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Security Trading Plans of Directors and Executive Officers
−Removed: On September 6, 2024 , John David Rainey , Executive Vice President and Chief Financial Officer , entered into a stock trading plan designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.
+Added: During the Company's fiscal quarter ended April 30, 2025, the following Section 16 officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement:
+Added: On March 17, 2025 , C.
+Added: Douglas McMillon , President and Chief Executive Officer, entered into a stock trading plan designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934.
Under the terms of the plan, Mr.
−Removed: Rainey may sell an aggregate 95,800 shares of common stock.
−Removed: The plan will terminate on December 1, 2025 .
−Removed: Rainey's existing Rule 10b5-1 plan, which was entered into on March 24, 2023, expires when the last trade is executed on December 2, 2024.
+Added: McMillon will sell an aggregate 233,000 shares of common stock.
+Added: The plan will terminate in May 2026 .
+Added: On March 17, 2025 , John Furner , Executive Vice President, President and Chief Executive Officer, Walmart U.S.
+Added: , 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, Mr.
+Added: Furner will sell an aggregate 157,500 shares of common stock.
+Added: The plan will terminate in May 2026 .
Cautionary Statement Regarding Forward-Looking Statements
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statements under the caption " Overview " relating to the possible impact of inflationary pressures and volatility in currency exchange rates on the results, including net sales and operating income, of Walmart and the Walmart International segment, as well as our pricing and merchandising strategies in response to cost increases;
−Removed: statements under the caption " Company Performance Metrics - Growth " regarding our strategy to serve customers through a seamless omni-channel experience;
+Added: statements under the caption " Company Performance Metrics - Growth " regarding our strategy to serve customers through a seamless omnichannel experience;
statements under the caption " Company Performance Metrics - Margin " regarding our strategy to improve operating income margin through productivity initiatives as well as category and business mix;
statements under the caption " Company Performance Metrics - Returns " regarding our belief that returns on capital will improve as we execute on our strategic priorities;
−Removed: statements under the caption " Results of Operations - Consolidated Results of Operations " regarding the possibility of fluctuations in Walmart's effective income tax rate
−Removed: from quarter to quarter and the factors that may cause those fluctuations;
−Removed: a statement under the caption " Results of Operations - Sam's Club Segment " relating to the possible continuing impact of volatility in fuel prices on the future operating results of the Sam's Club segment;
−Removed: a statement under the caption " Liquidity and Capital Resources - Liquidity " that Walmart's sources of liquidity will be adequate to fund its operations, finance its global investment activities, pay dividends and fund share repurchases;
−Removed: a statement under the caption " Liquidity and Capital Resources - Liquidity - Net Cash Used in Financing Activities - Dividends " regarding the payment of annual dividends in fiscal 2025;
−Removed: a statement under the caption " Liquidity and Capital Resources - Liquidity - Net Cash Used in Financing Activities - Company Share Repurchase Program " regarding funding of our share repurchase program;
+Added: statements under the caption " Results of Operations - Consolidated Results of Operations " regarding the possibility of fluctuations in Walmart's effective income tax rate from quarter to quarter and the factors that may cause those fluctuations;
+Added: a statement under the caption " Results of Operations - Sam's Club U.S.
+Added: Segment " relating to the possible continuing impact of volatility in fuel prices on the future operating results of the Sam's Club U.S.
+Added: a statement under the caption " Liquidity and Capital Resources - Liquidity " that Walmart's sources of liquidity will be adequate to fund its operations, finance its investment activities, pay dividends and fund share repurchases;
+Added: a statement under the caption " Liquidity and Capital Resources - Liquidity - Net Cash Provided By ( Used in ) Financing Activities - Dividends " regarding the payment of annual dividends in fiscal 2026;
+Added: a statement under the caption " Liquidity and Capital Resources - Liquidity - Net Cash Provided By ( Used in ) Financing Activities - Company Share Repurchase Program " regarding funding of our share repurchase program;
+Added: a statement under the caption " Liquidity and Capital Resources - Liquidity - Net Cash Provide d By ( Used in) Financing Activities - Material Cash Requirements " regarding funding of our material cash requirements from operating activities;
statements under the caption " Liquidity and Capital Resources - Capital Resources " regarding management's expectations regarding the Company's cash flows from operations, current cash position, short-term borrowings and access to capital markets continuing to be sufficient to meet its anticipated cash requirements and contractual obligations, the Company's commercial paper and long-term debt ratings continuing to enable it to refinance its debts at favorable rates, factors that could affect its credit ratings, and the effect that lower credit ratings would have on its access to capital and credit markets and borrowing costs;
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Risks, Factors and Uncertainties Regarding Our Business
−Removed: These forward-looking statements are subject to risks, uncertainties and other factors, domestically and internationally, including:
+Added: These forward-looking statements are subject to risks, uncertainties and other factors, domestically and internationally.
+Added: We, along with other retail companies, are influenced by a number of factors including, but not limited to:
Economic Factors
• economic, geopolitical, capital markets and business conditions, trends and events around the world and in the markets in which Walmart operates;
+Added: • changes or modifications in tariff rates or the imposition of new tariffs or new taxes on imports;
+Added: • changes or modifications in trade restrictions or the imposition of new trade restrictions;
• currency exchange rate fluctuations;
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• changes in existing tax, labor and other laws and changes in tax rates, including the enactment of laws and the adoption and interpretation of administrative rules and regulations, including those related to worker classification;
−Removed: • the imposition of new taxes on imports, new tariffs and changes in existing tariff rates;
−Removed: • the imposition of new trade restrictions and changes in existing trade restrictions;
• adoption or creation of new, and modification of existing, governmental policies, programs, initiatives and actions in the markets in which Walmart operates and elsewhere and actions with respect to such policies, programs and initiatives;
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Amended and Restated Bylaws of the Company dated November 10, 2022 are incorporated herein by reference to Exhibit 3.1 to the Report on Form 8-K filed by the Company on November 16, 2022
+Added: Series Term s Certificate Pursuant to the Indenture Relating to Floating Rate Notes Due 2027 of the Company is incorporated herein by reference to Exhibit 4.1 to the Report on Form 8-K filed by the Company on April 28, 2025
+Added: S eries Terms Certificate Pursuant to the Indenture Relating to 4.100% Notes Due 2027 of the Company is incorporated herein by reference to Exhibit 4.2 to the Report on Form 8-K filed by the Company on April 28, 2025
+Added: S eries Terms Certificate Pursuant to the Indenture Relating to 4.350% Notes Due 20 30 of the Company is incorporated herein by reference to Exhibit 4.3 to the Report on Form 8-K filed by the Company on April 28, 2025
+Added: S eries Terms Certificate Pursuant to the Indenture Relating to 4.900% Notes Due 2035 of the Company is incorporated herein by reference to Exhibit 4.4 to the Report on Form 8-K filed by the Company on April 28, 2025
+Added: Form of Global Note to represent the Floating Rate Notes Due 2027 of the Company is inc orporated herein by reference to Exhibit 4.5 to the Report on Form 8-K filed by the Company on April 28, 2025
+Added: F or m of Global Note to represent the 4.100% Notes Due 2027 of the Company is incorporated herein by reference to Exhibit 4.6 to the Report on Form 8-K filed by the Company on April 28, 2025
+Added: F orm of Global Note to represent the 4.350% Notes Due 2030 of the Company is incorporated herein by reference to Exhibit 4.7 to the Report on Form 8-K filed by the Company on April 28, 2025
+Added: F orm of Global Note to represent the 4.900% Notes Due 2035 of the Company is incorporated herein by reference to Exhibit 4.8 to the Report on Form 8-K filed by the Company on April 28, 2025
Exhibit 31.1* Chief Executive Officer Section 302 Certification
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Exhibit 32.2** Chief Financial Officer Section 906 Certification
−Removed: Exhibit 99.1* Opioids-Related Litigation Case Citations and Currently Scheduled Trial Dates
+Added: Exhibit 99.1* Non-MDL Opioid Litigation Case Citations
Exhibit 101.INS* Inline XBRL Instance Document
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Exhibit 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: Exhibit 104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended October 31, 2024, formatted in Inline XBRL (included in Exhibit 101)
+Added: Exhibit 104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended April 30, 2025, formatted in Inline XBRL (included in Exhibit 101)
* Filed herewith as an Exhibit.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
−Removed: December 6, 2024 By:
+Added: June 6, 2025 By:
Douglas McMillon
2 unchanged sentences
(Principal Executive Officer)
−Removed: December 6, 2024 By:
+Added: June 6, 2025 By:
/s/ John David Rainey
2 unchanged sentences
(Principal Financial Officer)
−Removed: December 6, 2024 By:
+Added: June 6, 2025 By:
Senior Vice President and Controller
1 unchanged sentence
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.