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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, as such terms are defined under Item 408(a) of Regulation S-K, during the Company's fiscal quarter ended July 31, 2025.
+Added: During the Company's fiscal quarter ended October 31, 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 September 5, 2025, 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 Exchange Act.
+Added: Under the terms of the plan, Mr.
+Added: Rainey is scheduled to sell an aggregate of 40,000 shares of common stock in trades scheduled in February and March 2026.
+Added: The plan will terminate on March 2, 2026 .
+Added: On September 19, 2025 , Daniel Danker , Executive Vice President, AI Acceleration, Product and Design , entered into a stock trading plan designed to comply with Rule 10b5-1 under the Exchange Act.
+Added: Under the terms of the plan, Mr.
+Added: Danker is scheduled to sell an aggregate of 109,976 shares of common stock (less shares withheld for taxes upon vesting of such shares) in trades scheduled in January and August 2026.
+Added: The plan will terminate on August 25, 2026 .
+Added: On September 22, 2025 , Donna Morris , Executive Vice President and Chief People Officer , entered into a stock trading plan designed to comply with Rule 10b5-1 under the Exchange Act.
+Added: Under the terms of the plan, Ms.
+Added: Morris is scheduled to sell, subject to a specified minimum stock price threshold, an aggregate of 148,665 shares of common stock (less shares withheld for taxes upon vesting of such shares) in trades scheduled beginning in January 2026.
+Added: The plan will terminate on the earlier of (i) July 13, 2026 or (ii) the sale of all applicable shares under the plan.
Disclosure Pursuant to Section 13(r) of the Securities Exchange Act of 1934
−Removed: 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.
+Added: Section 13(r) of the Exchange Act, 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.
−Removed: 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").
−Removed: 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.
+Added: As previously disclosed, the Company has identified transactions in South Africa between Builders, which specializes in retail home improvement and construction materials and is a division of its subsidiary Massmart Retail (Pty) Ltd.
+Added: ("Massmart"), and a customer that appears to be the Embassy of Iran in Pretoria, South Africa (the "Embassy").
+Added: In August 2025, the Company had multiple ordinary retail sales transactions to the Embassy of general construction materials valued at approximately $85.
+Added: During a review of Massmart business customers following discovery of the above transactions, the Company also identified transactions between Makro, a separate division of Massmart, and an individual apparently purchasing on behalf of the Embassy.
+Added: From April 2019 through October 1, 2025, the Company had multiple ordinary retail sales transactions with this individual valued at approximately $74,000, including approximately $3,500 during the fiscal quarter ended October 31, 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.
−Removed: The Company does not plan to continue selling to the Embassy in the future.
+Added: The Company does not plan to continue selling to the Embassy or this individual.
Cautionary Statement Regarding Forward-Looking Statements
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• economic, geopolitical, capital markets and business conditions, trends and events around the world and in the markets in which Walmart operates;
−Removed: • changes or modifications in tariff rates or the imposition of new tariffs or new taxes on imports;
+Added: • changes or modifications in tariff rates, exemptions therefrom or the imposition of new tariffs or new taxes on imports;
• changes or modifications in trade restrictions or the imposition of new trade restrictions;
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• unexpected changes in Walmart's objectives and plans;
−Removed: • the amount of shrinkage Walmart experiences;
+Added: • the amount of inventory shrinkage Walmart experiences;
• consumer acceptance of and response to Walmart's stores and clubs, eCommerce platforms, programs, merchandise offerings and delivery methods;
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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: Exhibit 10.1*
+Added: Retirement Agreement between the Company and Doug McMillon dated November 13, 2025
+Added: Exhibit 10.2*
+Added: Form of Walmart Inc.
+Added: Stock Incentive Plan of 2025 Global Restricted Stock Notification of Award and Terms and Conditions of Award
+Added: Exhibit 10.3*
+Added: Form of Walmart Inc.
+Added: Stock Incentive Plan of 2025 Global Share-Settled Performance-Based Restricted Stock Unit Notification of Award and Terms and Condition s of Award
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* Non-MDL Opioid -R elated Litigation Case Citations
+Added: Exhibit 99.1* Non-MDL Opioid-Related 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 July 31, 2025, 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 October 31, 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: August 29, 2025 By:
+Added: December 3, 2025 By:
Douglas McMillon
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(Principal Executive Officer)
−Removed: August 29, 2025 By:
+Added: December 3, 2025 By:
/s/ John David Rainey
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(Principal Financial Officer)
−Removed: August 29, 2025 By:
+Added: December 3, 2025 By:
Senior Vice President and Controller
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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.