What changed in this filing

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Item 5. Other Information

2026-08-28 compared with 2026-05-29 · 31 added, 34 removed, 119 unchanged (35% of the section changed)

1 unchanged sentence

Security Trading Plans of Directors and Executive Officers

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.

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.

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 .

During the Company's fiscal quarter ended July 31, 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 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.

2 unchanged sentences

The plan will terminate on February 17, 2028 .

On June 24, 2026 , Latriece Watkins , Executive Vice President, President and Chief Executive Officer, Sam's Club 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, Ms.

Watkins is scheduled to sell, subject to a specified minimum stock price threshold, in trades scheduled from September 23, 2026 through May 28, 2027, an aggregate of up to:

(i) 5,000 shares on or after September 23, 2026;

(ii) 50% of net shares received after tax withholding upon the vesting of 5,433 shares of restricted stock on or after January 12, 2027;

and (iii) 50% of net shares received after tax withholding upon the vesting of 48,484 performance-based restricted stock units on or after February 1, 2027.

The plan will terminate no later than May 28, 2027 .

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 required disclosure may include reporting of activities not prohibited by U.S.

or other law, even if conducted outside the U.S.

affiliates in compliance with local law.

The Company has identified a transaction between Makro, a division of Massmart Retail (Pty) Ltd., and an individual that appears to have been purchasing on behalf of the Embassy of Iran.

On July 9, 2026, the Company had an ordinary retail sales transaction with this individual valued at approximately $25.

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

The Company does not plan to continue selling to this individual.

Additionally, the Company has identified an ordinary retail sales transaction between Sam's Club Mexico and an individual sanctioned under Executive Order 13224, valued at approximately $1,500 in food and general merchandise items on July 28,

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

The Company does not plan to continue selling to this individual.

Cautionary Statement Regarding Forward-Looking Statements

14 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 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;

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 2027;

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;

71 unchanged sentences

Exhibit 3.1(a)

Restated Certificate of Incorporation of the Company dated February 1, 2018 is incorporated herein by reference to Exhibit 3.1 to the Report on Form 8-K filed by the Company on February 1, 2018

Certificate of Amendment of Restated Certificate of Incorporation of Walmart Inc., effective June 4, 2026 is incorporated herein by reference to Exhibit 3.1 to the Report on Form 8-K filed by the Company on June 5, 2026

Exhibit 3.1(b)

Certificate of Amendment to the Restated Certificate of Incorporation of the Company, effective February 23, 2024 is incorporated herein by reference to Exhibit 3.1 to the Report on Form 8-K filed by the Company on February 23, 2024

Restated Certificate of Incorporation of Walmart Inc., effective June 4, 2026 is incorporated herein by reference to Exhibit 3.2 to the Report on Form 8-K filed by the Company on June 5, 2026

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* 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

8 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 April 30, 2026, 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, 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.

May 29, 2026 By:

August 28, 2026 By:

President and Chief Executive Officer

(Principal Executive Officer)

May 29, 2026 By:

August 28, 2026 By:

/s/ John David Rainey

2 unchanged sentences

(Principal Financial Officer)

May 29, 2026 By:

August 28, 2026 By:

/s/ Dwayne M.

2 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-Q

Item 5. Other Information