8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported)

December 20, 2022

Walmart Inc.

(Exact name of registrant as specified in its charter)

702 S.W. 8th Street

Bentonville, AR 72716-0215

(Address of Principal Executive Offices) (Zip code)

Registrant's telephone number, including area code

(479) 273-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 7.01. Regulation FD Disclosure.

Walmart Inc. (the “Company”) previously announced financial amounts and payment terms to resolve substantially all opioids-related lawsuits filed against the Company, as well as all potential claims that could be made against the Company, by states and political subdivisions and tribes (the “Settlement Framework”). On December 20, 2022, the Company issued a press release regarding the status of the initial sign-up period applicable to the states under the Settlement Framework. A copy of the press release issued by the Company is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liability of that section and shall not be incorporated by reference into any filing or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing or document.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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 hereunto duly authorized.

Dated: December 20, 2022

3

Document

Exhibit 99.1

Walmart Reaches Opioid Settlement Agreements with all 50 States

BENTONVILLE, Ark., Dec. 20, 2022 – Walmart today announced it has surpassed the first threshold required for finalizing the company’s $3.1 billion nationwide opioid settlement framework announced on Nov. 15. The company now has settlement agreements with all 50 states, including four states that previously settled with the company, as well as the District of Columbia, Puerto Rico, and three other U.S. territories, that are intended to resolve substantially all opioids-related lawsuits brought by state and local governments against Walmart. The participation exceeded the 43 states that were required to join the nationwide settlement framework by Dec. 15 for it to move forward. The settlement will take effect if a sufficient number of cities and counties also join.

Walmart believes these settlements are in the best interest of all parties and will provide significant aid to communities across the country in the fight against the opioid crisis, with aid reaching state and local governments faster than any other nationwide opioid settlement to date, subject to satisfying all settlement requirements. Walmart strongly disputes the allegations in these matters, and these settlements do not include any admission of liability. Walmart will continue to vigorously defend the company against any lawsuit not resolved through these settlements.

Walmart is helping fight the opioid crisis and is proud of its pharmacists, who help patients understand the risks about opioid prescriptions. The company has adopted many approaches to fighting the opioid crisis as part of its industry-leading Opioid Stewardship program. More information is available at corporate.walmart.com/opioids.

About Walmart

Walmart Inc. (NYSE: WMT) helps people around the world save money and live better - anytime and anywhere - in retail stores, online, and through their mobile devices. Each week, approximately 230 million customers and members visit more than 10,500 stores and numerous eCommerce websites under 46 banners in 24 countries. With fiscal year 2022 revenue of $573 billion, Walmart employs approximately 2.3 million associates worldwide. Walmart continues to be a leader in sustainability, corporate philanthropy and employment opportunity. Additional information about Walmart can be found by visiting corporate.walmart.com, on Facebook at facebook.com/walmart and on Twitter at twitter.com/walmart and on LinkedIn at linkedin.com/company/walmart.

Media Contact Randy Hargrove (800) 331-0085

Investor Contact Steph Wissink stephanie.wissink@walmart.com