1* Walmart Inc.
−Removed: Deferred Compensation Matching Plan, as amended and restated effective November 8 , 20 2 3 (C)
+Added: Description of Registrant's Securities is incorporated by reference to Exhibit 4.8 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2024 filed on March 15, 2024
+Added: Deferred Compensation Matching Plan, as amended and restated effective November 8, 2023 is incorporated by reference to Exhibit 10.1 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2024 filed on March 15, 2024 (C)
10.2 Walmart Inc.
Management Incentive Plan, as amended effective February 1, 2018 is incorporated by reference to Exhibit 10(b) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2018, filed on March 30, 2018 (C)
−Removed: 2016 Associate Stock Purchase Plan, as amended effective February 1, 20 24 (C)
+Added: 2016 Associate Stock Purchase Plan, as amended effective February 1, 2024 is incorporated by reference to Exhibit 10.3 to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2024 filed on March 15, 2024 (C)
10.4 Walmart Inc.
Stock Incentive Plan of 2015, as amended effective February 1, 2018 is incorporated by reference to Exhibit 10(d) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2018, filed on March 30, 2018 (C)
−Removed: Supplemental Executive Retirement Plan, as amended and restated effective February 1, 2023 is incorporated by reference to Exhibit 10.
−Removed: 5 to the Annual Report on Form 10- K of the Company for the fiscal year ended January 31, 2023 filed on March 17 , 2023 (C)
+Added: Supplemental Executive Retirement Plan, as amended and restated effective February 1, 2023 is incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2023 filed on March 17, 2023 (C)
10.6 Walmart Inc.
1 unchanged sentence
10.7 Form of Post-Termination Agreement and Covenant Not to Compete with attached Schedule of Executive Officers who have executed a Post-Termination Agreement and Covenant Not to Compete is incorporated by reference to Exhibit 10(p) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2011, filed on March 30, 2011 (C)
−Removed: 10.7(a)* Amended Schedule of Executive Officers who have executed a Post-Termination Agreement and Covenant Not to Compete in the form filed as Exhibit 10(p) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2011 (C)
+Added: Amended Schedule of Executive Officers who have executed a Post-Termination Agreement and Covenant Not to Compete in the form filed as Exhibit 10(p) to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2011 is incorporated by reference to Exhibit 10.7 (a) to the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2024 filed on March 15, 2024 (C)
10.8 Form of Walmart Inc.
2 unchanged sentences
Stock Incentive Plan of 2015 Global Share-Settled Performance-Based Restricted Stock Unit Notification and Terms and Conditions is incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2022, filed on March 18, 2022 (C)
−Removed: Officer Deferred Compensation Plan, as amended and restated effective February 1, 202 3 is incorporated by reference to Exhibit 10.
−Removed: 10 to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2023 filed on March 17, 2023 (C)
+Added: Officer Deferred Compensation Plan, as amended and restated effective February 1, 2023 is incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K of the Company for the fiscal year ended January 31, 2023 filed on March 17, 2023 (C)
Post Termination Agreement and Covenant Not to Compete between the Company and Suresh Kumar dated June 6, 2019 is incorporated herein by reference to Exhibit 10.16 to the Annual Report on Form 10-K for the fiscal year ended January 31, 2020 filed on March 20, 2020 (C)
−Removed: Retirement Agreement between the Company and M.
−Removed: Brett Biggs dated November 29, 2021 is incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on November 29, 2021 (C)
Share Issuance and Acquisition Agreement by and Between Flipkart Private Limited and Walmart Inc.
3 unchanged sentences
Retirement Agreement between the Company and Judith McKenna dated August 16, 2023 is incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended July 31, 2023 filed on September 1, 2023 (C)
+Added: Insider Trading Policy
List of the Company's Significant Subsidiaries
4 unchanged sentences
32.2** Chief Financial Officer Section 906 Certification
−Removed: Walmart Executive Compensation Recoupment Policy
−Removed: 99.1* Certain Federal and State Court Opioids Litigation Case Citations and Currently Scheduled Trial Dates
+Added: Walmart Executive Compensation Recoupment Polic y is incorporated by reference to Exhibit 97.1 to the Com pa ny 's Annual Report on Form 10-K for the fiscal year ended January 31, 202 4 filed on March 15, 2024
+Added: 99.1* Non-MDL Opioids Litigation Case Citations
101.INS* Inline XBRL Instance Document
42 unchanged sentences
March 14, 2025 By /s/ Marissa A.
+Added: March 14, 2025 By
+Added: /s/ Robert E.
+Added: March 14, 2025 By
+Added: /s/ Brian Niccol
March 14, 2025 By /s/ Randall L.
−Removed: March 15, 2024 By /s/ S.
−Removed: Robson Walton
−Removed: Robson Walton
March 14, 2025 By /s/ Steuart L.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.