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Item 5. Other Information

2025-08-29 compared with 2025-06-06 · 21 added, 31 removed, 114 unchanged (31% of the section changed)

1 unchanged sentence

Security Trading Plans of Directors and Executive Officers

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:

On March 17, 2025 , C.

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.

McMillon will sell an aggregate 233,000 shares of common stock.

The plan will terminate in May 2026 .

On March 17, 2025 , John Furner , Executive Vice President, President and Chief Executive Officer, Walmart U.S.

, 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.

Furner will sell an aggregate 157,500 shares of common stock.

The plan will terminate in May 2026 .

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, as such terms are defined under Item 408(a) of Regulation S-K, during the Company's fiscal quarter ended July 31, 2025.

Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934

Section 13(r) of the Securities Exchange Act of 1934, as amended, requires an issuer to disclose certain information in its periodic reports if it or any of its affiliates knowingly engaged in certain activities, transactions or dealings with individuals or entities subject to specific U.S.

economic sanctions during the reporting period.

The Company has identified transactions between Builders, which specializes in retail home improvement and construction materials and is a division of its subsidiary Massmart Retail (Pty) Ltd., and a customer that appears to be the Embassy of Iran in Pretoria, South Africa (the "Embassy").

The Company recently became aware that beginning in June 2021 and continuing during the fiscal quarter ended July 31, 2025, the Company had multiple ordinary retail sales transactions to the Embassy of general construction materials valued at approximately $9,300, based on current exchange rates, including a small amount in August 2025.

We are unable to accurately calculate the net profit attributable to these sales transactions, but it would be significantly less than the gross sales amount.

The Company does not plan to continue selling to the Embassy in the future.

Cautionary Statement Regarding Forward-Looking Statements

3 unchanged sentences

The forward-looking statements in this report include, among other things:

• statements in Note 6 to those Condensed Consolidated Financial Statements regarding the possible outcome of, and future effect on Walmart's financial condition and results of operations of, certain litigation and other proceedings to which Walmart is a party, the possible outcome of, and future effect on Walmart's business of, certain other matters to which Walmart is subject, including the Company's ongoing opioids litigation, Walmart's ongoing indemnification obligation for the Asda Equal Value Claims, the Company's Money Transfer Agent Services Matters, the Mexico Antitrust Matter, the India Foreign Direct Investment Matters, the India Antitrust Matter, and the liabilities, losses, expenses and costs that Walmart may incur in connection with such matters;

• statements in Note 6 to those Condensed Consolidated Financial Statements regarding the possible outcome of, and future effect on Walmart's financial condition and results of operations of, certain litigation and other proceedings to which Walmart is a party, the possible outcome of, and future effect on Walmart's business of, certain other matters to which Walmart is subject, including the Company's ongoing opioids litigation, the False Claims Act Litigation, Walmart's ongoing indemnification obligation for the Asda Equal Value Claims, the Company's Money Transfer Agent Services Matters, the Driver Platform Matters, the Mexico Antitrust Matter, the Foreign Direct Investment Matters, the India Antitrust Matter, and the liabilities, losses, expenses and costs that Walmart may incur in connection with such matters;

• in Part I, Item 2 " Management's Discussion and Analysis of Financial Condition and Results of Operations ":

statements under the caption " Overview " regarding future changes to our business and our expectations about the potential impacts on our business, financial position, results of operations or cash flows as a result of macroeconomic factors such as geopolitical conditions, supply chain disruptions, volatility in employment trends, and consumer confidence;

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;

statements under the caption " Overview " regarding future changes to our business and our expectations about the potential impacts on our business, financial position, results of operations or cash flows as a result of macroeconomic factors such as geopolitical conditions, tariffs and trade restrictions, supply chain disruptions, volatility in employment trends and consumer confidence;

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 sourcing, pricing, merchandising, inventory management and other strategies in response to cost increases;

a statement under the caption " Overview " relating to management's expectations regarding the timing of cash tax payments;

statements under the caption " Company Performance Metrics - Growth " regarding our strategy to serve customers through a seamless omnichannel experience;

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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;

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;

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;

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;

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 2026;

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;

a statement under the caption " Liquidity and Capital Resources - Liquidity - Net Cash 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;

49 unchanged sentences

• delays in the opening of new, expanded, relocated or remodeled units;

• developments in, and the outcome of, legal and regulatory proceedings and investigations to which Walmart is a party or is subject, and the liabilities, obligations and expenses, if any, that Walmart may incur in connection therewith;

• changes in the credit ratings assigned to the Company's commercial paper and debt securities by credit rating agencies;

23 unchanged sentences

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

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

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

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

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

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

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

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

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

2 unchanged sentences

Exhibit 32.2** Chief Financial Officer Section 906 Certification

Exhibit 99.1* Non-MDL Opioid Litigation Case Citations

Exhibit 99.1* Non-MDL Opioid -R elated Litigation Case Citations

Exhibit 101.INS* Inline XBRL Instance Document

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Exhibit 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document

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)

Exhibit 104 The cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended July 31, 2025, formatted in Inline XBRL (included in Exhibit 101)

* Filed herewith as an Exhibit.

1 unchanged sentence

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.

June 6, 2025 By:

August 29, 2025 By:

Douglas McMillon

2 unchanged sentences

(Principal Executive Officer)

June 6, 2025 By:

August 29, 2025 By:

/s/ John David Rainey

2 unchanged sentences

(Principal Financial Officer)

June 6, 2025 By:

August 29, 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.

What changed 10-Q

Item 5. Other Information