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Item 5. Other Information

2026-05-29 compared with 2025-12-03 · 39 added, 44 removed, 114 unchanged (42% of the section changed)

1 unchanged sentence

Security Trading Plans of Directors and Executive Officers

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:

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.

During and subsequent to the Company's fiscal quarter ended April 30, 2026, the following Section 16 officers and directors adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement as part of each officer's or director's long-term asset diversification, tax, and financial planning strategies, and is in accordance with the Company's Insider Trading Policy:

On March 10, 2026 , C.

Douglas McMillon , a Director and former President and Chief Executive Officer of the Company , entered into a stock trading plan designed to comply with Rule 10b5-1 under the Exchange Act.

Under the terms of the plan, Mr.

Rainey is scheduled to sell an aggregate of 40,000 shares of common stock in trades scheduled in February and March 2026.

The plan will terminate on March 2, 2026 .

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.

McMillon is scheduled to sell an aggregate of 155,328 shares of common stock in trades scheduled from June 2026 through January 2027.

The plan will terminate on January 28, 2027 .

On March 12, 2026 , Daniel J.

Bartlett , Executive Vice President, Corporate Affairs , entered into a stock trading plan designed to comply with Rule 10b5-1 under the Exchange Act.

Under the terms of the plan, Mr.

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.

The plan will terminate on August 25, 2026 .

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.

Under the terms of the plan, Ms.

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.

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

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.

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.

("Massmart"), and a customer that appears to be the Embassy of Iran in Pretoria, South Africa (the "Embassy").

In August 2025, the Company had multiple ordinary retail sales transactions to the Embassy of general construction materials valued at approximately $85.

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.

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.

The Company does not plan to continue selling to the Embassy or this individual.

Bartlett is scheduled to sell, subject to a specified minimum stock price threshold, an aggregate of $15,000,000 of common stock in trades scheduled from July 2026 through July 1, 2029.

The plan will terminate on July 1, 2029 .

On March 12, 2026 , David Guggina , Executive Vice President, President and CEO, Walmart U.S.

, entered into a stock trading plan designed to comply with Rule 10b5-1 under the Exchange Act.

Under the terms of the plan, Mr.

Guggina is scheduled to sell an aggregate of up to 21,108 shares of common stock, net of shares withheld to cover taxes, upon vesting of restricted stock award, with trades scheduled to commence in June 2026.

The plan will terminate upon the completion of the sale of all applicable shares under the plan.

On March 27, 2026 , Suresh Kumar , Executive Vice President, Global Chief Technology Officer and Chief Development Officer , entered into a stock trading plan designed to comply with Rule 10b5-1 under the Exchange Act.

Under the terms of the plan, Mr.

Kumar is scheduled to sell, subject to a specified minimum stock price threshold, an aggregate of 199,610 shares of common stock in trades scheduled from June 2026 through December 2026.

The plan will terminate on December 31, 2026 .

On May 29, 2026, John Furner, President and Chief Executive Officer, entered into a stock trading plan designed to comply with Rule 10b5-1 under the Exchange Act.

Under the terms of the plan, Mr.

Furner is scheduled to sell an aggregate of up to 236,250 shares of common stock in equal monthly trades scheduled from September 2026 through February 2028.

The plan will terminate on February 17, 2028.

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, 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;

• statements in Note 5 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 Matter, 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 ":

1 unchanged sentence

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;

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;

statements under the caption " Company Performance Metrics - Margin " regarding our strategy to improve operating income margin through productivity improvements, 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 financial framework;

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;

2 unchanged sentences

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 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;

a statement under the caption " Liquidity and Capital Resources - Liquidity - Net Cash Provided by Financing Activities - Dividends " regarding the payment of annual dividends in fiscal 2027;

a statement under the caption " Liquidity and Capital Resources - Liquidity - Net Cash Provided by 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 Pro v ided by 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;

39 unchanged sentences

• Walmart's gross profit margins, including pharmacy margins and margins of other product categories;

• the selling prices of gasoline and diesel fuel;

• the commodity prices and the price of gasoline and diesel fuel;

• disruption of seasonal buying patterns in Walmart's markets;

33 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

Exhibit 10.1*

Retirement Agreement between the Company and Doug McMillon dated November 13, 2025

Exhibit 10.2*

Form of Walmart Inc.

Stock Incentive Plan of 2025 Global Restricted Stock Notification of Award and Terms and Conditions of Award

Exhibit 10.3*

Form of Walmart Inc.

Stock Incentive Plan of 2025 Global Share-Settled Performance-Based Restricted Stock Unit Notification of Award and Terms and Condition s of Award

Exhibit 10.1* Form of Walmart Inc.

Stock Incentive Plan of 2025 Global Share-Settled Performance-Based Restricted Stock Unit Notification of Award and Terms and Conditions of Award (C)

Exhibit 10.2 Walmart Inc.

2016 Associate Stock Purchase Plan, as amended effective February 4, 2026 is incorporated by reference to Exhibit 10.3 to the Annual Report on Form 10-K filed by the Company on March 13, 2026 (C)

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-Related Litigation Case Citations

Exhibit 101.INS* Inline XBRL Instance Document

4 unchanged sentences

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 October 31, 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 April 30, 2026, formatted in Inline XBRL (included in Exhibit 101)

* Filed herewith as an Exhibit.

** Furnished herewith as an Exhibit.

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.

December 3, 2025 By:

Douglas McMillon

May 29, 2026 By:

President and Chief Executive Officer

(Principal Executive Officer)

December 3, 2025 By:

May 29, 2026 By:

/s/ John David Rainey

2 unchanged sentences

(Principal Financial Officer)

December 3, 2025 By:

May 29, 2026 By:

/s/ Dwayne M.

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