What changed in this filing

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Item 9A. Controls and Procedures

2026-03-13 compared with 2025-03-14 · 36 added, 22 removed, 145 unchanged (29% of the section changed)

23 unchanged sentences

Security Trading Plans of Directors and Executive Officers

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.

Under the terms of the plan, Ms.

McLay will sell an aggregate 40,000 shares of common stock.

The plan will terminate in December 2025 .

On December 24, 2025 , Chris Nicholas , 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.

Under the terms of the plan, Mr.

Nicholas will sell an aggregate 34,800 shares of common stock in trades scheduled from April 2026 through March 2027.

The plan will terminate in March 2027 .

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

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.

The information provided pursuant to Section 13(r) of the Exchange Act in Part II, Item 5 Other Information of the Company's Quarterly Reports on Form 10-Q for the quarters ended July 31, 2025 and October 31, 2025 , is incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

12 unchanged sentences

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.

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.

The Company believes the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any applicable Nasdaq listing standards.

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.

38 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

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

4.8* Description of Registrant's Securities

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)

1 unchanged sentence

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)

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)

10.3* Walmart Inc.

2016 Associate Stock Purchase Plan, as amended effective February 4 , 202 6 (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)

1 unchanged sentence

10.6 Walmart Inc.

Director Compensation Deferral Plan, as amended effective February 1, 2018 is incorporated by reference to Exhibit 10(f) 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)

Stock Incentive Plan of 202 5 is incorpo rated by reference to Exhibit 4.1 to the Registration Statement on Form S-8 filed Decem ber 18, 2025 (C)

10.7* Walmart Inc.

Director Compensation Deferral Plan, as amended effective February 1, 2018 (C)

10.8 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)

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(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)

10.9 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)

10.11 Form of Walmart Inc.

Stock Incentive Plan of 2025 Global Restricted Stock Notification of Award and Terms and Conditions of Award is incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q of the Company for the quarter ended October 31, 2025 , filed on December 3, 2025 (C)

10.12 Form of Walmart Inc.

Stock Incentive Plan of 2025 Global Share-Settled Performance Based Restricted Stock Unit Notification and Terms and Conditions is incorporated by reference to Exhibit 10.3 of the Quarterly Report on Form 10-Q of the Company for the quarter end October 31, 2025 , filed on December 3, 2025 (C)

10.13 Walmart Inc.

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)

Share Issuance and Acquisition Agreement by and Between Flipkart Private Limited and Walmart Inc.

10.14 Post Termination Agreement and Covenant Not to Compete by and 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)

10.15 Share Issuance and Acquisition Agreement by and b etween Flipkart Private Limited and Walmart Inc.

dated as of May 9, 2018 is incorporated herein by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended July 31, 2018 filed on September 6, 2018 (portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.)

Counterpart Form of Share Purchase Agreement by and Among Wal-Mart International Holdings, Inc., the shareholders of Flipkart Private Limited identified on Schedule I thereto, Fortis Advisors LLC and Walmart Inc.

10.16 Counterpart Form of Share Purchase Agreement by and a mong Wal-Mart International Holdings, Inc., the shareholders of Flipkart Private Limited identified on Schedule I thereto, Fortis Advisors LLC and Walmart Inc.

dated as of May 9, 2018 is incorporated herein by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended July 31, 2018 filed on September 6, 2018 (portions of this exhibit have been omitted and filed separately with the SEC pursuant to a request for confidential treatment.)

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)

10.17 Retirement Agreement by and 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)

10.18 Retirement Agreement by and between the Company and Doug McMillon dated November 13 , 202 5 is incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended Oc tober 31, 202 5 filed on December 3 , 202 5 (C)

10.19* Separation Agreement between the Company and Kathryn McLay dated January 28, 2026 (C)

Insider Trading Policy

5 unchanged sentences

32.2** Chief Financial Officer Section 906 Certification

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

99.1* Non-MDL Opioids Litigation Case Citations

97.1* Walmart Executive Compensation Recoupment Policy

101.INS* Inline XBRL Instance Document

15 unchanged sentences

Pursuant to the requirements of Section 13 or 15(d) 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.

March 14, 2025 By /s/ C.

Douglas McMillon

March 13, 2026 By /s/ John R.

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

March 14, 2025 By /s/ C.

Douglas McMillon

March 13, 2026 By /s/ John R.

President and Chief Executive Officer and Director

6 unchanged sentences

(Principal Financial Officer)

March 14, 2025 By /s/ David M.

March 13, 2026 By /s/ Dwayne M.

Senior Vice President and Controller

8 unchanged sentences

March 13, 2026 By /s/ Marissa A.

March 13, 2026 By /s/ C.

Douglas McMillon

March 13, 2026 By /s/ Shishir Mehrotra

Shishir Mehrotra

March 13, 2026 By

7 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.

What changed 10-K

Item 9A. Controls and Procedures