Walmart Inc. 10-Q

Item 5. Other Information Security Trading Plans of Directors and Executive Officers 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. 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 . 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. by non-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, 30 Table of Contents 2026. 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 This Quarterly Report on Form 10-Q contains statements that Walmart believes are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Those forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements provided by that Act as well as protections afforded by other federal securities laws. Forward-looking Statements The forward-looking statements in this report include, among other things: • 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 ": 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; 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 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; a statement under the caption " Results of Operations - Sam's Club U.S. Segment " relating to the possible continuing impact of volatility in fuel prices on the future operating results of the Sam's Club U.S. segment; 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 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; and statements under the caption " Other Matters " regarding the contingent liabilities of the Company that may or may not result in the incurrence of a material liability by the Company; • in Part I, Item 4 " Controls and Procedures ": statements regarding the effect of changes to systems and processes on our internal control over financial reporting; and • in Part II, Item 1 " Legal Proceedings ": statements regarding the effect that possible losses or the range of possible losses that might be incurred in connection with the legal proceedings and other matters discussed therein may have on our financial condition or results of operations. 31 Table of Contents Risks, Factors and Uncertainties Regarding Our Business These forward-looking statements are subject to risks, uncertainties and other factors, domestically and internationally. We, along with other retail companies, are influenced by a number of factors including, but not limited to: Economic Factors • economic, geopolitical, capital markets and business conditions, trends and events around the world and in the markets in which Walmart operates; • 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; • currency exchange rate fluctuations; • changes in market rates of interest; • inflation or deflation, generally and in certain product categories; • transportation, energy and utility costs; • commodity prices, including the prices of oil and natural gas; • changes in market levels of wages; • changes in the size of various markets, including eCommerce markets; • unemployment levels; • consumer confidence, disposable income, credit availability, spending levels, shopping patterns, debt levels and demand for certain merchandise; • trends in consumer shopping habits around the world and in the markets in which Walmart operates; • consumer enrollment in health and drug insurance programs and such programs' reimbursement rates and drug formularies; and • initiatives of competitors, competitors' entry into and expansion in Walmart's markets or lines of business, and competitive pressures. Operating Factors • the amount of Walmart's net sales and operating expenses denominated in U.S. dollar and various foreign currencies; • the financial performance of Walmart and each of its segments, including the amount of Walmart's cash flow during various periods; • customer transaction and average ticket in Walmart's stores and clubs and on its eCommerce platforms; • the mix of merchandise Walmart sells and its customers purchase; • the availability of goods from suppliers and the cost of goods acquired from suppliers; • the effectiveness of the implementation and operation of Walmart's strategies, plans, programs and initiatives; • the financial and operational impacts of our investments in eCommerce, technology, talent and automation; • supply chain disruption and production, labor shortages and increases in labor costs; • the impact of acquisitions, divestitures, store or club closures and other strategic decisions; • Walmart's ability to successfully integrate acquired businesses; • unexpected changes in Walmart's objectives and plans; • 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; • Walmart's gross profit margins, including pharmacy margins and margins of other product categories; • the commodity prices and the price of gasoline and diesel fuel; • disruption of seasonal buying patterns in Walmart's markets; • disruptions in Walmart's supply chain and inventory management; • developments and disruptions related to the deployment of artificial intelligence technologies; • cybersecurity events affecting Walmart and related costs and impact of any disruption in business; • Walmart's labor costs, including healthcare and other benefit costs; • Walmart's casualty and accident-related costs and insurance costs; • the size of and turnover in Walmart's workforce and the number of associates at various pay levels within that workforce; • the availability of necessary personnel to staff Walmart's stores, clubs and other facilities; • 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, including expenses pertaining to general liability claims, for which we self-insure; • changes in the credit ratings assigned to the Company's commercial paper and debt securities by credit rating agencies; • Walmart's effective tax rate; and • unanticipated changes in accounting judgments and estimates. 32 Table of Contents Regulatory and Other Factors • changes in existing tax, labor and other laws and changes in tax rates, including the enactment of laws and the adoption and interpretation of administrative rules and regulations, including those related to worker classification; • adoption or creation of new, and modification of existing, governmental policies, programs, initiatives and actions in the markets in which Walmart operates and elsewhere and actions with respect to such policies, programs and initiatives; • changes in government-funded benefit programs or changes in levels of other public assistance payments; • changes in currency control laws; • one or more prolonged federal government shutdowns; • the timing of federal income tax refunds; • natural disasters, changes in climate, catastrophic events and global health epidemics or pandemics; and • changes in generally accepted accounting principles in the United States. Other Risk Factors; No Duty to Update This Quarterly Report on Form 10-Q should be read in conjunction with Walmart's Annual Report on Form 10-K for the fiscal year ended January 31, 2026 and all of Walmart's subsequent other filings with the Securities and Exchange Commission. Walmart urges investors to consider all of the risks, uncertainties and other factors disclosed in these filings carefully in evaluating the forward-looking statements contained in this Quarterly Report on Form 10-Q. The Company cannot assure you that the results or developments anticipated by the Company and reflected or implied by any forward-looking statement contained in this Quarterly Report on Form 10-Q will be realized or, even if substantially realized, that those results or developments will result in the forecasted or expected consequences for the Company or affect the Company, its operations or its financial performance as the Company has forecasted or expected. As a result of the matters discussed above and other matters, including changes in facts, assumptions not being realized or other factors, the actual results relating to the subject matter of any forward-looking statement in this Quarterly Report on Form 10-Q may differ materially from the anticipated results expressed or implied in that forward-looking statement. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date of this report, and Walmart undertakes no obligation to update any such statements to reflect subsequent events or circumstances. 33 Table of Contents Item 6. Exhibits The following documents are filed as an exhibit to this Quarterly Report on Form 10-Q: Exhibit 3.1(a) 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) 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 Exhibit 3.2 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 31.1* Chief Executive Officer Section 302 Certification Exhibit 31.2* Chief Financial Officer Section 302 Certification Exhibit 32.1** Chief Executive Officer Section 906 Certification Exhibit 32.2** Chief Financial Officer Section 906 Certification Exhibit 101.INS* Inline XBRL Instance Document Exhibit 101.SCH* Inline XBRL Taxonomy Extension Schema Document Exhibit 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document Exhibit 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document Exhibit 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 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 July 31, 2026, formatted in Inline XBRL (included in Exhibit 101) * Filed herewith as an Exhibit. ** Furnished herewith as an Exhibit. 34 Table of Contents SIGNATURES 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. WALMART INC. Date: August 28, 2026 By: /s/ John R. Furner John R. Furner President and Chief Executive Officer (Principal Executive Officer) Date: August 28, 2026 By: /s/ John David Rainey John David Rainey Executive Vice President and Chief Financial Officer (Principal Financial Officer) Date: August 28, 2026 By: /s/ Dwayne M. Milum Dwayne M. Milum Senior Vice President and Controller (Principal Accounting Officer) 35