WMT 10-Q
Walmart Inc. (WMT)
10-Q
2026-05-29
For: 2026-04-30
View Original
Added on
May 30, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. | |||||
For the quarterly period ended April 30, 2026 .
or
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the transition period from to . | |||||
Commission File Number 001-06991
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||
Registrant's telephone number, including area code: (479 ) 273-4000
Former name, former address and former fiscal year, if changed since last report: N/A
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated Filer | ☐ | ||||||||||||||||||
| Non-Accelerated Filer | ☐ | Smaller Reporting Company | ||||||||||||||||||
| 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. ☐
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The registrant had 7,958,079,155 shares of common stock outstanding as of May 27, 2026.
Walmart Inc.
Form 10-Q
For the Quarterly Period Ended April 30, 2026
Table of Contents
| Page | |||||||||||
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements
Walmart Inc.
Condensed Consolidated Statements of Income
(Unaudited)
| Three Months Ended April 30, | ||||||||||||||
| (Amounts in millions, except per share data) | 2026 | 2025 | ||||||||||||
| Revenues: | ||||||||||||||
| Net sales | $ | $ | ||||||||||||
| Membership and other income | ||||||||||||||
| Total revenues | ||||||||||||||
| Costs and expenses: | ||||||||||||||
| Cost of sales | ||||||||||||||
| Operating, selling, general and administrative expenses | ||||||||||||||
| Operating income | ||||||||||||||
| Interest: | ||||||||||||||
| Debt | ||||||||||||||
| Finance lease | ||||||||||||||
| Interest income | ( | ( | ||||||||||||
| Interest, net | ||||||||||||||
| Other (gains) and losses | ( | |||||||||||||
| Income before income taxes | ||||||||||||||
| Provision for income taxes | ||||||||||||||
| Consolidated net income | ||||||||||||||
| Consolidated net income attributable to noncontrolling interest | ( | ( | ||||||||||||
| Consolidated net income attributable to Walmart | $ | $ | ||||||||||||
| Net income per common share: | ||||||||||||||
| Basic net income per common share attributable to Walmart | $ | $ | ||||||||||||
| Diluted net income per common share attributable to Walmart | ||||||||||||||
| Weighted-average common shares outstanding: | ||||||||||||||
| Basic | ||||||||||||||
| Diluted | ||||||||||||||
| Dividends declared per common share | $ | $ | ||||||||||||
See accompanying notes.
3
Walmart Inc.
Condensed Consolidated Statements of Comprehensive Income
(Unaudited)
| Three Months Ended April 30, | ||||||||||||||
| (Amounts in millions) | 2026 | 2025 | ||||||||||||
| Consolidated net income | $ | $ | ||||||||||||
| Consolidated net income attributable to noncontrolling interest | ( | ( | ||||||||||||
| Consolidated net income attributable to Walmart | ||||||||||||||
| Other comprehensive income (loss), net of income taxes | ( | |||||||||||||
| Other comprehensive (income) loss attributable to noncontrolling interest | ( | |||||||||||||
| Other comprehensive income (loss) attributable to Walmart | ( | |||||||||||||
| Comprehensive income, net of income taxes | ||||||||||||||
| Comprehensive income attributable to noncontrolling interest | ( | ( | ||||||||||||
| Comprehensive income attributable to Walmart | $ | $ | ||||||||||||
See accompanying notes.
4
Walmart Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
| April 30, | January 31, | April 30, | ||||||||||||||||||
| (Amounts in millions) | 2026 | 2026 | 2025 | |||||||||||||||||
| ASSETS | ||||||||||||||||||||
| Current assets: | ||||||||||||||||||||
| Cash and cash equivalents | $ | $ | $ | |||||||||||||||||
| Receivables, net | ||||||||||||||||||||
| Inventories | ||||||||||||||||||||
| Prepaid expenses and other | ||||||||||||||||||||
| Total current assets | ||||||||||||||||||||
| Property and equipment, net | ||||||||||||||||||||
| Operating lease right-of-use assets | ||||||||||||||||||||
| Finance lease right-of-use assets, net | ||||||||||||||||||||
| Goodwill | ||||||||||||||||||||
| Other long-term assets | ||||||||||||||||||||
| Total assets | $ | $ | $ | |||||||||||||||||
LIABILITIES, REDEEMABLE NONCONTROLLING INTEREST, AND SHAREHOLDERS' EQUITY | ||||||||||||||||||||
| Current liabilities: | ||||||||||||||||||||
| Short-term borrowings | $ | $ | $ | |||||||||||||||||
| Accounts payable | ||||||||||||||||||||
| Dividends payable | ||||||||||||||||||||
| Accrued liabilities | ||||||||||||||||||||
| Accrued income taxes | ||||||||||||||||||||
| Long-term debt due within one year | ||||||||||||||||||||
| Operating lease obligations due within one year | ||||||||||||||||||||
| Finance lease obligations due within one year | ||||||||||||||||||||
| Total current liabilities | ||||||||||||||||||||
| Long-term debt | ||||||||||||||||||||
| Long-term operating lease obligations | ||||||||||||||||||||
| Long-term finance lease obligations | ||||||||||||||||||||
| Deferred income taxes and other | ||||||||||||||||||||
| Commitments and contingencies | ||||||||||||||||||||
| Redeemable noncontrolling interest | ||||||||||||||||||||
Shareholders' equity: | ||||||||||||||||||||
| Common stock | ||||||||||||||||||||
| Capital in excess of par value | ||||||||||||||||||||
| Retained earnings | ||||||||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ( | |||||||||||||||||
| Total Walmart shareholders' equity | ||||||||||||||||||||
| Nonredeemable noncontrolling interest | ||||||||||||||||||||
Total shareholders' equity | ||||||||||||||||||||
Total liabilities, redeemable noncontrolling interest, and shareholders' equity | $ | $ | $ | |||||||||||||||||
5
Walmart Inc.
Condensed Consolidated Statements of Shareholders' Equity
(Unaudited)
| Accumulated | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Capital in | Other | Walmart | Nonredeemable | ||||||||||||||||||||||||||||||||||||||||||||
| (Amounts in millions) | Common Stock | Excess of | Retained | Comprehensive | Shareholders' | Noncontrolling | Total | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Par Value | Earnings | Loss | Equity | Interest | Equity | ||||||||||||||||||||||||||||||||||||||||
| Balances as of February 1, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Consolidated net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss, net of immaterial income taxes | — | — | — | — | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Purchase of Company stock | ( | ( | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Other | ( | — | |||||||||||||||||||||||||||||||||||||||||||||
| Balances as of April 30, 2026 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Accumulated | Total | ||||||||||||||||||||||||||||||||||||||||||||||
| Capital in | Other | Walmart | Nonredeemable | ||||||||||||||||||||||||||||||||||||||||||||
| (Amounts in millions) | Common Stock | Excess of | Retained | Comprehensive | Shareholders' | Noncontrolling | Total | ||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Par Value | Earnings | Loss | Equity | Interest | Equity | ||||||||||||||||||||||||||||||||||||||||
| Balances as of February 1, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Consolidated net income | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income, net of immaterial income taxes | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | — | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Purchase of Company stock | ( | ( | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||||||||||||
| Other | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Balances as of April 30, 2025 | $ | $ | $ | $ | ( | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
See accompanying notes.
6
Walmart Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended April 30, | ||||||||||||||
| (Amounts in millions) | 2026 | 2025 | ||||||||||||
| Cash flows from operating activities: | ||||||||||||||
| Consolidated net income | $ | $ | ||||||||||||
| Adjustments to reconcile consolidated net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Investment (gains) and losses, net | ( | |||||||||||||
| Deferred income taxes | ( | |||||||||||||
| Other operating activities | ||||||||||||||
| Changes in certain assets and liabilities, net of effects of acquisitions and dispositions: | ||||||||||||||
| Receivables, net | ||||||||||||||
| Inventories | ( | ( | ||||||||||||
| Accounts payable | ( | |||||||||||||
| Accrued liabilities | ( | ( | ||||||||||||
| Accrued income taxes | ||||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Payments for property and equipment | ( | ( | ||||||||||||
Proceeds from disposal of property and equipment | ||||||||||||||
| Other investing activities | ( | ( | ||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Net change in short-term borrowings | ||||||||||||||
| Proceeds from issuance of long-term debt | ||||||||||||||
| Repayments of long-term debt | ( | |||||||||||||
| Dividends paid | ( | ( | ||||||||||||
| Purchase of Company stock | ( | ( | ||||||||||||
| Other financing activities | ( | ( | ||||||||||||
| Net cash provided by financing activities | ||||||||||||||
| Effect of exchange rates on cash, cash equivalents and restricted cash | ( | |||||||||||||
| Net increase (decrease) in cash, cash equivalents and restricted cash | ( | |||||||||||||
| Cash, cash equivalents and restricted cash at beginning of year | ||||||||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||||||||
See accompanying notes.
7
Walmart Inc.
Notes to Condensed Consolidated Financial Statements
Note 1. Summary of Significant Accounting Policies
Basis of Presentation
The Condensed Consolidated Financial Statements of Walmart Inc. and its subsidiaries ("Walmart" or the "Company") and the accompanying notes included in this Quarterly Report on Form 10-Q are unaudited. In the opinion of management, all adjustments necessary for the fair presentation of the Condensed Consolidated Financial Statements have been included. Such adjustments are of a normal, recurring nature. The Condensed Consolidated Financial Statements, and the accompanying notes, are prepared in accordance with generally accepted accounting principles in the United States ("GAAP") and do not contain certain information included in the Company's Annual Report on Form 10-K for the fiscal year ended January 31, 2026 ("fiscal 2026"). Therefore, the interim Condensed Consolidated Financial Statements should be read in conjunction with that Annual Report on Form 10-K.
The Company's Condensed Consolidated Financial Statements are based on a fiscal year ending January 31 for the United States ("U.S.") and Canadian operations. The Company consolidates all other operations generally using a one-month lag based on a calendar year. There were no significant intervening events during the month of April 2026 related to the consolidated operations using a lag that materially affected the Condensed Consolidated Financial Statements.
The Company's business is seasonal to a certain extent due to calendar events and national and religious holidays, as well as weather patterns. Historically, the Company's highest sales volume has occurred in the fiscal quarter ending January 31.
Use of Estimates
The Condensed Consolidated Financial Statements have been prepared in conformity with GAAP. Those principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities. Management's estimates and assumptions also affect the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ materially from those estimates.
Supplier Financing Program Obligations
The Company has supplier financing programs with financial institutions, whereby the Company agrees to pay the financial institution the stated amount of confirmed invoices on the invoice due date for participating suppliers. Participation in these programs is optional and solely up to the supplier, who negotiates the terms of the arrangement directly with the financial institution and may allow early payment. The outstanding payment obligations to financial institutions under these programs were $5.9 billion, $6.0 billion and $5.6 billion as of April 30, 2026, January 31, 2026 and April 30, 2025, respectively.
Recent Accounting Pronouncements
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires incremental disclosures about specific expense categories, including but not limited to, purchases of inventory, employee compensation, depreciation, amortization and selling expenses. The amendments are effective for fiscal years beginning after December 15, 2026, and for interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted and the amendments may be applied either prospectively or retrospectively. Management is currently evaluating this ASU to determine its impact on the Company's disclosures. The amendments only impact disclosures and are not expected to have an impact on the Company's financial condition and results of operations.
Note 2. Net Income Per Common Share
Basic net income per common share attributable to Walmart is based on the weighted-average common shares outstanding during the relevant period. Diluted net income per common share attributable to Walmart is based on the weighted-average common shares outstanding during the relevant period adjusted for the dilutive effect of share-based awards as determined under the treasury stock method. The Company did not have significant share-based awards outstanding that were antidilutive and not included in the calculation of diluted net income per common share attributable to Walmart for the three months ended April 30, 2026 and 2025.
8
The following table provides a reconciliation of the numerators and denominators used to determine basic and diluted net income per common share attributable to Walmart:
| Three Months Ended April 30, | ||||||||||||||
| (Amounts in millions, except per share data) | 2026 | 2025 | ||||||||||||
| Numerator | ||||||||||||||
| Consolidated net income | $ | $ | ||||||||||||
| Consolidated net income attributable to noncontrolling interest | ( | ( | ||||||||||||
| Consolidated net income attributable to Walmart | $ | $ | ||||||||||||
| Denominator | ||||||||||||||
| Weighted-average common shares outstanding, basic | ||||||||||||||
| Dilutive impact of share-based awards | ||||||||||||||
| Weighted-average common shares outstanding, diluted | ||||||||||||||
Net income per common share attributable to Walmart | ||||||||||||||
| Basic | $ | $ | ||||||||||||
| Diluted | ||||||||||||||
Note 3. Short-term Borrowings and Long-term Debt
The Company has various committed lines of credit in the U.S. to support its commercial paper program. In April 2026, the Company renewed and extended its existing 364 -day revolving credit facility of $10.0 billion as well as its five-year credit facility of $5.0 billion. In total, the Company had committed lines of credit in the U.S. of $15.0
The following table provides the changes in the Company's long-term debt for the three months ended April 30, 2026:
| (Amounts in millions) | Long-term debt due within one year | Long-term debt | Total | |||||||||||||||||
| Balances as of February 1, 2026 | $ | $ | $ | |||||||||||||||||
Proceeds from issuance of long-term debt(1) | ||||||||||||||||||||
| Repayments of long-term debt | ( | ( | ||||||||||||||||||
| Reclassifications of long-term debt | ( | |||||||||||||||||||
Currency and other adjustments | ( | ( | ( | |||||||||||||||||
| Balances as of April 30, 2026 | $ | $ | $ | |||||||||||||||||
(1)Proceeds from issuance of long-term debt are net of deferred loan costs and any related discount or premium.
Debt Issuances
Information on significant long-term debt issued during the three months ended April 30, 2026, for general corporate purposes, is as follows:
| (Amounts in millions) | ||||||||||||||||||||||||||
| Issue Date | Principal Amount | Maturity Date | Interest Rate | Net Proceeds | ||||||||||||||||||||||
| April 30, 2026 | $ | April 30, 2029 | Floating | $ | ||||||||||||||||||||||
| April 30, 2026 | $ | April 30, 2029 | $ | |||||||||||||||||||||||
| April 30, 2026 | $ | April 30, 2031 | $ | |||||||||||||||||||||||
| April 30, 2026 | $ | April 30, 2033 | $ | |||||||||||||||||||||||
| April 30, 2026 | $ | April 30, 2036 | $ | |||||||||||||||||||||||
| Total | $ | |||||||||||||||||||||||||
These issuances are senior, unsecured notes which rank equally with all other senior, unsecured debt obligations of the Company, and are not convertible or exchangeable. These issuances do not contain any financial covenants and do not restrict the Company's ability to pay dividends or repurchase company stock.
9
Maturities
Information on significant long-term debt maturities during the three months ended April 30, 2026 is as follows:
| (Amounts in millions) | ||||||||||||||||||||
| Maturity Date | Principal Amount | Interest Rate | Repayment | |||||||||||||||||
| April 8, 2026 | € | $ | ||||||||||||||||||
| April 15, 2026 | $ | |||||||||||||||||||
| $ | ||||||||||||||||||||
Note 4. Fair Value Measurements
Assets and liabilities recorded at fair value are measured using the fair value hierarchy, which prioritizes the inputs used in measuring fair value. The levels of the fair value hierarchy are:
•Level 1: observable inputs such as quoted prices in active markets;
•Level 2: inputs other than quoted prices in active markets that are either directly or indirectly observable; and
•Level 3: unobservable inputs for which little or no market data exists, therefore requiring the Company to develop its own assumptions.
The Company measures the fair value of certain equity investments, including certain immaterial equity method investments where the Company has elected the fair value option, as well as debt investments classified as trading on a recurring basis primarily within other long-term assets in the accompanying Condensed Consolidated Balance Sheets. The associated gains and losses from fair value changes for these investments are recognized within other gains and losses in the Condensed Consolidated Statements of Income. The fair value of these investments is as follows:
| (Amounts in millions) | Fair Value as of April 30, 2026 | Fair Value as of January 31, 2026 | ||||||||||||
| Equity investments measured using Level 1 inputs | $ | $ | ||||||||||||
| Equity investments measured using Level 2 inputs | ||||||||||||||
| Debt investments measured using Level 3 inputs | ||||||||||||||
| Total | $ | $ | ||||||||||||
The fair value of these investments increased $0.3 billion and decreased $0.5 billion for the three months ended April 30, 2026 and 2025, respectively, primarily due to gains and losses resulting from net changes in the underlying stock prices of the investments and certain other immaterial investment activity.
The Company also has derivatives recorded at fair value. Derivative fair values are the estimated amounts the Company would receive or pay upon termination of the related derivative agreements as of the reporting dates. The fair values have been measured using the income approach and Level 2 inputs, which include the relevant interest rate and foreign currency forward curves. As of April 30, 2026 and January 31, 2026, the notional amounts and fair values of these derivatives were as follows:
| April 30, 2026 | January 31, 2026 | ||||||||||||||||||||||||||||
| (Amounts in millions) | Notional Amount | Fair Value | Notional Amount | Fair Value | |||||||||||||||||||||||||
| Receive fixed-rate, pay variable-rate interest rate swaps designated as fair value hedges | $ | $ | ( | (1) | $ | $ | ( | (1) | |||||||||||||||||||||
| Receive fixed-rate, pay fixed-rate cross-currency swaps designated as cash flow hedges | ( | (1) | ( | (1) | |||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | ( | |||||||||||||||||||||||
(1) Primarily classified in deferred income taxes and other within the Company's Condensed Consolidated Balance Sheets.
Nonrecurring Fair Value Measurements
In addition to assets and liabilities recorded at fair value on a recurring basis, the Company's assets and liabilities are also subject to nonrecurring fair value measurements. Generally, assets are recorded at fair value on a nonrecurring basis as a result of impairment charges. The Company did not have any material assets or liabilities resulting in nonrecurring fair value measurements as of April 30, 2026 in the Company's Condensed Consolidated Balance Sheets.
Other Fair Value Disclosures
The Company records cash and cash equivalents, restricted cash and short-term borrowings at cost. The carrying values of these instruments approximate their fair value due to their short-term maturities.
10
The Company's long-term debt is also recorded at cost. The fair value is estimated using Level 2 inputs based on observable prices of identical instruments in less active markets. The carrying value and fair value of the Company's long-term debt as of April 30, 2026 and January 31, 2026, are as follows:
| April 30, 2026 | January 31, 2026 | |||||||||||||||||||||||||
| (Amounts in millions) | Carrying Value | Fair Value | Carrying Value | Fair Value | ||||||||||||||||||||||
| Long-term debt, including amounts due within one year | $ | $ | $ | $ | ||||||||||||||||||||||
Note 5. Contingencies
Legal Proceedings
The Company is involved in a number of legal proceedings and certain regulatory matters. The Company records a liability for those legal proceedings and regulatory matters when it determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses when it is reasonably possible that a material loss may be incurred. From time to time, the Company may enter into discussions regarding settlement of these matters, and may enter into settlement agreements, if it believes settlement is in the best interest of the Company and its shareholders.
Unless stated otherwise, the matters discussed below, if decided adversely to or settled by the Company, individually or in the aggregate, may result in a liability material to the Company's financial position, results of operations or cash flows. The Company can provide no assurance as to the scope and outcome of these matters and cannot reasonably estimate any loss or range of loss, beyond the amounts accrued, if any, that may arise from these matters.
Opioid-Related Litigation
The Company continues to vigorously defend against claims relating to distribution and dispensing of prescription opioid medications. These opioid-related matters include, but are not limited to, each of the matters described below; other actions filed by healthcare providers, individuals, and third-party payors; and actions filed by political subdivisions or Native American tribes that elected not to join the national settlements the Company disclosed in fiscal year 2023. The Company cannot reasonably estimate any loss or range of loss that may arise from these matters. The Company can provide no assurance as to the scope and outcome of any of the opioid-related matters and no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.
Civil Litigation in the U.S. and Canada. In December 2017, the United States Judicial Panel on Multidistrict Litigation consolidated numerous lawsuits filed against a wide array of defendants by various plaintiffs, including counties, cities, healthcare providers, Native American tribes, individuals and third-party payors, asserting claims generally concerning the impacts of widespread opioid abuse. The consolidated multidistrict litigation is entitled In re National Prescription Opiate Litigation (MDL No. 2804) (the "MDL") and is pending in the U.S. District Court for the Northern District of Ohio (the "MDL Court").
The Company remains a party to opioid-related cases in the MDL and in state and federal courts brought by healthcare providers, third-party payors, individuals and others seeking compensatory and punitive damages and injunctive relief. Four cases brought by third-party payors and one case brought by a hospital system have been selected as bellwether cases to proceed through discovery in the MDL, and the MDL Court may designate additional bellwether cases in the future. The Florida Health Sciences Center case in state court in Florida asserted claims on behalf of several hospital systems against the Company and other defendants. A jury trial in this matter ended on December 8, 2025, at which time the Court declared a mistrial. On May 26, 2026, the Court granted a directed verdict and entered judgment in favor of the Company and other defendants.
The Company has been responding to subpoenas, information requests, and investigations from governmental entities related to nationwide controlled substance dispensing and distribution practices involving opioids.
Wal-Mart Canada Corp. and certain other subsidiaries of the Company have been named as defendants in two putative class action complaints filed in Canada related to distribution practices involving opioids. These matters remain pending.
Department of Justice Opioid Civil Litigation. On December 22, 2020, the U.S. Department of Justice (the "DOJ") filed a civil complaint in the U.S. District Court for the District of Delaware alleging that the Company unlawfully dispensed controlled substances from its pharmacies and unlawfully distributed controlled substances to those pharmacies. The complaint alleges that this conduct resulted in violations of the Controlled Substances Act. The DOJ is seeking civil penalties and injunctive relief. On March 11, 2024, the Court granted in-part Walmart's motion to dismiss by dismissing the entirety of the DOJ's claims related to distribution and dismissing the DOJ's claims arising under one of the DOJ's two dispensing liability theories. The DOJ's claims arising under its other dispensing liability theory remain pending. Trial is scheduled for November 2027.
11
False Claims Act Litigation. On August 23, 2019, a qui tam action was filed in the U.S. District Court for the District of New Mexico. The action was partially unsealed on April 30, 2024 after the federal government declined to intervene. The DOJ informed the Company of its decision not to intervene on June 20, 2024. On July 25, 2024, the Court transferred the litigation to the U.S. District Court for the District of Delaware. On January 9, 2025, the plaintiffs filed a third amended complaint on behalf of two former pharmacists of the Company as relators that alleges the Company violated the Controlled Substances Act and state pharmacy regulations and that such conduct constitutes violations of the federal False Claims Act. The Company has filed a renewed motion to dismiss that is currently pending with the Court.
Other Legal Proceedings
Asda Equal Value Claims. Asda, formerly a subsidiary of the Company, is a defendant in certain equal value claims that began in 2008 and are proceeding in the United Kingdom before an Employment Tribunal in Manchester and before the High Court. Claims have been brought by approximately 73,000 current and former Asda store employees who allege their work is of equal value to the work done by employees in Asda's distribution centers and that the difference in pay and conditions between the different jobs is not objectively justified. Additional employees may assert claims in the future. The High Court claims are stayed pending the determination of a cohort of claims brought in the Employment Tribunal. The legal proceedings to consider these equal value claims are in three phases, and the first two phases are complete. On January 31, 2025 and February 25, 2026, the Employment Tribunal issued rulings that certain of the claims are permitted to advance to the third phase. The hearing on the third phase is scheduled to begin on November 23, 2026. There are factual and legal defenses to the equal value claims, and the Company intends to vigorously defend them. Subsequent to the divestiture of Asda in February 2021, the Company continues to oversee the conduct of the defense of these claims. While potential liability for these claims remains with Asda, the Company has agreed to provide indemnification with respect to certain of these claims up to a contractually determined amount. The Company cannot predict the number of such claims that may ultimately be filed and cannot reasonably estimate any loss or range of loss that may arise related to these proceedings. Accordingly, the Company can provide no assurance as to the scope and outcome of these matters.
Money Transfer Agent Services Matter. The Company has responded to grand jury subpoenas issued by the United States Attorney's Office for the Middle District of Pennsylvania on behalf of the DOJ seeking documents regarding the Company's consumer fraud prevention program and anti-money laundering compliance related to the Company's money transfer services, where Walmart is an agent. The most recent subpoena was issued in August 2020. Walmart's responses to DOJ's subpoenas have been complete since 2021. While it has cooperated with the DOJ's review, the Company intends to vigorously defend this matter should the DOJ decide to pursue it further. The Company can provide no assurance as to the scope and outcome of this matter and cannot reasonably estimate any loss or range of loss that may arise. Accordingly, the Company can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.
Driver Platform Matters. The Company, the Federal Trade Commission ("FTC") and certain states have reached a settlement regarding investigations into payment and operational practices of its Spark Driver platform pursuant to a stipulated order entered on March 3, 2026. Pursuant to the settlement and without admitting liability, the Company agreed to entry of a judgment of $100 million and to maintain certain programmatic practices and reporting obligations for a period of 10 years. Approximately $63 million of the judgment was suspended, pursuant to the terms of the stipulated order (reflecting amounts that have already been paid to drivers and other considerations reflected in the settlement), and the Company accrued the remainder of approximately $37 million as of January 31, 2026. The Company continues discussions regarding these matters with certain other state representatives.
The Company has also been responding to subpoenas, information requests and investigations from governmental entities with respect to the payment of drivers, independent contractor classification of drivers and certain operational issues regarding its Spark Driver platform. The Company is defending putative representative action civil litigation relating to driver classification and defending other civil litigation and arbitration claims in connection with the platform. The Company intends to vigorously defend itself in these matters. However, the Company can provide no assurance as to the scope and outcome of these matters and cannot reasonably estimate any loss or range of loss that may arise. Accordingly, the Company can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.
Mexico Antitrust Matter. On October 6, 2023, the Comisión Federal de Competencia Económica of México ("COFECE") notified the main Mexican operating subsidiary of Wal-Mart de México, S.A.B. de C.V. ("Walmex"), a majority owned subsidiary of the Company, that COFECE's Investigatory Authority ("IA") had recommended the initiation of a quasi-judicial administrative process against Walmex's subsidiary for alleged relative monopolistic practices in connection with the supply and wholesale distribution of certain consumer goods, retail marketing practices of such consumer goods and related services. On December 12, 2024, after Walmex provided defenses, produced expert evidence and participated in a hearing, COFECE issued a split decision that Walmex's subsidiary had engaged in a single relative monopolistic practice in relation to the negotiation of two types of contributions with its suppliers. The resolution imposed a monetary penalty on Walmex's subsidiary in the amount of $93.4 million pesos (approximately $5 million U.S. dollars) and certain non-structural conduct measures relating to the two prohibited types of supplier contributions (while recognizing that other supplier contributions can continue). On January 6, 2025, Walmex's subsidiary challenged COFECE's resolution through an appeal in the specialized federal courts.
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Until the appeal is resolved, Walmex's subsidiary will operate in compliance with COFECE's ruling. Payment of the monetary penalty is stayed until the lawsuit is resolved.
Foreign Direct Investment Matters. In July 2021, the Directorate of Enforcement in India issued a show cause notice to Flipkart Private Limited and one of its subsidiaries ("Flipkart"), and to unrelated companies and individuals, including certain current and former shareholders and directors of Flipkart. The notice requests the recipients to show cause as to why further proceedings under India's Foreign Direct Investment rules and regulations (the "Rules") should not be initiated against them based on alleged violations during the period from 2009 to 2015, prior to the Company's acquisition of a majority stake in Flipkart in 2018 (the "Notice"). In addition, there have been more recent requests for information from the Directorate of Enforcement to Flipkart for periods prior and subsequent to April 2016 regarding the Rules, including the most recent request in April 2025 (the "Requests"), to which Flipkart has been responding. The Notice is an initial stage of proceedings under the Rules which could, depending upon the conclusions at the end of the initial stage, lead to a hearing to consider the merits of the allegations described in the Notice. If a hearing on the merits is initiated, whether with respect to the Notice or pursuant to any further proceedings related to the Requests, and if it is determined that violations of the Rules occurred, then the regulatory authority has the authority to impose monetary and/or non-monetary relief, such as share ownership restrictions. Flipkart has been responding to the Notice and, if the matter progresses to a consideration of the merits of the allegations described in the Notice, Flipkart intends to defend against the allegations vigorously. Due to the fact that the process regarding the Notice is in the early stages, the Company is unable to predict whether the Notice will lead to a hearing on the merits or, if it does, the final outcome of the resulting proceedings, as well as whether any further proceedings will arise with respect to the Requests. The Company cannot reasonably estimate any loss or range of loss that may arise from these matters and can provide no assurance as to the scope or outcome of any proceeding that might result from the Notice or the Requests, or the amount of the proceeds the Company may receive in indemnification from individuals and entities that sold shares to the Company under the 2018 agreement for the period prior to the date the Company acquired its majority stake in Flipkart, and further can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.
India Antitrust Matter. On January 13, 2020, the Competition Commission of India ("CCI") ordered its Director General (the "DG") to investigate certain matters alleging competition law violations by certain subsidiaries of Flipkart in India and other parties. On September 13, 2024, those subsidiaries received a non-confidential version of the DG's Investigation Report (the "Report"), alleging certain competition law violations. CCI is not bound by the Report, and will conduct its independent analysis of the allegations, including hearing objections from the subsidiaries and other parties before issuing its final order in the matter, which could include monetary and non-monetary relief. CCI's final order would also be subject to appropriate appellate proceedings. The Company can provide no assurance as to the scope and outcome of this matter, cannot reasonably estimate any loss or range of loss that may arise, and can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.
Note 6. Segments and Disaggregated Revenue
Segments
The Company is engaged in the operation of retail and wholesale stores and clubs, as well as eCommerce websites and mobile applications, located throughout the U.S., Africa, Canada, Central America, Chile, China, India and Mexico. The Company's operations are conducted in three reportable segments: Walmart U.S., Walmart International and Sam's Club U.S. The Company defines its segments as those operations whose results the chief operating decision maker ("CODM"), the Company's Chief Executive Officer, regularly reviews to analyze performance and allocate resources. The Company sells similar individual products and services in each of its segments. It is impractical to segregate and identify revenues for each of these individual products and services.
The Walmart U.S. segment includes the Company's mass merchandising concept in the U.S., as well as eCommerce, which includes omnichannel initiatives and certain other business offerings such as advertising services. The Walmart International segment consists of the Company's operations outside of the U.S., as well as eCommerce, which includes omnichannel initiatives. The Sam's Club U.S. segment includes the warehouse membership clubs in the U.S., as well as eCommerce, which includes omnichannel initiatives. Corporate and support consists of corporate overhead and other items not allocated to any of the Company's segments. The operating results of each reportable segment, including the mix of cost of sales and operating, selling, general and administrative expenses, are not directly comparable due to differences in business model, format and channel mix. Additionally, the operating results of each reportable segment may not be comparable to those of other retailers.
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The Company measures the profit or loss of its segments using operating income. The CODM uses operating income to allocate resources across the reportable segments as part of the Company's long-range and annual planning processes, and to evaluate planned versus actual results when assessing segment operating performance. From time to time, the Company may revise the measurement of each segment's operating income, including any corporate overhead allocations, and presentation of significant segment expenses, as determined by the information regularly reviewed by its CODM. Beginning in February 2026, the Company updated its segment allocation methodology for certain corporate overhead allocations and, accordingly, revised the prior period amounts for comparability. Information for the Company's segments, as well as for Corporate and support, including the reconciliation to income before income taxes, is provided as follows:
| Three Months Ended April 30, | ||||||||||||||
(Amounts in millions) | 2026 | 2025 | ||||||||||||
| Walmart U.S. | ||||||||||||||
| Net sales | $ | $ | ||||||||||||
| Membership and other income | ||||||||||||||
Total revenues | ||||||||||||||
| Cost of sales | ||||||||||||||
| Operating, selling, general and administrative expenses | ||||||||||||||
| Operating income | $ | $ | ||||||||||||
| Walmart International | ||||||||||||||
| Net sales | $ | $ | ||||||||||||
| Membership and other income | ||||||||||||||
Total revenues | ||||||||||||||
| Cost of sales | ||||||||||||||
| Operating, selling, general and administrative expenses | ||||||||||||||
| Operating income | $ | $ | ||||||||||||
Sam's Club U.S.(1) | ||||||||||||||
| Net sales | $ | $ | ||||||||||||
| Membership and other income | ||||||||||||||
Total revenues | ||||||||||||||
| Cost of sales | ||||||||||||||
| Operating, selling, general and administrative expenses | ||||||||||||||
| Operating income | $ | $ | ||||||||||||
Corporate and support | ||||||||||||||
Membership and other income(2) | $ | $ | ||||||||||||
| Operating, selling, general and administrative expenses | ||||||||||||||
| Operating loss | $ | ( | $ | ( | ||||||||||
| Consolidated | ||||||||||||||
| Net sales | $ | $ | ||||||||||||
| Membership and other income | ||||||||||||||
Total revenues | ||||||||||||||
| Cost of sales | ||||||||||||||
| Operating, selling, general and administrative expenses | ||||||||||||||
| Operating income | ||||||||||||||
| Interest, net | ||||||||||||||
Other (gains) and losses | ( | |||||||||||||
| Income before income taxes | $ | $ | ||||||||||||
(1) Total fuel-related cost of sales and operating, selling, general and administrative expenses for Sam's Club U.S. were $2.7 billion and $2.2 billion for the three months ended April 30, 2026 and 2025, respectively.
(2) Includes other income from corporate campus facilities and miscellaneous items.
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Depreciation and amortization and capital expenditures for the Company's segments, as well as for Corporate and support, are as follows:
| Three Months Ended April 30, | ||||||||||||||
(Amounts in millions) | 2026 | 2025 | ||||||||||||
| Walmart U.S. | ||||||||||||||
| Depreciation and amortization | $ | $ | ||||||||||||
| Capital expenditures | ||||||||||||||
| Walmart International | ||||||||||||||
| Depreciation and amortization | $ | $ | ||||||||||||
| Capital expenditures | ||||||||||||||
| Sam's Club U.S. | ||||||||||||||
| Depreciation and amortization | $ | $ | ||||||||||||
| Capital expenditures | ||||||||||||||
Corporate and support | ||||||||||||||
| Depreciation and amortization | $ | $ | ||||||||||||
| Capital expenditures | ||||||||||||||
| Consolidated | ||||||||||||||
| Depreciation and amortization | $ | $ | ||||||||||||
| Capital expenditures | ||||||||||||||
Total assets for the Company's segments, as well as for Corporate and support, are as follows:
| April 30, | January 31, | |||||||||||||
| (Amounts in millions) | 2026 | 2026 | ||||||||||||
Assets by segment | ||||||||||||||
Walmart U.S. | $ | $ | ||||||||||||
Walmart International | ||||||||||||||
Sam's Club U.S. | ||||||||||||||
Corporate and support | ||||||||||||||
Total assets | $ | $ | ||||||||||||
Disaggregated Revenues
In the following tables, segment net sales are disaggregated by either merchandise category or market. In addition, net sales related to eCommerce are provided for each segment. Net sales related to eCommerce include omnichannel sales where a customer initiates an order digitally and the order is fulfilled through a store or club, as well as net sales from other business offerings that are part of the Company's ecosystem such as certain advertising arrangements, fulfillment services and data insights. From time to time, the Company revises the assignment of net sales of a particular item to a merchandise category. When the assignment changes, previous period amounts are reclassified to be comparable to the current period's presentation.
| (Amounts in millions) | Three Months Ended April 30, | |||||||||||||
| Walmart U.S. net sales by merchandise category | 2026 | 2025 | ||||||||||||
| Grocery | $ | $ | ||||||||||||
| General merchandise | ||||||||||||||
| Health and wellness | ||||||||||||||
| Other categories | ||||||||||||||
| Total | $ | $ | ||||||||||||
Of Walmart U.S.'s total net sales, approximately $27.1 billion and $21.4 billion related to eCommerce for the three months ended April 30, 2026 and 2025, respectively.
| (Amounts in millions) | Three Months Ended April 30, | |||||||||||||
| Walmart International net sales by market | 2026 | 2025 | ||||||||||||
| Mexico and Central America | $ | $ | ||||||||||||
| China | ||||||||||||||
| Canada | ||||||||||||||
| Other | ||||||||||||||
| Total | $ | $ | ||||||||||||
Of Walmart International's total net sales, approximately $9.7 billion and $7.7 billion related to eCommerce for the three months ended April 30, 2026 and 2025, respectively.
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| (Amounts in millions) | Three Months Ended April 30, | |||||||||||||
| Sam's Club U.S. net sales by merchandise category | 2026 | 2025 | ||||||||||||
| Grocery | $ | $ | ||||||||||||
| Fuel and other | ||||||||||||||
| General merchandise | ||||||||||||||
| Health and wellness | ||||||||||||||
| Total | $ | $ | ||||||||||||
Of Sam's Club U.S.'s total net sales, approximately $4.1 billion and $3.3 billion related to eCommerce for the three months ended April 30, 2026 and 2025, respectively.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
This discussion, which presents Walmart Inc.'s ("Walmart," the "Company," "our," "us" or "we") results for periods occurring in the fiscal year ending January 31, 2027 ("fiscal 2027") and the fiscal year ended January 31, 2026 ("fiscal 2026"), should be read in conjunction with our Condensed Consolidated Financial Statements as of and for the three months ended April 30, 2026, and the accompanying notes included in Part I, Item 1 of this Quarterly Report on Form 10-Q, as well as our Consolidated Financial Statements as of and for the year ended January 31, 2026, the accompanying notes and the related Management's Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the year ended January 31, 2026.
From time to time, we revise the measurement of each segment's operating income and other measures as determined by the information regularly reviewed by its chief operating decision maker. Beginning in February 2026, the Company updated its segment allocation methodology for certain corporate overhead allocations and, accordingly, revised the prior period amounts for comparability.
Recent Developments, Macroeconomic Conditions and Potential Impacts
We expect continued uncertainty in our business and the global economy due to the following factors: tariffs and trade restrictions, including potential refunds; inflationary trends; fluctuations in global currencies; swings in macroeconomic conditions and their effect on consumer confidence; changes in employment trends; volatility in fuel prices; and supply chain pressures, any of which may impact our results. While we operate in a highly dynamic tariff environment, less than one third of what we sell in the U.S. is imported, with most of our imports coming from China,Vietnam, Mexico, India and Canada. We are committed to helping customers save money and live better through everyday low prices, supported by everyday low costs. Our operating results are influenced in part by our sourcing, pricing, merchandising, inventory management and other strategies in response to cost increases, which are further discussed in our Annual Report on Form 10-K. Information on certain risks, factors, and uncertainties that can affect our operating results and an investment in our securities can be found herein under "Item 1A. Risk Factors" and "Item 5. Other Information."
The Company is participating in the process established by the U.S. Customs and Border Protection for refunds of tariffs that the Company paid as the importer of record under the International Emergency Economic Powers Act. The timing, amounts and ultimate resolution of any refunds remain uncertain and subject to ongoing legal and administrative developments. Accordingly, the Company did not recognize any amounts related to these claims in the three months ended April 30, 2026.
For a detailed discussion on results of operations by reportable segment, refer to "Results of Operations" below.
Company Performance Metrics
We are committed to helping customers save money and live better through everyday low prices, supported by everyday low costs. At times, we adjust our business strategies to maintain and strengthen our competitive positions in the countries in which we operate. We define our financial priorities as follows:
•Growth - serve customers through a seamless omnichannel experience;
•Margin - improve our operating income margin through productivity initiatives as well as category and business mix; and
•Returns - improve our Return on Investment through margin improvement and disciplined capital spend.
Growth
Our objective of prioritizing growth means we will focus on serving customers and members however they want to shop through our omnichannel business model. This includes increasing comparable store and club sales through increasing membership through Walmart+ and at Sam's Club U.S., accelerating eCommerce sales growth and expansion of omnichannel initiatives that complement our strategy.
Comparable sales is a metric that indicates the performance of our existing stores and clubs by measuring the change in sales for such stores and clubs, including eCommerce sales, for a particular period over the corresponding period in the previous year. Our discussion of our comparable sales below refers to our calendar comparable sales calculated using our fiscal calendar, which may result in differences when compared to comparable sales using the retail calendar (also known as the 4-5-4 calendar) as provided in our quarterly earnings releases. We report on comparable sales in the U.S. as we believe it is a meaningful metric within the context of the U.S. retail market where there is a single currency, one inflationary market and generally consistent store and club formats from year to year.
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Calendar comparable sales, as well as the impact of fuel, for the three months ended April 30, 2026 and 2025, were as follows:
| Three Months Ended April 30, | ||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||
| With Fuel | Fuel Impact | |||||||||||||||||||||||||
| Walmart U.S. | 4.3 | % | 3.1 | % | 0.3 | % | 0.0 | % | ||||||||||||||||||
| Sam's Club U.S. | 5.9 | % | 2.8 | % | 2.1 | % | (2.6) | % | ||||||||||||||||||
Walmart U.S. comparable sales increased 4.3% for the three months ended April 30, 2026, driven by growth in transactions and average ticket, reflecting strength in grocery and general merchandise. Walmart U.S. eCommerce sales positively contributed approximately 5.2% to comparable sales for the three months ended April 30, 2026. This growth reflects continued strength in customer and Walmart+ member engagement with omnichannel offerings, which was primarily driven by store-fulfilled delivery.
Sam's Club U.S. comparable sales increased 5.9% for the three months ended April 30, 2026, with growth in transactions and unit volumes, reflecting strength in grocery and general merchandise. Additionally, higher fuel sales, driven by higher fuel prices and volumes, positively impacted comparable sales by 2.1% for three months ended April 30, 2026. Sam's Club U.S. eCommerce sales positively contributed approximately 3.1% to comparable sales for the three months ended April 30, 2026, reflecting continued strength in member engagement with omnichannel offerings, such as club-fulfilled delivery.
Margin
Our objective of prioritizing margin focuses on growth with a focus on incremental margin accretion through a combination of productivity improvements, as well as category and business mix. We invest in technology and process improvements to increase productivity, manage inventory and reduce costs, and we operate with discipline by managing expenses and optimizing the efficiency of how we work. We measure operating discipline through expense leverage, which we define as net sales growing at a faster rate than operating, selling, general and administrative ("operating") expenses. Additionally, we focus on our mix of businesses, including expanding our ecosystem in higher margin areas, such as digital advertising. Our objective over the long-term is to achieve operating income leverage, which we define as growing operating income at a faster rate than net sales.
| Three Months Ended April 30, | ||||||||||||||
| (Amounts in millions) | 2026 | 2025 | ||||||||||||
| Net sales | $ | 175,684 | $ | 163,981 | ||||||||||
| Percentage change from comparable period | 7.1 | % | 2.5 | % | ||||||||||
| Operating income | $ | 7,493 | $ | 7,135 | ||||||||||
| Percentage change from comparable period | 5.0 | % | 4.3 | % | ||||||||||
Percentage of net sales | ||||||||||||||
Gross profit(1) | 24.3 | % | 24.2 | % | ||||||||||
| Operating expenses | 21.2 | % | 20.8 | % | ||||||||||
| Operating income | 4.3 | % | 4.4 | % | ||||||||||
(1) Gross profit defined as net sales less cost of sales.
Gross profit as a percentage of net sales ("gross profit rate") increased 6 basis points for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year, primarily due to the Walmart U.S. segment, driven by merchandise mix shifts and growth in higher margin businesses, including advertising, partially offset by higher fuel costs within our supply chain and increased eCommerce fulfillment costs in the Sam's Club U.S. segment.
Operating expenses as a percentage of net sales increased 33 basis points for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year, primarily driven by higher depreciation related to our capital investments, certain business reorganization charges of $0.2 billion within the Walmart U.S. segment and Corporate and support related to strategic efforts to align our global platforms, as well as higher associate healthcare benefit costs related to increased enrollment and medical cost inflation in the U.S.
Operating income as a percentage of net sales decreased 8 basis points for the three months ended April 30, 2026, primarily due to the factors described above.
Returns
As we execute our financial framework, we believe our return on capital will improve over time. We measure return on capital with our return on investment and free cash flow metrics. In addition, we provide returns in the form of share repurchases and dividends, which are discussed in the Liquidity and Capital Resources section.
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Return on Assets and Return on Investment
We include Return on Assets ("ROA") and Return on Investment ("ROI") as metrics to assess our return on capital. ROA is the most directly comparable measure based on our financial statements presented in accordance with generally accepted accounting principles in the U.S. ("GAAP") while ROI is considered a non-GAAP financial measure. Management believes ROI is a meaningful metric to share with investors because it helps investors assess how effectively Walmart is deploying its assets. Trends in ROI can fluctuate over time as management balances long-term strategic initiatives with possible short-term impacts.
Our calculation of ROI is considered a non-GAAP financial measure because it uses financial measures that differ from those used in ROA, the most directly comparable GAAP financial measure. ROA is consolidated net income for the period divided by average total assets for the period. We define ROI as operating income plus interest income, depreciation and amortization, and rent expense for the trailing 12 months divided by average invested capital during the period. We consider average invested capital to be the average of our beginning and ending total assets, plus average accumulated depreciation and amortization, less average accounts payable and average accrued liabilities for that period. Although ROI is a standard financial measure, numerous methods exist for calculating a company's ROI. As a result, the method used by management to calculate our ROI may differ from the methods used by other companies to calculate their ROI.
The calculation of ROA and ROI, along with a reconciliation of ROI to the calculation of ROA, the most comparable GAAP financial measure, is as follows:
| For the Trailing Twelve Months Ended April 30, | ||||||||||||||
| (Amounts in millions) | 2026 | 2025 | ||||||||||||
| CALCULATION OF RETURN ON ASSETS | ||||||||||||||
| Numerator | ||||||||||||||
| Consolidated net income | $ | 23,121 | $ | 19,489 | ||||||||||
| Denominator | ||||||||||||||
Average total assets(1) | $ | 275,990 | $ | 258,213 | ||||||||||
| Return on assets (ROA) | 8.4 | % | 7.5 | % | ||||||||||
| CALCULATION OF RETURN ON INVESTMENT | ||||||||||||||
| Numerator | ||||||||||||||
| Operating income | $ | 30,183 | $ | 29,642 | ||||||||||
| + Interest income | 354 | 464 | ||||||||||||
| + Depreciation and amortization | 14,654 | 13,214 | ||||||||||||
| + Rent | 2,493 | 2,358 | ||||||||||||
| = ROI operating income | $ | 47,684 | $ | 45,678 | ||||||||||
| Denominator | ||||||||||||||
Average total assets(1) | $ | 275,990 | $ | 258,213 | ||||||||||
'+ Average accumulated depreciation and amortization(1) | 131,424 | 121,844 | ||||||||||||
'- Average accounts payable(1) | 60,288 | 56,886 | ||||||||||||
- Average accrued liabilities(1) | 26,808 | 25,089 | ||||||||||||
| = Average invested capital | $ | 320,318 | $ | 298,082 | ||||||||||
| Return on investment (ROI) | 14.9 | % | 15.3 | % | ||||||||||
(1)`The average is calculated using the account balance at the end of the current and prior comparative periods.
| As of April 30, | ||||||||||||||||||||
(Amounts in millions) | 2026 | 2025 | 2024 | |||||||||||||||||
| Certain Balance Sheet Data | ||||||||||||||||||||
| Total assets | $ | 289,607 | $ | 262,372 | $ | 254,054 | ||||||||||||||
| Accumulated depreciation and amortization | 137,679 | 125,169 | 118,518 | |||||||||||||||||
| Accounts payable | 62,876 | 57,700 | 56,071 | |||||||||||||||||
| Accrued liabilities | 27,530 | 26,085 | 24,092 | |||||||||||||||||
ROA was 8.4% and 7.5% for the trailing 12 months ended April 30, 2026 and 2025, respectively. The increase in ROA was primarily due to an increase in net income as a result of net increases in the fair value of our equity and other investments combined with higher operating income, partially offset by an increase in average total assets due to higher purchases of property and equipment. ROI was 14.9% and 15.3% for the trailing 12 months ended April 30, 2026 and 2025, respectively. The decrease in ROI was primarily due to an increase in average invested capital due to higher purchases of property and equipment. ROI benefited from increased operating income due to improved business performance, which was partially offset by the non-cash share-based compensation charge at PhonePe in the trailing 12 months as well as business reorganization charges and certain legal matters.
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Capital Allocation
Our strategy includes allocating the majority of our capital to higher-return areas focused on automation such as eCommerce, supply chain and store and club investments. The following table provides additional detail regarding our capital expenditures:
| (Amounts in millions) | Three Months Ended April 30, | |||||||||||||
| Allocation of Capital Expenditures | 2026 | 2025 | ||||||||||||
Supply chain, customer-facing initiatives, technology and other | $ | 3,817 | $ | 3,051 | ||||||||||
| Store and club remodels | 1,584 | 1,242 | ||||||||||||
| New stores and clubs, including expansions and relocations | 462 | 212 | ||||||||||||
| Total U.S. | $ | 5,863 | $ | 4,505 | ||||||||||
| Walmart International | 821 | 481 | ||||||||||||
| Total Capital Expenditures | $ | 6,684 | $ | 4,986 | ||||||||||
Free Cash Flow
Free cash flow is considered a non-GAAP financial measure. Management believes, however, that free cash flow, which measures our ability to generate additional cash from our business operations, is an important financial measure for use in evaluating the Company's financial performance. Free cash flow should be considered in addition to, rather than as a substitute for, consolidated net income as a measure of our performance and net cash provided by operating activities as a measure of our liquidity. See Liquidity and Capital Resources for discussions of GAAP metrics including net cash provided by operating activities, net cash used in investing activities and net cash provided by financing activities.
We define free cash flow as net cash provided by operating activities in a period minus payments for property and equipment made in that period. Walmart's definition of free cash flow is limited in that it does not represent residual cash flows available for discretionary expenditures due to the fact that the measure does not deduct the payments required for debt service and other contractual obligations or payments made for business acquisitions. Therefore, we believe it is important to view free cash flow as a measure that provides supplemental information to our Condensed Consolidated Statements of Cash Flows.
Although other companies report their free cash flow, numerous methods may exist for calculating a company's free cash flow. As a result, the method used by management to calculate our free cash flow may differ from the methods used by other companies to calculate their free cash flow.
The following table sets forth a reconciliation of free cash flow, a non-GAAP financial measure, to net cash provided by operating activities, which we believe to be the GAAP financial measure most directly comparable to free cash flow, as well as information regarding net cash used in investing activities and net cash provided by financing activities.
| Three Months Ended April 30, | ||||||||||||||
| (Amounts in millions) | 2026 | 2025 | ||||||||||||
| Net cash provided by operating activities | $ | 4,738 | $ | 5,411 | ||||||||||
| Payments for property and equipment | (6,684) | (4,986) | ||||||||||||
| Free cash flow | $ | (1,946) | $ | 425 | ||||||||||
Net cash used in investing activities(1) | $ | (6,737) | $ | (5,093) | ||||||||||
| Net cash provided by financing activities | 2,328 | 8 | ||||||||||||
(1) Net cash used in investing activities includes payments for property and equipment, which is also included in our computation of free cash flow.
Net cash provided by operating activities was $4.7 billion for the three months ended April 30, 2026, which represents a decrease of $0.7 billion when compared to the same period in the previous fiscal year. The decrease was primarily due to timing of inventory receipts, partially offset by timing of certain payments and an increase in cash provided by operating income. Free cash flow for the three months ended April 30, 2026 was negative $1.9 billion, which represents a decrease of $2.4 billion when compared to the same period in the previous fiscal year. The decrease in free cash flow was due to an increase of $1.7 billion in capital expenditures to support our omnichannel growth strategy combined with the decrease in net cash provided by operating activities described above.
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Results of Operations
Consolidated Results of Operations
| Three Months Ended April 30, | ||||||||||||||
| (Dollar amounts and retail square feet in millions) | 2026 | 2025 | ||||||||||||
| Net sales | $ | 175,684 | $ | 163,981 | ||||||||||
| Percentage change from comparable period | 7.1 | % | 2.5 | % | ||||||||||
Membership and other income(1) | 2,067 | 1,628 | ||||||||||||
| Total revenues | 177,751 | 165,609 | ||||||||||||
| Percentage change from comparable period | 7.3 | % | 2.5 | % | ||||||||||
Gross profit(2) | 42,626 | 39,678 | ||||||||||||
Operating expenses(2) | 37,200 | 34,171 | ||||||||||||
| Operating income | 7,493 | 7,135 | ||||||||||||
| Other (gains) and losses | (275) | 597 | ||||||||||||
| Consolidated net income | $ | 5,490 | $ | 4,639 | ||||||||||
| Percentage of net sales | ||||||||||||||
| Gross profit | 24.3 | % | 24.2 | % | ||||||||||
| Operating expenses | 21.2 | % | 20.8 | % | ||||||||||
| Operating income | 4.3 | % | 4.4 | % | ||||||||||
Unit counts at period end | 10,974 | 10,784 | ||||||||||||
Retail square feet at period end | 1,057 | 1,053 | ||||||||||||
(1) Membership and other income includes membership fees and other items such as rental and tenant income, recycling income, gift card breakage income, as well as other income from corporate campus facilities.
(2) Gross profit is defined as net sales less cost of sales. Operating expenses refers to operating, selling, general and administrative expenses.
Our total revenues increased $12.1 billion or 7.3% for the three months ended April 30, 2026 when compared to the same period in the previous fiscal year. The increase was primarily due to strong positive comparable sales in our U.S. segments and international markets driven by growth in transactions. eCommerce net sales grew $8.5 billion or 26% primarily driven by store and club-fulfilled delivery. Net sales growth also reflected strong sales in grocery and general merchandise across our segments. Net sales for the three months ended April 30, 2026 were positively affected by $2.3 billion in currency exchange rate fluctuations.
Membership and other income increased $0.4 billion or 27.0% for the three months ended April 30, 2026, reflecting 17.4% growth in membership fee revenue with strength across membership programs globally. Additionally, other income for the three months ended April 30, 2026 benefited from certain miscellaneous income items, none of which are individually material.
Gross profit rate increased 6 basis points for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year, primarily due to the Walmart U.S. segment, driven by merchandise mix shifts and growth in higher margin businesses, including advertising, partially offset by higher fuel costs within our supply chain and increased eCommerce fulfillment costs in the Sam's Club U.S. segment.
Operating expenses as a percentage of net sales increased 33 basis points for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year, primarily driven by higher depreciation related to our capital investments, certain business reorganization charges of $0.2 billion within the Walmart U.S. segment and Corporate and support related to strategic efforts to align our global platforms, as well as higher associate healthcare benefit costs related to increased enrollment and medical cost inflation in the U.S.
Other gains and losses consist of certain non-operating items, such as the change in the fair value of our investments and gains or losses on business dispositions, which by their nature can fluctuate from period to period. Other gains and losses for the three months ended April 30, 2026 consisted of net gains of $0.3 billion, compared to net losses of $0.6 billion for the same period in the previous fiscal year. These net gains and losses primarily consisted of changes in fair value of our equity and other investments driven by changes in their underlying stock prices.
Our effective income tax rate was 23.2% for the three months ended April 30, 2026, compared to 22.6% for the same period in the previous fiscal year. Our effective income tax rate may fluctuate as a result of various factors, including changes in our assessment of unrecognized tax benefits, valuation allowances, business operations, acquisitions, investments, entry into new businesses and geographies, intercompany transactions, changes in tax law, changes in the administrative practices, principles, and interpretations related to tax and the mix and size of earnings among our U.S. operations and international operations, which are subject to statutory rates that may be different than the U.S. statutory rate.
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As a result of the factors discussed above, consolidated net income increased $0.9 billion for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year. Accordingly, diluted net income per common share attributable to Walmart was $0.67 for the three months ended April 30, 2026, which represents an increase of $0.11 when compared to the same period in the previous fiscal year.
Walmart U.S. Segment
| Three Months Ended April 30, | ||||||||||||||
| (Dollar amounts and retail square feet in millions) | 2026 | 2025 | ||||||||||||
| Net sales | $ | 117,169 | $ | 112,163 | ||||||||||
| Net sales percentage change from comparable period | 4.5 | % | 3.2 | % | ||||||||||
| Calendar comparable sales increase | 4.3 | % | 3.1 | % | ||||||||||
Membership and other income | 926 | 636 | ||||||||||||
| Gross profit | 32,529 | 30,811 | ||||||||||||
| Operating expenses | 27,558 | 25,751 | ||||||||||||
| Operating income | $ | 5,897 | $ | 5,696 | ||||||||||
| Percentage of net sales | ||||||||||||||
| Gross profit | 27.8 | % | 27.5 | % | ||||||||||
| Operating expenses | 23.5 | % | 23.0 | % | ||||||||||
| Operating income | 5.0 | % | 5.1 | % | ||||||||||
| Unit counts at period end | 4,614 | 4,606 | ||||||||||||
| Retail square feet at period end | 699 | 698 | ||||||||||||
Net sales for the Walmart U.S. segment increased $5.0 billion or 4.5% for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year. The increase was due to comparable sales of 4.3% for the three months ended April 30, 2026, driven by growth in transactions and average ticket, reflecting strength in grocery and general merchandise. The Walmart U.S. segment's eCommerce net sales positively contributed approximately 5.2% to comparable sales for the three months ended April 30, 2026. This growth reflects continued strength in customer and Walmart+ member engagement with omnichannel offerings, which was primarily driven by store-fulfilled delivery.
Membership and other income increased 45.6% for the three months ended April 30, 2026, primarily driven by increases in certain miscellaneous income items, as well as double-digit percentage growth in membership fee revenue from Walmart+.
Gross profit rate increased 29 basis points for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year. The increase was primarily driven by merchandise mix shifts and growth in higher margin businesses, including advertising, partially offset by higher fuel costs within our supply chain.
Operating expenses as a percentage of net sales increased 56 basis points for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year. The increase was primarily due to increased depreciation expense related to our continued capital investments, higher associate healthcare benefit costs related to increased enrollment and medical cost inflation, as well as business reorganization charges.
As a result of the factors discussed above, operating income increased $0.2 billion for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year.
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Walmart International Segment
| Three Months Ended April 30, | ||||||||||||||
| (Dollar amounts and retail square feet in millions) | 2026 | 2025 | ||||||||||||
| Net sales | $ | 35,110 | $ | 29,754 | ||||||||||
| Percentage change from comparable period | 18.0 | % | (0.3) | % | ||||||||||
| Membership and other income | 425 | 379 | ||||||||||||
| Gross profit | 7,423 | 6,290 | ||||||||||||
| Operating expenses | 6,246 | 5,376 | ||||||||||||
| Operating income | $ | 1,602 | $ | 1,293 | ||||||||||
| Percentage of net sales | ||||||||||||||
| Gross profit | 21.1 | % | 21.1 | % | ||||||||||
| Operating expenses | 17.8 | % | 18.1 | % | ||||||||||
| Operating income | 4.6 | % | 4.3 | % | ||||||||||
| Unit counts at period end | 5,759 | 5,578 | ||||||||||||
| Retail square feet at period end | 278 | 274 | ||||||||||||
Net sales for the Walmart International segment increased $5.4 billion or 18.0% for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year. The increase was primarily due to positive comparable sales across our international markets, including strong eCommerce growth of $2.0 billion, and positive fluctuations in currency exchange rates of $2.3 billion.
Gross profit rate was flat for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year. The rate benefitted from improved eCommerce margins and business mix shifts, offset by ongoing format mix shifts.
Operating expenses as a percentage of net sales decreased 28 basis points for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year, primarily due to disciplined cost controls and ongoing format mix shifts, partially offset by investments in strategic growth priorities in our Canada and Mexico markets.
As a result of the factors discussed above, operating income increased $0.3 billion for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year.
Sam's Club U.S. Segment
| Three Months Ended April 30, | ||||||||||||||
| (Dollar amounts and retail square feet in millions) | 2026 | 2025 | ||||||||||||
| Including Fuel | ||||||||||||||
| Net sales | $ | 23,405 | $ | 22,064 | ||||||||||
| Percentage change from comparable period | 6.1 | % | 2.9 | % | ||||||||||
| Calendar comparable sales increase | 5.9 | % | 2.8 | % | ||||||||||
| Membership and other income | 674 | 607 | ||||||||||||
| Gross profit | 2,674 | 2,577 | ||||||||||||
| Operating expenses | 2,674 | 2,518 | ||||||||||||
| Operating income | $ | 674 | $ | 666 | ||||||||||
| Percentage of net sales | ||||||||||||||
| Gross profit | 11.4 | % | 11.7 | % | ||||||||||
| Operating expenses | 11.4 | % | 11.4 | % | ||||||||||
| Operating income | 2.9 | % | 3.0 | % | ||||||||||
| Unit counts at period end | 601 | 600 | ||||||||||||
| Retail square feet at period end | 81 | 80 | ||||||||||||
Excluding Fuel (1) | ||||||||||||||
| Net sales | $ | 20,517 | $ | 19,739 | ||||||||||
| Percentage change from comparable period | 3.9 | % | 5.5 | % | ||||||||||
| Operating income | $ | 515 | $ | 529 | ||||||||||
(1) We believe the Excluding Fuel information is useful to investors because it permits investors to understand the effect of the Sam's Club U.S. segment's fuel sales on its results of operations, which are impacted by the volatility of fuel prices. Volatility in fuel prices may continue to impact the operating results of the Sam's Club U.S. segment in the future.
Net sales for the Sam's Club U.S. segment increased $1.3 billion or 6.1% for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year. The increase was primarily due to comparable sales, including fuel, of 5.9% for the three months ended April 30, 2026, with growth in transactions and unit volumes, reflecting strength in grocery
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and general merchandise. Additionally, higher fuel sales, driven by higher fuel prices and volumes, positively impacted comparable sales by 2.1% for three months ended April 30, 2026. Sam's Club U.S. eCommerce net sales positively contributed approximately 3.1% to comparable sales for the three months ended April 30, 2026, reflecting continued strength in member engagement with omnichannel offerings, such as club-fulfilled delivery.
Membership and other income increased 11.0% for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year. The increase was primarily due to growth in the membership base and Plus penetration, as well as increases in certain miscellaneous income items. Effective May 1, 2026, Sam's Club U.S. increased its annual membership fees for Club and Plus memberships from $50 to $60 and from $110 to $120, respectively. The fee increase will benefit membership and other income in future periods, as membership fees are deferred and recognized ratably over the one-year membership term.
Gross profit rate decreased 26 basis points for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year. The decrease was primarily due to increased eCommerce fulfillment costs, driven by club-fulfilled delivery.
Operating expenses as a percentage of net sales was flat for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year. The rate benefitted from higher fuel sales, offset by increased costs related to club-fulfillment of delivery orders and higher associate healthcare benefit costs related to increased enrollment and medical cost inflation.
As a result of the factors discussed above, operating income increased slightly for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year.
Liquidity and Capital Resources
Liquidity
The strength and stability of our operations have historically supplied us with a significant source of liquidity. Our cash flows provided by operating activities, supplemented with our long-term debt and short-term borrowings, have been sufficient to fund our operations while allowing us to invest in activities that support the long-term growth of our operations. Generally, some or all of the remaining available cash flow has been used to fund dividends on our common stock and share repurchases. We believe our sources of liquidity will continue to be sufficient to fund operations, finance our investment activities, pay dividends and fund our share repurchases for at least the next 12 months and for the foreseeable future.
Net Cash Provided by Operating Activities
| Three Months Ended April 30, | ||||||||||||||
| (Amounts in millions) | 2026 | 2025 | ||||||||||||
| Net cash provided by operating activities | $ | 4,738 | $ | 5,411 | ||||||||||
Net cash provided by operating activities for the three months ended April 30, 2026 decreased $0.7 billion when compared to the same period in the previous fiscal year. The decrease was primarily due to timing of inventory receipts, partially offset by timing of certain payments and an increase in cash provided by operating income.
Cash Equivalents and Working Capital Deficit
Cash and cash equivalents were $10.7 billion and $9.3 billion at April 30, 2026 and 2025, respectively. Our working capital deficit was $26.2 billion as of April 30, 2026, which increased when compared to the $22.7 billion working capital deficit as of April 30, 2025. The increase in our working capital deficit was primarily driven by the timing of certain payments described above and an increase in short-term borrowings for general corporate purposes, partially offset by an increase in inventories and receivables primarily related to sales growth combined with higher cash balances. We generally operate with a working capital deficit due to our efficient use of cash in funding operations, consistent access to the capital markets and returns provided to our shareholders in the form of cash dividends and share repurchases.
As of April 30, 2026 and January 31, 2026, cash and cash equivalents of $5.0 billion and $3.9 billion, respectively, may not be freely transferable to the U.S. due to local laws or other restrictions or are subject to the approval of the noncontrolling interest shareholders.
Net Cash Used in Investing Activities
| Three Months Ended April 30, | ||||||||||||||
| (Amounts in millions) | 2026 | 2025 | ||||||||||||
| Net cash used in investing activities | $ | (6,737) | $ | (5,093) | ||||||||||
Net cash used in investing activities for the three months ended April 30, 2026 increased $1.6 billion when compared to the same period in the previous fiscal year. The increase was primarily due to increased payments for property and equipment.
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Net Cash Provided by Financing Activities
| Three Months Ended April 30, | ||||||||||||||
| (Amounts in millions) | 2026 | 2025 | ||||||||||||
| Net cash provided by financing activities | $ | 2,328 | $ | 8 | ||||||||||
Net cash provided by financing activities increased $2.3 billion for the three months ended April 30, 2026, when compared to the same period in the previous fiscal year. The increase was primarily due to lower share repurchases and higher short-term borrowings, primarily offset by debt repayments in the current fiscal year.
In April 2026, the Company renewed and extended its existing 364-day revolving credit facility of $10.0 billion as well as its five-year credit facility of $5.0 billion. In total, we had committed lines of credit in the U.S. of $15.0 billion at April 30, 2026, all undrawn.
Long-term Debt
The following table provides the changes in our long-term debt for the three months ended April 30, 2026:
| (Amounts in millions) | Long-term debt due within one year | Long-term debt | Total | |||||||||||||||||
| Balances as of February 1, 2026 | $ | 3,542 | $ | 34,624 | $ | 38,166 | ||||||||||||||
Proceeds from issuance of long-term debt(1) | — | 4,230 | 4,230 | |||||||||||||||||
| Repayments of long-term debt | (1,504) | — | (1,504) | |||||||||||||||||
| Reclassifications of long-term debt | 1,873 | (1,873) | — | |||||||||||||||||
Currency and other adjustments | (15) | (94) | (109) | |||||||||||||||||
| Balances as of April 30, 2026 | $ | 3,896 | $ | 36,887 | $ | 40,783 | ||||||||||||||
(1)Proceeds from issuance of long-term debt are net of deferred loan costs and any related discount or premium.
During the three months ended April 30, 2026, our total outstanding long-term debt increased $2.6 billion, primarily due to the issuance of new long-term debt in April 2026, less current year debt repayments. Refer to Note 3 to our Condensed Consolidated Financial Statements for details.
Dividends
Effective February 19, 2026, the Company approved the fiscal 2027 annual dividend of $0.99 per share, an increase over the fiscal 2026 annual dividend of $0.94 per share. For fiscal 2027, the annual dividend was or will be paid in four quarterly installments of $0.2475 per share, according to the following record and payable dates:
| Record Date | Payable Date | |||||||
| March 20, 2026 | April 6, 2026 | |||||||
| May 8, 2026 | May 26, 2026 | |||||||
| August 21, 2026 | September 8, 2026 | |||||||
| December 11, 2026 | January 4, 2027 | |||||||
The dividend installments payable on April 6, 2026 and May 26, 2026 were paid as scheduled.
Company Share Repurchase Program
From time to time, the Company repurchases shares of its common stock under share repurchase programs authorized by the Company's Board of Directors. Any repurchased shares are constructively retired and returned to an unissued status. All repurchases made during the three months ended April 30, 2026 prior to February 23, 2026 were made under the program in effect at the beginning of fiscal 2027. In February 2026, the Company approved a new $30 billion share repurchase program, which beginning on February 23, 2026, replaced the previous share repurchase program. As of April 30, 2026, authorization for $28.2 billion of share repurchases remained under the current share repurchase program.
We regularly review share repurchase activity and consider several factors in determining when to execute share repurchases, including, among other things, current cash needs, capacity for leverage, cost of borrowings, our results of operations and the market price of our common stock. We anticipate that a majority of the ongoing share repurchase program will be funded through the Company's free cash flow.
The following table provides, on a settlement date basis, share repurchase information for the three months ended April 30, 2026 and 2025:
| Three Months Ended April 30, | |||||||||||
| (Amounts in millions, except per share data) | 2026 | 2025 | |||||||||
| Total number of shares repurchased | 16.6 | 50.4 | |||||||||
| Average price paid per share | $ | 125.51 | $ | 90.35 | |||||||
| Total amount paid for share repurchases | $ | 2,080 | $ | 4,555 | |||||||
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During the three months ended April 30, 2026, the Company repurchased $2.1 billion in shares of its common stock, a decrease of $2.5 billion as compared to the same period in the previous fiscal year. The decrease was primarily driven by opportunistic prices during the first quarter of fiscal 2026 as part of the Company's long-term strategy.
Material Cash Requirements
Material cash requirements from operating activities primarily consist of inventory purchases, employee related costs, taxes, interest and other general operating expenses, which we expect to be primarily satisfied by our cash from operations. Other material cash requirements from known contractual and other obligations include short-term borrowings, long-term debt and related interest payments, leases and purchase obligations.
Capital Resources
We believe our cash flows from operations, current cash position, short-term borrowings and access to capital markets will continue to be sufficient to meet our anticipated cash requirements and contractual obligations, which includes funding seasonal buildups in merchandise inventories and funding our capital expenditures, acquisitions, dividend payments and share repurchases.
We have strong commercial paper and long-term debt ratings that have enabled and should continue to enable us to refinance our debt as it becomes due at favorable rates in capital markets. As of April 30, 2026, the ratings assigned to our commercial paper and rated series of our outstanding long-term debt were as follows:
| Rating agency | Commercial paper | Long-term debt | ||||||||||||
| Standard & Poor's | A-1+ | AA | ||||||||||||
| Moody's Investors Service | P-1 | Aa2 | ||||||||||||
| Fitch Ratings | F1+ | AA | ||||||||||||
Credit rating agencies review their ratings periodically and, therefore, the credit ratings assigned to us by each agency may be subject to revision at any time. Accordingly, we are not able to predict whether our current credit ratings will remain consistent over time. Factors that could affect our credit ratings include changes in our operating performance, the general economic environment, conditions in the retail industry, our financial position, including our total debt and capitalization, and changes in our business strategy. Any downgrade of our credit ratings by a credit rating agency could increase our future borrowing costs or impair our ability to access capital and credit markets on terms commercially acceptable to us. In addition, any downgrade of our current short-term credit ratings could impair our ability to access the commercial paper markets with the same flexibility that we have experienced historically, potentially requiring us to rely more heavily on more expensive types of debt financing. The credit rating agency ratings are not recommendations to buy, sell or hold our commercial paper or debt securities. Each rating may be subject to revision or withdrawal at any time by the assigning rating organization and should be evaluated independently of any other rating. Moreover, each credit rating is specific to the security to which it applies.
Other Matters
In Note 5 to our Condensed Consolidated Financial Statements, which is captioned "Contingencies" and appears in Part I of this Quarterly Report on Form 10-Q under the caption "Item 1. Financial Statements," we discuss, under the sub-caption "Opioid-Related Litigation" certain opioid-related matters and certain risks arising therefrom. In Note 5, we discuss, "Asda Equal Value Claims" the Company's indemnification obligation for the Asda Equal Value Claims matter, "Money Transfer Agent Services Matter," a government investigation by the U.S. Attorney's Office for the Middle District of Pennsylvania into the Company's consumer fraud prevention and anti-money laundering compliance related to the Company's money transfer agent services, as well as matters related to independent contractor drivers on the driver platform under "Driver Platform Matters." In Note 5, under "Mexico Antitrust Matter," we also discuss a quasi-judicial administrative process initiated by COFECE against Walmex and Walmex's related constitutional challenge. In Note 5 we also discuss a show cause notice and requests issued by the Directorate of Enforcement to Flipkart regarding Foreign Direct Investment rules and regulations in India and an India Antitrust Matter. We reference various legal proceedings related to the Prescription Opiate Litigation, the DOJ Opioid Civil Litigation and False Claims Act Litigation; Asda Equal Value Claims; Money Transfer Agent Services Matter; Federal Trade Commission and State Attorneys General Driver Platform Litigation; Mexico Antitrust Matter; and an India Antitrust Matter in Part II of this Quarterly Report on Form 10-Q under the caption "Item 1. Legal Proceedings," under the caption "I. Supplemental Information." We also discuss an environmental matter with the U.S. Environmental Protection Agency in Part II of this Quarterly Report on Form 10-Q under the caption "Item 1. Legal Proceedings," under the sub-caption "II. Environmental Matters." The foregoing matters and other matters described elsewhere in this Quarterly Report on Form 10-Q represent contingent liabilities of the Company that may or may not result in the incurrence of a material liability by the Company upon their final resolution.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
Market risks relating to our operations result primarily from changes in interest rates, currency exchange rates and the fair value of certain equity investments. As of April 30, 2026, there were no material changes to our market risks disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2026. The information concerning market risk set forth in Part II, Item 7A. of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, as filed with the SEC on March 13, 2026, under the caption "Quantitative and Qualitative Disclosures About Market Risk," is hereby incorporated by reference into this Quarterly Report on Form 10-Q.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. In designing and evaluating such controls and procedures, we recognize that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Our management is necessarily required to use judgment in evaluating controls and procedures. Also, we have investments in unconsolidated entities. Since we do not control or manage those entities, our controls and procedures with respect to those entities are substantially more limited than those we maintain with respect to our consolidated subsidiaries.
In the ordinary course of business, we review our internal control over financial reporting and make changes to our systems and processes to improve such controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, updating existing systems, automating manual processes, standardizing controls globally, migrating certain processes to our shared services organizations and increasing monitoring controls. We are continuing to upgrade our financial systems globally and modernize functions across the business which will impact our internal control over financial reporting.
An evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report was performed under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure and are effective to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. There has been no significant change in the Company's internal control over financial reporting that occurred during the fiscal quarter ended April 30, 2026, that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
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PART II. OTHER INFORMATION
Item 1. Legal Proceedings
I. SUPPLEMENTAL INFORMATION: The Company is involved in legal proceedings arising in the normal course of its business, including litigation, arbitration and other claims, and investigations, inspections, subpoenas, audits, claims, inquiries and similar actions by governmental authorities. We discuss certain legal proceedings in Part I of this Quarterly Report on Form 10-Q under the caption "Item 1. Financial Statements," in Note 5 to our Condensed Consolidated Financial Statements, which is captioned "Contingencies," under the sub-caption "Legal Proceedings." We refer you to that discussion for important information concerning those legal proceedings, including the basis for such actions and, where known, the relief sought. We provide the following additional information concerning those legal proceedings, including the name of the lawsuit, the court in which the lawsuit is pending, and the date on which the petition commencing the lawsuit or appeal was filed, in addition to disclosure of certain other legal matters.
Opioid-Related Litigation: In re National Prescription Opiate Litigation (MDL No. 2804) (the "MDL") is pending in the U.S. District Court for the Northern District of Ohio and includes approximately 130 cases with claims against the Company as of May 22, 2026. In addition, the following 13 other opioid-related cases against the Company and its subsidiaries were pending in U.S. state and federal courts and Canadian courts as of May 22, 2026: Baby Doe 1, et al. v. Allergan Finances, LLC, et al., U.S. Dist. Ct., E.D. Tenn., 4/29/25; Marshall Cty. Bd. of Educ., et al. v. Cephalon, Inc., et al., U.S. Dist. Ct., N.D. W. Va., 10/28/24; Reiner v. CVS Pharm., Inc., et al., Nev. 5th Jud. Dist. Ct., Nye Cty., 2/26/24; Chaney v. CVS Pharm., Inc., et al., Ky. Cir. Ct., Perry Cty., 12/11/23; City of Grande Prairie, et al. v. Apotex Inc., et al., Alta. King's Bench Ct., Calgary Jud. Ctr., 4/27/23; Lac La Ronge Indian Band, et al. v. Apotex Inc., et al., Sask. King's Bench Ct., Prince Albert Jud. Ctr., 3/17/23; Commonwealth of Pennsylvania ex rel. Allegheny Cty. Dist. Att'y Stephen A. Zappala, Jr. v. CVS Ind., LLC, et al., Pa. Ct. Com. Pl., Delaware Cty., 8/8/22; Baby Doe, et al., ex rel. Their Guardian Ad Litem v. Endo Health Sols., Inc., et al., U.S. Dist. Ct., M.D. Tenn., 8/3/22; Paynter ex rel. Minor Child(ren) Z.N.B. v. McKesson Corp., et al., W. Va. Cir. Ct., Kanawha Cty., 3/28/22; Blankenship ex rel. Minor Child Z.D.B. v. McKesson Corp., et al., W. Va. Cir. Ct., Kanawha Cty., 1/14/22; Miss. Baptist Med. Ctr. Inc., et al. v. Amneal Pharm., LLC, et al., Miss. 1st Jud. Dist., Hinds Cty. Cir. Ct., 5/15/20; Dallas Cty. Hosp. Dist. d/b/a Parkland Health & Hosp. Sys., et al., v. Amneal Pharm., LLC, et al., Tex. Dist. Ct., 152nd Jud. Dist., Harris Cty., 11/20/19; Fla. Health Scis. Ctr., Inc., et al. v. Sackler, et al., Fla. Cir. Ct., 17th Jud. Cir., Broward Cty., 9/16/19.
DOJ Opioid Civil Litigation: United States of America v. Walmart Inc., et al., USDC, Dist. of DE, 12/22/20.
False Claims Act Litigation: United States of America ex rel. James Marcilla and Isela Chavez, USDC, Dist. of N.M., 8/23/19, transferred to USDC Dist. of DE 7/25/24.
ASDA Equal Value Claims: Ms S Brierley & Others v. ASDA Stores Ltd (2406372/2008 & Others – Manchester Employment Tribunal); Abbas & Others v Asda Stores limited (KB-2022-003243); and Abusubih & Others v Asda Stores limited (KB-2022-003240).
Federal Trade Commission and State Attorneys General Driver Platform Litigation: Federal Trade Commission, et al. v. Walmart Inc., USDC, N.D. Cal., 2/26/26.
Mexico Antitrust Matter: Comisión Federal de Competencia Económica of México, Investigative Authority v. Nueva Wal-Mart de México, S.de R.L. de C.V. (Docket IO-002-2020, consolidated with Docket DE-026-2020), Mexico, 10/6/23.
India Antitrust Matter: Competition Commission of India, Case No. 40 of 2019, order initiating investigation 1/13/20.
II. ENVIRONMENTAL MATTERS: Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the Company reasonably believes will exceed $1 million.
In October 2023, the Company received a Finding of Violation from the U.S. Environmental Protection Agency (the "EPA") alleging violations of the Clean Air Act in connection with the Company's refrigeration leak detection and repair program at certain of its facilities. The Company is cooperating with the EPA in its investigation. The EPA may seek to impose monetary and non-monetary penalties for the alleged violations of the Clean Air Act. The Company is unable to predict the final outcome of this matter, but the EPA could seek penalties in excess of $1 million. Although the Company does not believe this matter will have a material adverse effect on its business, financial position, results of operations, or cash flows, the Company can provide no assurance that its business, financial position, results of operations or cash flows will not be materially adversely affected.
Item 1A. Risk Factors
In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in Part I, Item 1A, under the caption "Risk Factors," of our Annual Report on Form 10-K for the fiscal year ended January 31, 2026, which risks could materially and adversely affect our business, results of operations, financial condition and liquidity. No material change in the risk factors discussed in such Form 10-K has occurred. Such risk factors do not identify all risks that we face because our business operations could also be affected by additional factors that are not presently known to us or that we
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currently consider to be immaterial to our operations. Our business operations could also be affected by additional factors that apply to all companies operating in the U.S. and globally.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
From time to time, the Company repurchases shares of its common stock under share repurchase programs authorized by the Company's Board of Directors. All repurchases made during the three months ended April 30, 2026 prior to February 23, 2026 were made under the program in effect at the beginning of fiscal 2027. In February 2026, the Company approved a new $30 billion share repurchase program, which beginning on February 23, 2026, replaced the previous share repurchase program. As of April 30, 2026, authorization for $28.2 billion of share repurchases remained under the current share repurchase program. Any repurchased shares are constructively retired and returned to an unissued status.
The Company regularly reviews its share repurchase activity and considers several factors in determining when to execute share repurchases, including, among other things, current cash needs, capacity for leverage, cost of borrowings, its results of operations and the market price of its common stock. Share repurchase activity under our share repurchase program, on a trade date basis, for the three months ended April 30, 2026, was as follows:
| Fiscal Period | Total Number of Shares Purchased | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(1) (billions) | ||||||||||||||||||||||
| February 1 - 28, 2026 | 3,481,270 | $ | 127.23 | 3,481,270 | $ | 29.8 | ||||||||||||||||||||
| March 1 - 31, 2026 | 7,028,263 | 123.83 | 7,028,263 | 28.9 | ||||||||||||||||||||||
| April 1 - 30, 2026 | 6,171,552 | 126.89 | 6,171,552 | 28.2 | ||||||||||||||||||||||
| Total | 16,681,085 | 16,681,085 | ||||||||||||||||||||||||
(1) Represents approximate dollar value of shares that could have been purchased under the plan in effect at the end of the month.
Item 5. Other Information
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
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 .
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.
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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 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 Provided 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; 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.
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:
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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.
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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.
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Item 6. Exhibits
The following documents are filed as an exhibit to this Quarterly Report on Form 10-Q:
Exhibit 3.1(a) | ||||||||
Exhibit 3.1(b) | ||||||||
Exhibit 3.2 | ||||||||
| Exhibit 10.1* | ||||||||
| Exhibit 10.2 | ||||||||
| Exhibit 31.1* | ||||||||
| Exhibit 31.2* | ||||||||
| Exhibit 32.1** | ||||||||
| Exhibit 32.2** | ||||||||
| 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 April 30, 2026, formatted in Inline XBRL (included in Exhibit 101) | |||||||
| * | Filed herewith as an Exhibit. | ||||
| ** | Furnished herewith as an Exhibit. | ||||
| (C) | This Exhibit is a management contract or compensatory plan or arrangement | ||||
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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: May 29, 2026 | By: | /s/ John R. Furner | |||||||||
| John R. Furner President and Chief Executive Officer (Principal Executive Officer) | |||||||||||
| Date: May 29, 2026 | By: | /s/ John David Rainey | |||||||||
| John David Rainey Executive Vice President and Chief Financial Officer (Principal Financial Officer) | |||||||||||
| Date: May 29, 2026 | By: | /s/ Dwayne M. Milum | |||||||||
| Dwayne M. Milum Senior Vice President and Controller (Principal Accounting Officer) | |||||||||||
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Exhibit 10.1
Name of Grantee: | |||||
Grant Date: | |||||
Number of Performance-Based Restricted Stock Units at Target Performance: | |||||
Performance Period: | |||||
Vesting Date: | |||||
Walmart Identification Number: | |||||
WALMART INC.
STOCK INCENTIVE PLAN OF 2025
GLOBAL SHARE-SETTLED PERFORMANCE-BASED RESTRICTED STOCK UNIT NOTIFICATION OF AWARD AND TERMS AND CONDITIONS OF AWARD
This Global Share-Settled Performance-Based Restricted Stock Unit Notification of Award and Terms and Conditions of Award, including any applicable supplemental terms and conditions and/or any applicable additional terms and conditions for your specific country set forth in any appendices attached hereto (jointly, the “Agreement”), contain the terms and conditions of the performance-based restricted stock units (“PRSUs”) granted to you by Walmart Inc., a Delaware corporation (“Walmart”), under the Walmart Inc. Stock Incentive Plan of 2025, as may be amended from time to time (the “Plan”).
All the terms and conditions of the Plan are incorporated into this Agreement by reference. All capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Plan.
BY SIGNING OR ELECTRONICALLY ACCEPTING THIS AGREEMENT, YOU HEREBY ACKNOWLEDGE, UNDERSTAND, AGREE TO, AND ACCEPT THE FOLLOWING:
1.Grant of Performance-Based Restricted Stock Units. Walmart has granted to you, effective on the Grant Date, the PRSUs, which consist of the right to receive a number of Shares underlying the PRSUs set forth above (as further determined in Paragraph 5 below), subject to certain vesting conditions.
2.Plan Governs. The PRSUs and this Agreement are subject to the terms and conditions of the Plan. You are accepting the PRSUs, acknowledging receipt of a copy of the Plan and the prospectus covering the Plan, and acknowledging that the PRSUs and your participation in the Plan are subject to all the terms and conditions of the Plan and of this Agreement. You further agree to accept as binding, conclusive and final all decisions and interpretations by the Committee upon any disputes or questions arising under the Plan, including whether, and the extent to which, the Performance Measures, Performance Goals, and time-based vesting restrictions referred to in Paragraph 5 have been satisfied.
3.Payment. You are not required to pay for the PRSUs or the Shares underlying the PRSUs granted to you pursuant to this Agreement.
4.Stockholder Rights. Unless and until your PRSUs vest and the underlying Shares have been delivered to you:
A.You do not have the right to vote the Shares underlying your PRSUs;
B.You will not receive, nor be entitled to receive, cash or any non-cash dividends on the PRSUs or the Shares underlying the PRSUs; and
C.You will not have any other beneficial rights as a shareholder of Walmart due to the PRSUs. Upon receipt of the Shares, however, you will be accorded the same rights and responsibilities as any shareholder of Walmart, and will be provided with information regarding Walmart that is provided to all other shareholders of Walmart.
5.Adjustment and Vesting of the PRSUs and Delivery of Shares.
A.Performance Period and Achievement Rates. The Committee establishes the Performance Goals and Performance Measures applicable to your PRSUs. You will receive by separate writing a notification of the performance criteria applicable to your PRSUs in respect of the Performance Period set forth above which reflects the fiscal year of Walmart or, if different, the Affiliate that employs you (the “Employer”). The Performance Measures (including any applicable weightings thereof) and Performance Goals as set forth in such separate writing are hereby incorporated by reference into this Agreement.
The number of PRSUs that ultimately may vest and, accordingly, the Shares that ultimately may be delivered to you shall depend upon the degree to which the Performance Goals have been achieved, as determined by the Committee in accordance with the Plan, for each Performance Measure during the Performance Period. With respect to each applicable Performance Measure during the Performance Period:
1.“Threshold” performance means the achievement of the lowest possible Performance Goal established by the Committee;
2.“Target” performance means the achievement of the Performance Goal established by the Committee; and
3.“Maximum” performance means the highest possible achievement of the Performance Goal established by the Committee.
The weighted average of all applicable achievement rates during the Performance Period is referred to herein as the “Performance Achievement Rate.” A Performance Achievement Rate is determined for each Performance Measure applicable to your Plan Award in respect of the Performance Period. The Performance Achievement Rate value applied to each weighted Performance Measure during the Performance Period is expressed as a percentage and may fall within the Performance Achievement Rates set forth in Exhibit A hereto.
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At the end of the Performance Period, the number of PRSUs that were granted to you shall be adjusted to reflect the degree to which applicable Performance Goals have been attained by multiplying: (x) the Performance Achievement Rate and (y) the number of PRSUs granted by this Agreement. Subject to Paragraph 10 below, and provided you have not incurred a Forfeiture Condition before the Vesting Date, the adjusted number of PRSUs (the “Adjusted PRSUs”) represent the number of Shares you shall receive, as described in Paragraph 5.C below.
B.Vesting of the Adjusted PRSUs. Subject to Paragraph 7 and provided you have not incurred a Forfeiture Condition, your Adjusted PRSUs will vest on the Vesting Date set forth above.
C.Delivery of Shares. Upon the vesting of your Plan Award, you shall be entitled to receive a number of Shares equal to the number of Adjusted PRSUs as calculated in Paragraph 5.A. above less any Shares withheld or sold to satisfy tax withholding obligations as set forth in Paragraph 10 below. The Shares shall be delivered to you as soon as administratively feasible following the later of: (x) the Vesting Date set forth above; and (y) the date the Committee has determined the degree of attainment of the Performance Goals applicable to your Plan Award, but in any event:
1. within 150 days of the Vesting Date; or
2. within 74 days of an Accelerated Vesting pursuant to Paragraph 8 below.
Such Shares will be deposited into an account in your name with a broker or other third party designated by Walmart. You will be responsible for all fees imposed by such designated broker or other third party designated by Walmart.
D.Elective Deferral of Shares. If you are eligible to defer delivery of the Shares upon the vesting of your Adjusted PRSUs to a future date in accordance with Section 8.7 of the Plan and rules and procedures relating thereto, you will be advised as to when any such deferral election must be made and the rules and procedures applicable to such deferral election.
6.Forfeiture; Clawback.
A.Forfeiture Conditions. Subject to Paragraph 8 below, any PRSUs that would otherwise vest, if any, in whole or in part on the Vesting Date will not vest and will be immediately forfeited if, prior to the Vesting Date:
1.your Continuous Status terminates for any reason (other than death or Disability, to the extent provided in Paragraph 8 below), as determined pursuant to Paragraph 13.O below;
2.you transition out of an officer position eligible to receive PRSUs; provided, however, that;
a)if you move to a position equivalent to “Group Director” or “Senior Director,” you will continue to receive the vesting of PRSUs previously granted; or
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b)if you move to a position equivalent to “Director” or below, you will forfeit those PRSUs that will vest in any fiscal year after the fiscal year in which your demotion occurs; or
3.you have not executed and delivered to Walmart a Non-Disclosure and Restricted Use Agreement, in a form to be provided to you by Walmart.
Each of the events described in Paragraphs 6.A.1, 6.A.2 and 6.A.3 above shall be referred to as a “Forfeiture Condition” for purposes of this Agreement. Furthermore, if applicable, you shall be advised if the Committee has determined that vesting of this Plan Award is further conditioned upon your execution and delivery to Walmart of a Post Termination Agreement and Covenant Not to Compete prior to the Vesting Date, in a form to be provided to you by Walmart. If applicable, the failure to execute and deliver such Post Termination Agreement and Covenant Not to Compete prior to the Vesting Date shall also be deemed a “Forfeiture Condition” for purposes of this Agreement. Upon the occurrence of a Forfeiture Condition, you shall have no further rights with respect to such PRSUs, any Adjusted PRSUs, or the underlying Shares.
B.Clawback.
1.You agree that your Plan Award and any Shares or any other benefits or proceeds therefrom that you may receive hereunder shall be subject to forfeiture and/or repayment to Walmart pursuant to (i) the Walmart Inc. Code of Conduct and Executive Compensation Recoupment Policy and (ii) any other recovery, recoupment, “clawback” or similar policy adopted by Walmart after the Grant Date, to the extent required to comply with any requirements imposed under applicable laws and/or the rules and regulations of the securities exchange or inter-dealer quotation system on which the Shares are listed or quoted, in each case, as may be amended from time to time. You agree that the provisions contained in the policies described in this Section 6.B.1 shall be deemed incorporated into this Agreement without your additional or separate consent.
2.Without limiting the application of any of the foregoing, if you receive any amount in excess of what you should have received under the terms of this Plan Award for any reason (including without limitation by reason of a financial restatement, mistake in calculations or administrative error), all as determined by the Committee, then you shall be required to promptly repay any such excess amount to Walmart.
3.You expressly and explicitly authorize Walmart to issue instructions, on your behalf, to any brokerage firm and/or third party administrator engaged by Walmart to hold any Shares and other amounts acquired pursuant to the PRSUs to re-convey, transfer or otherwise return such Shares and/or other amounts to Walmart upon Walmart’s enforcement of Sections 6.B.1 or 6.B.2 above or Section 11.4 of the Plan.
7.Administrative Suspension. If you are subject to an administrative suspension, vesting of your PRSUs may be suspended as of the date you are placed on administrative suspension. If you
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are not reinstated as an Associate in good standing at the end of the administrative suspension period, your PRSUs may be immediately forfeited and you shall have no further rights with respect to such PRSUs or the underlying Shares. If you are reinstated as an Associate in good standing at the end of the administrative suspension period, then the vesting of your PRSUs will resume as provided in Paragraph 5, and any PRSUs that would have vested while you were on administrative suspension will vest and the corresponding number of Shares will be delivered to you as soon as administratively feasible, but in any event within 74 days of the end of the administrative suspension period which shall be considered the Vesting Date for purposes of this Paragraph 7.
8.Accelerated Vesting; Vesting Notwithstanding Termination of Continuous Status by Death or Disability. If your Continuous Status is terminated by reason of your death or Disability prior to the Vesting Date and you have not incurred a Forfeiture Condition, then any unvested PRSUs will become immediately vested as of the date your Continuous Status is terminated (in accordance with the following paragraph); provided, however, that if the determination of attainment of Performance Goals has not yet been determined for your Plan Award, then achievement of Target performance for all applicable Performance Goals shall be assumed for purposes of this Paragraph 8.
For purposes of this Paragraph 8, your Continuous Status will be considered terminated on the date that your employment or other service relationship is deemed terminated due to your death based on the records of Walmart or, if different, the Employer, or the date on which your employment or service relationship has been legally terminated by reason of your Disability. For purposes of this Agreement, “Disability” shall mean that: (i) you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (ii) you are, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under a Walmart accident and health plan. Notwithstanding any provision of this Agreement, Walmart will not accelerate your Plan Award if Walmart has not received notification of your termination within such period of time that it determines, in its sole discretion, to be necessary to process the settlement of your Plan Award to avoid adverse tax consequences under Section 409A of the Code.
9.Permanent Transfers Between Walmart and Walmart Affiliates.
A.Permanent Transfers and Continuous Status. For the avoidance of doubt, a permanent transfer of Continuous Status from Walmart, or the Employer (if different), to another Affiliate or from an Affiliate to Walmart does not constitute a termination of your Continuous Status.
B.Applicable Performance Measures and Goals Upon Permanent Transfer. If you permanently transfer your Continuous Status during the Performance Period, then the performance criteria and the resulting adjustment will be prorated and/or adjusted to reflect the proportion of the Performance Period during which you provided service to Walmart, or, if different, the Affiliate that initially employed you (the “Initial Employer”) and the proportion of the Performance Period during which you provided service to Walmart or, if different, the Affiliate to which you permanently transferred (the “Subsequent Employer”).
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C.Permanent Transfers to Affiliate or Position where Performance-Based Awards are Not Granted. If you permanently transfer your Continuous Status to an Affiliate or into a position where performance-based Plan Awards are not granted, the performance criteria applicable for the remaining portion of your Performance Period shall be communicated to you, and your PRSUs will be prorated and adjusted using the methodology described in Paragraph 9.B above.
D.Transfers to New Position with Same Employer. If you transfer to a position with the same Employer (as defined herein) but your new position is subject to different applicable Performance Measures (including any applicable weightings thereof) and Performance Goals, then the performance criteria applicable for the remaining portion of your Performance Period shall be communicated to you, and your PRSUs will be prorated and adjusted using the methodology described in Paragraph 9.B above.
10.Taxes and Tax Withholding.
A.You agree to consult with any tax advisors you think necessary in connection with your PRSUs and acknowledge that you are not relying, and will not rely, on Walmart or any Affiliate for any tax advice.
B.You acknowledge that, regardless of any action taken by Walmart (or if different, the Employer), the ultimate liability for all Tax-Related Items is and remains your responsibility and may exceed the amount actually withheld by Walmart or the Employer. You further acknowledge that Walmart and/or the Employer (a) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the PRSUs, including, but not limited to, the grant, vesting or settlement of the PRSUs, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends; and (b) do not commit to and are under no obligation to structure the terms of the PRSUs or any aspect of the PRSUs to reduce or eliminate your liability for Tax-Related Items or achieve any particular tax result. Further, if you are subject to Tax-Related Items in more than one jurisdiction, you acknowledge that Walmart and/or the Employer (or your former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.
C.In connection with any relevant taxable or tax withholding event, as applicable, you agree to make adequate arrangements satisfactory to Walmart and the Employer to satisfy all Tax-Related Items. In this regard, you authorize Walmart and/or the Employer or their respective agents, at their sole discretion, to satisfy any applicable withholding obligations with regard to all Tax-Related Items by withholding of Shares to be issued upon settlement of the Adjusted PRSUs. In the event that such withholding in Shares is problematic under applicable tax or securities law or has materially adverse accounting consequences, by your acceptance of the PRSUs and this Agreement, you authorize and direct (without the need of further authorization) (a) Walmart and any broker or other third party designated by Walmart to sell on your behalf a whole number of Shares corresponding to the Adjusted PRSUs that Walmart or the Employer determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items and (b) Walmart and/or the Employer, or their respective agents, at their sole discretion to satisfy the Tax-Related Items by any other method of withholding, including through withholding from your wages or other cash compensation paid to you by Walmart or the Employer.
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D.Walmart or the Employer may withhold or account for Tax-Related Items by considering applicable withholding rates, including minimum or maximum rates, in the relevant jurisdictions. Further, if the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, you are deemed to have been issued the full number of Shares subject to the Adjusted PRSUs, notwithstanding that a number of the Shares are withheld solely for the purpose of paying the Tax-Related Items. In the event that any excess amounts are withheld to satisfy the obligation for Tax-Related Items, you may be entitled to receive a refund of any over-withheld amount in the form of cash (with no entitlement to the Share equivalent), or if not refunded by Walmart or the Employer, you must seek a refund from the local tax authorities to the extent you wish to recover the over-withheld amount in the form of a refund. In the event of under-withholding, you may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to Walmart and/or the Employer.
E.Finally, you agree to pay to Walmart or the Employer any amount of Tax-Related Items that Walmart or the Employer may be required to withhold or account for as a result of your participation in the Plan that cannot be satisfied by the means previously described. Walmart may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if you fail to comply with your obligations in connection with the Tax-Related Items.
11.PRSUs Not Transferable. The PRSUs may not be sold, conveyed, assigned, transferred, pledged or otherwise disposed of or encumbered at any time prior to vesting of the Adjusted PRSUs and the issuance of the underlying Shares. Any attempted action in violation of this Paragraph 11 shall be null, void, and without effect.
12.Supplemental and Country-Specific Terms and Conditions. Notwithstanding any provision in this Global Share-Settled Performance-Based Restricted Stock Unit Notification of Award and Terms and Conditions of Award to the contrary, the grant of PRSUs also shall be subject to any applicable supplemental terms and conditions that govern the PRSUs depending on your position with Walmart or any Affiliate (the “Supplemental Terms”) and any additional terms and conditions with respect to certain laws, rules and regulations specific to your country (the “Country-Specific Terms”) as set forth in any appendices attached hereto. If you move or transfer from one position to another within Walmart and/or any Affiliate or if you relocate to one of, or between, the countries included in the Country-Specific Terms, any additional terms and conditions for such position and/or country will apply to you, to the extent Walmart determines that the application of such terms and conditions is necessary or advisable for legal, tax or administrative reasons. The Supplemental Terms (if any) and Country-Specific Terms are incorporated by reference into this Global Share-Settled Performance-Based Restricted Stock Unit Notification of Award and Terms and Conditions of Award and, together, these documents constitute this Agreement.
13.Nature of Plan Award. You further acknowledge, understand and agree that:
A.the Plan is established voluntarily by Walmart and is discretionary in nature;
B.the Plan is operated and the PRSUs are granted solely by Walmart and only Walmart is a party to this Agreement; accordingly, any rights you may have under this Agreement, including related to the issuance of Shares pursuant to the PRSUs, may be raised only against Walmart but not any Affiliate (including, but not limited to, the Employer);
C.no Affiliate (including, but not limited to, the Employer) has any obligation to make any payment of any kind to you under this Agreement;
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D.the grant of PRSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of PRSUs or other awards, or benefits in lieu of PRSUs, even if PRSUs have been granted in the past;
E.all decisions with respect to future grants of PRSUs or other awards, if any, will be at the sole discretion of the Committee;
F.neither this Agreement nor the Plan creates or amends any contract of employment with any entity involved in the management or administration of the Plan or this Agreement, and nothing in this Agreement or the Plan shall interfere with or limit in any way the right of Walmart or, if different, the Employer to terminate your Continuous Status at any time, nor confer upon you the right to continue in the employ of Walmart or any Affiliate;
G.the PRSUs and the Shares underlying the PRSUs, and the income from and value of same, relate exclusively to your Continuous Status during the vesting period applicable to your PRSUs;
H.nothing in this Agreement or the Plan creates any fiduciary or other duty owed to you by Walmart, any Affiliate, or any member of the Committee, except as expressly stated in this Agreement or the Plan;
I.you are voluntarily participating in the Plan;
J.the PRSUs and the Shares underlying the PRSUs, and the income from and value of same, are not intended to replace any pension rights or compensation;
K.the PRSUs and the Shares underlying the PRSUs, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
L.unless otherwise agreed with Walmart in writing, the PRSUs and the Shares underlying the PRSUs, and the income from and the value of same, are not granted as consideration for, or in connection with, the service (if any) you may provide as a director of any Affiliate;
M.the future value of the Shares underlying the PRSUs is unknown, indeterminable and cannot be predicted with certainty;
N.no claim or entitlement to compensation or damages shall arise from forfeiture of the PRSUs and the Shares underlying the PBRSUs resulting from (i) the application of a forfeiture and repayment policy contemplated under Section 6.B above or (ii) the termination of your Continuous Status (for any reason whatsoever, whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any);
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O.in the event of the termination of your Continuous Status (whether or not later found to be invalid or in breach of employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any), including as the result of the closing of any transaction or other agreement that results in the Employer ceasing to be an Affiliate, unless otherwise set forth in this Agreement, your right to vest in the PRSUs under the Plan, if any, will terminate effective as of the date that you are no longer actively providing services and may not be extended by any notice period under local law (e.g., your period of service would not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where you are employed or the terms of your employment agreement, if any); the Committee shall have the exclusive discretion to determine when you are no longer actively employed for purposes of this Agreement (including whether you may still be considered to be providing services while on a leave of absence or whether the Employer has ceased to be an Affiliate);
P.unless otherwise provided in the Plan or by Walmart in its discretion, the PRSUs and the benefits evidenced by this Agreement do not create any entitlement to have the PRSUs, the Shares underlying the PRSUs and any Adjusted PRSUs, or any such benefits transferred to, or assumed by, another company nor to be exchanged, or substituted for, in connection with any corporate transaction affecting the Shares underlying the PRSUs and any Adjusted PRSUs; and
Q.if you are providing services outside the United States: neither Walmart nor any Affiliate shall be liable for any foreign exchange rate fluctuation between your local currency and the United States Dollar that may affect the value of the PRSUs or of any amounts due to you pursuant to the settlement of the PRSUs and any Adjusted PRSUs or the subsequent sale of any Shares acquired upon settlement.
14.No Advice Regarding Award. Walmart and/or its Affiliates are not providing any tax, legal or financial advice, nor are Walmart or any Affiliate making any recommendation regarding your participation in the Plan or the Shares underlying the PRSUs acquired upon vesting. You are advised to consult with your personal tax, legal, and financial advisors regarding the decision to participate in the Plan and before taking any action related to the Plan.
15.Data Privacy. You hereby explicitly and unambiguously acknowledge that your personal information will be collected, used and transferred, in electronic or other form, as described in this Agreement, the Walmart Associate Privacy Policy (where applicable), and any other grant materials by and among, as applicable, Walmart and any Affiliate for the exclusive purpose of implementing, administering and managing your participation in the Plan. You understand that Walmart and its Affiliates may hold certain personal information about you, including, but not limited to, your name, home address and telephone number, email address, date of birth, social insurance identification number, passport or other identification number, salary, nationality, job title, any Shares or directorships held in Walmart or an Affiliate, details of all PRSUs or any other awards granted, canceled, exercised, vested, unvested or outstanding in your favor (“Personal Information”), for the exclusive purpose of implementing, administering and managing the Plan. You understand that Personal Information may be transferred to Fidelity Stock Plan Services, LLC and its affiliates or such other stock plan service provider as may be selected by Walmart in the future, which is assisting Walmart in the implementation, administration and management of the Plan. You acknowledge that you understand that the recipients of the Personal Information may be located in your country or elsewhere, and that the recipient’s country (e.g., the United States) may have different data privacy laws and protections
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than your country. You acknowledge and understand that you may request a list with the names and addresses of any potential recipients of Personal Information by contacting your local human resources representative. You authorize Walmart, Fidelity Stock Plan Services, LLC and any other possible recipients which may assist Walmart (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer Personal Information, in electronic or other form, for the sole purpose of implementing, administering and managing your participation in the Plan, including any requisite transfer of Personal Information as may be required to Walmart’s designated broker or other third party. You understand that Personal Information will be held only as long as is necessary to implement, administer and manage your participation in the Plan or as otherwise may be required by law. You understand that if you reside outside the United States, you may, at any time, view Personal Information, request information about the storage and processing of Personal Information, require any necessary amendments to Personal Information or refuse or withdraw the consents herein, in any case without cost, by contacting in writing your local human resources representative. Further, you understand that you are providing the consents herein on a purely voluntary basis. If you do not consent, or if you later seek to revoke your consent, your Continuous Status with the Employer will not be affected; the only consequence of refusing or withdrawing your consent is that Walmart would not be able to grant PRSUs or other Plan Awards to you or administer or maintain such Plan Awards. Therefore, you understand that refusing or withdrawing your consent may affect your ability to participate in the Plan. For more information on the consequences of your refusal to consent or withdrawal of consent, you understand that you may contact your local human resources representative. Finally, you acknowledge that no other agreements or consent shall be required to be given to Walmart and/or the Employer for the legitimate purposes of administering your participation in the Plan in compliance with the data privacy laws in your country, either now or in the future. You understand and acknowledge that you will not be able to participate in the Plan if you later communicate any limitation on this acknowledgment to Walmart and/or the Employer.
16.Other Provisions.
A.Determinations regarding this Agreement (including, but not limited to, whether, and the extent to which, the Performance Measures and Performance Goals referred to in Paragraph 5 have been satisfied, and whether an event has occurred resulting in the forfeiture of or accelerated vesting of an Adjusted PRSU) shall be made by the Committee in its sole and exclusive discretion and in accordance with this Agreement and the Plan, and all determinations of the Committee shall be final and conclusive and binding on you and your successors and heirs.
B.Walmart reserves the right to amend, abandon or terminate the Plan, including this Agreement, at any time subject to Committee approval. Nothing in the Plan should be construed as to create any expectations that the Plan will be in force and effect for an indefinite period of time nor shall give rise to any claims to acquired rights or similar legal theories.
C.The Committee will administer the Plan. The Committee’s determinations under the Plan need not be uniform and may be made by the Committee selectively among recipients and eligible Associates, whether or not such persons are similarly situated.
D.Walmart reserves the right to amend any applicable Performance Measures (including any weightings thereof) and/or Performance Goals for any Plan Award under this Agreement. In such a case, any amendments will be communicated to you in writing
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(which may include a communication transmitted by electronic means, such as an e-mail communication or a communication posted online for your review).
E.This Agreement shall be construed under the laws of the State of Delaware, without regard to its conflict of law provisions.
F.The provisions of this Agreement are severable, and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.
G.You acknowledge that you are sufficiently proficient in English, or have consulted with an advisor who is sufficiently proficient in English, so as to allow you to understand the terms and conditions of this Agreement. You also acknowledge and agree that it is your express intent that this Agreement and any other documents related to the Plan, notices and legal proceedings entered into, given or instituted pursuant to the PRSUs, be drawn up in English. Furthermore, if you have received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control, unless otherwise required by applicable law.
H.Walmart may, in its sole discretion, decide to deliver any documents related to your current or future participation in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to participate in the Plan through an online or electronic system established and maintained by Walmart or a third party designated by Walmart.
I.Walmart reserves the right to impose other requirements on your participation in the Plan, on your Plan Award and the Shares underlying the PRSUs awarded pursuant to this Agreement, to the extent Walmart determines it is necessary or advisable for legal or administrative reasons, and to require you to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
J.You acknowledge that a waiver by Walmart or an Affiliate of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provisions of the Plan or this Agreement, or of any subsequent breach by you or any other Associate.
K.You understand that, depending on your or your broker’s country or the country in which the Shares underlying your PRSUs and Adjusted PRSUs are listed, you may be subject to insider trading and/or market abuse laws which may affect your ability to accept, acquire, sell, or otherwise dispose of Shares, rights to Shares (e.g., PRSUs or Adjusted PRSUs) or rights linked to the value of Shares under the Plan during such times you are considered to have “inside information” (as defined in the laws in the applicable jurisdictions). Local insider trading laws and regulations may prohibit the cancellation or amendment of orders you placed before you possessed insider information. Furthermore, you could be prohibited from (i) disclosing inside information to any third party, which may include fellow employees (other than on a “need to know” basis) and (ii) “tipping” third parties or causing them otherwise to buy or sell securities. The restrictions
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applicable under these laws may be the same or different from Walmart’s insider trading policy. You acknowledge that it is your responsibility to be informed of and compliant with such regulations, and any applicable Walmart insider trading policy, and are advised to speak to your personal legal advisor on this matter.
L.You understand that you may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result of the acquisition, holding and/or transfer of Shares or cash (including dividends and the proceeds arising from the sale of Shares) derived from your participation in the Plan in, to and/or from a brokerage/bank account or legal entity located outside your country. The applicable laws of your country may require that you report such accounts, assets, the balances therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country. In addition, you agree to take any and all actions required by Walmart, your Employer or the local laws, rules and regulations in your country of residence (and country of employment, if different) that may be required to comply with such laws, rules and regulations. You acknowledge that you are responsible for ensuring compliance with any applicable foreign asset/account, exchange control and tax reporting requirements, and you are advised to consult your personal legal advisor on this matter.
M.Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Shares, Walmart shall not be required to deliver any Shares issuable upon vesting of the PRSUs prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval Walmart shall, in its absolute discretion, deem necessary or advisable. You understand that Walmart is under no obligation to register or qualify the Shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Walmart may, without liability for its good faith actions, place legend restrictions upon Shares underlying your Adjusted PRSUs and issue “stop transfer” instructions requiring compliance with applicable U.S. or other securities laws and the terms of the Agreement and Plan. Further, you agree that Walmart shall have unilateral authority to amend the Plan and the Agreement without your consent to the extent necessary to comply with securities or other laws, rules or regulations applicable to issuance of Shares.
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WALMART INC.
STOCK INCENTIVE PLAN OF 20251
GLOBAL SHARE-SETTLED PERFORMANCE-BASED RESTRICTED STOCK UNIT NOTIFICATION OF AWARD AND TERMS AND CONDITIONS OF AWARD
COUNTRY-SPECIFIC TERMS AND CONDITIONS
Capitalized terms used but not defined in these Country-Specific Terms have the meanings set forth in the Plan and/or the Global Share-Settled Performance-Based Restricted Stock Unit Notification of Award and Terms and Conditions of Award (the “T&Cs”).
Terms and Conditions. These Country-Specific Terms include additional terms and conditions that govern the PRSUs granted to you under the Plan if you work and/or reside in one of the countries listed below.
If you are a citizen or resident of a country other than the one in which you are currently working and/or residing, transfer Continuous Status after the Grant Date, or are considered a resident of another country for local law purposes, Walmart shall, in its discretion, determine to what extent the terms and conditions contained herein shall be applicable to you.
Notifications. These Country-Specific Terms also include information regarding exchange controls and certain other issues of which you should be aware with respect to your participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of October 2025. Such laws are often complex and change frequently. As a result, Walmart strongly recommends that you not rely on the information in these Country-Specific Terms as the only source of information relating to the consequences of your participation in the Plan because the information may be out of date at the time that the PRSUs vest or you receive Shares under the Plan.
In addition, the information contained herein is general in nature and may not apply to your particular situation, and Walmart is not in a position to assure you of a particular result. Accordingly, you are advised to seek appropriate professional advice as to how the relevant laws in your country may apply to your situation.
Finally, if you are a citizen or resident of a country other than the one in which you are currently working and/or residing, transfer Continuous Status after the Grant Date, or are considered a resident of another country for local law purposes, the notifications contained herein may not be applicable to you in the same manner.
BOTSWANA
There are no country-specific provisions.
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CANADA
Terms and Conditions
Administrative Suspension. This provision replaces Paragraph 7 of the T&Cs:
If you are subject to an administrative suspension, vesting of your PRSUs may be suspended as of the date you are placed on administrative suspension. If you are not reinstated as an Associate in good standing at the end of the administrative suspension period, your PRSUs may be immediately forfeited and you shall have no further rights with respect to such PRSUs or the underlying Shares, including any compensation in lieu of such PRSUs, except as explicitly and minimally required by applicable employment standards legislation. If you are reinstated as an Associate in good standing at the end of the administrative suspension period, then the vesting of your PRSUs will resume as provided in Paragraph 5, and any PRSUs that would have vested while you were on administrative suspension will vest upon your reinstatement and the corresponding number of Shares will be delivered to you as soon as administratively feasible, but in any event within 74 days of the end of the administrative suspension period which shall be considered the Vesting Date for purposes of this Paragraph 7.
Nature of Award. This provision replaces Paragraph 13.C of the T&Cs:
Except as explicitly and minimally required under applicable legislation, no Affiliate (including, but not limited to, the Employer) has any obligation to make any payment of any kind to you under this Agreement;
Plan Award Not in Lieu of Other Compensation. This provision replaces Paragraph 13.K of the T&Cs:
Except as explicitly and minimally required under applicable employment standards or pension-related legislation, the PRSUs and the Shares underlying the PRSUs, and the income from and value of same, are not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, vacation pay, holiday pay, long-service awards, pension or retirement or welfare benefits or similar payments;
No Entitlements. This provision replaces Paragraph 13.N of the T&Cs:
Except as explicitly and minimally required under applicable employment standards legislation, no claim or entitlement to pay in lieu, compensation or damages shall arise from (i) the application of a forfeiture and repayment policy contemplated under Section 6.B above or (ii) forfeiture of the PRSUs resulting from the termination of your Continuous Status (for any reason whatsoever, with or without notice, whether or not later found to be invalid or in breach of applicable employment standards legislation in the jurisdiction where you are employed or the terms of your employment agreement, if any);
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Termination of Continuous Status. This provision replaces Paragraph 13.O of the T&Cs:
In the event of the termination of your Continuous Status, unless otherwise set forth in this Agreement, your right to vest in the Restricted Stock under the Plan, if any, will terminate effective on the date you no longer actively provide services to Walmart or any Affiliate regardless of the reason for such termination and whether or not later found to be invalid or in breach of applicable employment standards legislation in the jurisdiction where you are employed or your employment agreement, if any (the “Termination Date”). Unless explicitly required by applicable legislation, the Termination Date will exclude any period during which notice, pay in lieu of notice or related payments or damages are provided or required to be provided under statute, contract, common/civil law or otherwise. You will not earn or be entitled to any additional Restricted Stock or any prorated vesting for that portion of time before the Termination Date, nor will you be entitled to any compensation or damages in lieu of ongoing participation in the Plan or for lost vesting and forfeiture of Restricted Stock. Subject to applicable legislation, the Committee shall have the exclusive discretion to determine when you are no longer employed for purposes of this Agreement (including whether you may still be considered to be providing services while on a leave of absence). Notwithstanding the foregoing, if applicable employment standards legislation explicitly requires continued entitlement to vesting during a statutory notice period, your right to vest in the Restricted Stock under the Plan, if any, will terminate effective as of the last day of your minimum statutory notice period and in no case shall you receive less than what you are minimally entitled to receive under applicable employment standards legislation. For the avoidance of doubt, you will not earn or be entitled to prorated vesting if the Vesting Date falls after the end of your statutory notice period, nor will you be entitled to any compensation or damages for lost vesting and forfeiture of Restricted Stock.
Vesting and Delivery of Shares. This provision supplements Paragraph 5 of the T&Cs:
Instead of delivering Shares upon vesting of your PRSUs to you as set forth in Paragraph 5 of the T&Cs, Walmart or Wal-Mart Canada Corp. or an Affiliate (Wal-Mart Canada Corp. and any Affiliate that is controlled by Wal-Mart Canada Corp. being referred to collectively as “WM Canada”), in their sole discretion, also may settle your Adjusted PRSUs in cash, Shares, or a combination of cash and Shares. To the extent your Plan Award will be settled in Shares, you hereby acknowledge and agree that such settlement may be satisfied by WM Canada by forwarding a cash settlement amount in respect of the Adjusted PRSUs to an independent broker who will in turn purchase the Shares on the open market on your behalf. Any Shares so purchased on the open market shall be delivered to you as set forth in Paragraph 5 of the T&Cs.
The Following Provisions Apply to Associates and Non-Management Directors Resident in Quebec:
French Language Documents. A French translation of the Plan and the Agreement will be made available to you as soon as reasonably practicable. You understand that, from time to time, additional information related to the offering of the Plan might be provided in English and such
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information may not be immediately available in French. Notwithstanding anything to the contrary in the Agreement, and unless you indicate otherwise, the French translation of this document and certain other documents related to the Plan Award will govern your Plan Award and your participation in the Plan.
Data Privacy. This provision supplements Paragraph 15 of the T&Cs:
You hereby authorize Walmart, any Affiliate and their representatives to discuss with and obtain all relevant information regarding your Plan Award and your participation in the Plan from all personnel, professional or not, involved in the administration for purposes that relate to the operation of the Plan. You acknowledge and agree that your personal information, including any sensitive personal information, may be transferred outside the Province of Quebec, including to the United States. You further authorize Walmart, any Affiliate and any stock plan service provider that may be selected by Walmart to assist with the Plan to disclose and discuss the Plan and your participation in the Plan with their respective advisors. You further authorize Walmart or an Affiliate to record such information and to keep such information in your employee file. You also acknowledge and authorize Walmart, its Affiliates and other parties involved in the administration of the Plan to use technology for profiling purposes and to make automated decisions that may have an impact on you or the administration of the Plan.
Notifications
Securities Law Information. You are permitted to sell the Shares acquired through the Plan through the designated broker, if any, provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed.
Foreign Asset/ Account Reporting Information. Specified foreign property, including shares of stock (i.e., Shares) and other rights to receive Shares (e.g., PRSUs) of a non-Canadian company held by a Canadian resident employee must generally be reported annually on a Form T1135 (Foreign Income Verification Statement), if the total cost of your specified foreign property exceeds C$100,000 at any time during the year. Thus, PRSUs must be reported (generally at a nil cost) if the C$100,000 cost threshold is exceeded at any time during the year because of other specified foreign property that you hold. When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB ordinarily is equal to the fair market value of the Shares at the time of acquisition, but if you own other Shares (acquired separately), this ACB may have to be averaged with the ACB of the other Shares.
CHILE
Notifications
Securities Law Information. This grant of PRSUs constitutes a private offering of securities in Chile effective as of the Grant Date. This offer of PRSUs is made subject to general ruling n° 452 of the Chilean Commission of the Financial Market (“CMF”). The offer refers to securities not registered at the securities registry or at the foreign securities registry of the CMF, and, therefore, such securities are not subject to oversight of the CMF. Given that the PRSUs are not registered in Chile, Walmart is not required to provide public information about the PRSUs or
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the Shares in Chile. Unless the PRSUs and/or the Shares are registered with the CMF, a public offering of such securities cannot be made in Chile.
Exchange Control Information. You are not required to repatriate any funds you receive with respect to the PRSUs (e.g., any proceeds from the sale of any Shares issued upon vesting of the PRSUs) to Chile. However, if you decide to repatriate such funds, you acknowledge that you will be required to affect such repatriation through the Formal Exchange Market (i.e., a commercial bank or registered foreign exchange office) if the amount of the funds repatriated exceeds US$10,000.
Foreign Asset/ Account Reporting Information. You will be required to provide certain information to the Chilean Internal Revenue Service (“CIRS”) regarding the results of investments held abroad and the taxes you have paid abroad (if you will be seeking a credit against Chilean income tax owed). The sworn statements disclosing this information (or Formularios) must be reported on Form 1929 and submitted electronically through the CIRS website (www.sii.cl) before July 1 of each year, depending on the assets or taxes being reported.
You may be ineligible to receive certain foreign tax credits if you fail to meet the applicable reporting requirements. Exchange control and tax reporting requirements in Chile are subject to change and you should consult with your personal legal and tax advisor regarding any reporting obligations that you may have in connection with the PRSUs.
COSTA RICA
There are no country-specific provisions.
HONG KONG
Terms and Conditions
Delivery of Shares and Sale of Shares. The following provision supplements Paragraph 5 of the T&Cs:
Any Shares received at settlement of the PRSUs are a personal investment. If, for any reason, any PRSUs vest and become non-forfeitable and Shares are delivered to you within six months of the Grant Date, you agree that you will not offer the Shares to the public in Hong Kong or otherwise dispose of the Shares prior to the six-month anniversary of the Grant Date.
Form of Settlement. The grant of PRSUs does not provide any right for you to receive a cash payment, and the PRSUs are payable only in Shares.
Notifications
Warning: The PRSUs and any Shares acquired under the Plan do not constitute a public offering of securities under Hong Kong law and are available only to employees of Walmart or an Affiliate. The Agreement, including these Country-Specific Terms and any Supplemental Terms, the Plan and any other incidental communication materials related to the PRSUs (i) have
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not been prepared in accordance with and are not intended to constitute a “prospectus” for a public offering of securities under the applicable securities legislation in Hong Kong, (ii) have not been reviewed by any regulatory authority in Hong Kong, and (iii) are intended only for the personal use of each eligible Associate or Non-Management Director of Walmart or an Affiliate and may not be distributed to any other person. If you are in any doubt about any of the contents of the Agreement, including these Country-Specific Terms and any Supplemental Terms or the Plan, you should obtain independent professional advice.
Nature of Scheme. Walmart specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.
INDIA
Notifications
Exchange Control Information. If you are a resident of India for exchange control purposes, you will be required to repatriate the cash proceeds from the sale of Shares issued upon vesting of PRSUs to India within such time as prescribed under applicable Indian exchange control laws, as may be amended from time to time. You will receive a foreign inward remittance certificate (“FIRC”) from the bank where you deposit the foreign currency. You should maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India, Walmart or any Affiliate requests proof of repatriation. You also agree to provide any information that may be required by Walmart or any Affiliate to make any applicable filings under exchange control laws in India.
Foreign Asset/ Account Reporting Information. If you are a tax resident of India, you will be required to declare foreign bank accounts and any foreign financial assets (including Shares held outside India) in your annual tax return. It is your responsibility to comply with this reporting obligation and you should consult with your personal tax advisor in this regard.
LESOTHO
Notifications
Exchange Control Information. If you are resident in Lesotho, cross-border payments and dealings in foreign currency or securities (including dividends and any sale proceeds from Shares issued upon vesting of the PRSUs) are regulated and must generally be routed through an authorised dealer; exceptions may apply. You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the Plan.
Foreign Asset / Account Reporting Information. Lesotho residents who acquire foreign assets or rights (e.g., Shares or rights to foreign-currency amounts) must make a written declaration through an authorised dealer within 30 days of acquiring such foreign assets or rights, and dispositions of such assets or rights may require approval. You are responsible for complying with these requirements and any related approvals/conditions. You should consult with your
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personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the Plan.
LUXEMBOURG
Terms and Conditions
Nature of the Grant. The following section supplements Paragraph 13 of the T&Cs:
By accepting the grant of the PRSUs, you acknowledge that you understand and agree that you consent to participating in the Plan and that you have received a copy of the Plan.
You further understand that Walmart has unilaterally, gratuitously and discretionally decided to grant the PRSUs under the Plan to employees of Walmart or an Affiliate throughout the world. The decision to grant the PRSUs is a limited decision and is entered into upon the express assumption and condition that any PRSUs granted under the Plan will not economically or otherwise bind Walmart or any of the Affiliates on an ongoing basis other than as set forth in the Agreement. Consequently, you understand that any grant is given on the assumption and condition that it shall not become a part of any employment or service contract (either with Walmart or any Affiliate) and shall not be considered a mandatory benefit, salary for any purpose (including severance compensation) or any other right whatsoever. Further, you understand and freely accept that there is no guarantee that any benefit shall arise from any gratuitous and discretionary grant since the future value of the PRSUs and underlying Shares is unknown and unpredictable.
Notifications
Exchange Control Information. You acknowledge and agree that you must report any inward remittance of funds associated with the PRSUs to the Banque Central de Luxembourg and/or the Service Central de La Statistique et des Études Économiques within fifteen (15) working days following the month during which the transaction occurred. If a Luxembourg financial institution is involved in the transaction, such financial institution typically will fulfill the reporting obligation on your behalf. However, if the Luxembourg financial institution does not report the transaction, you personally are responsible for satisfying the reporting obligation. You should consult with your personal advisor(s) regarding any personal legal, regulatory or foreign exchange obligations you may have in connection with your participation in the Plan.
MEXICO
Terms and Conditions
No Entitlement for Claims or Compensation. The following sections supplement Paragraph 13 of the T&Cs:
Modification. By accepting the PRSUs, you acknowledge and agree that any modification of the Plan or the Agreement or its termination shall not constitute a change or impairment of the terms and conditions of your Continuous Status.
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Policy Statement. The grant of PRSUs is unilateral and discretionary and, therefore, Walmart reserves the absolute right to amend it and discontinue the award at any time without any liability.
Walmart, with registered offices at 702 Southwest 8th Street, Bentonville, Arkansas 72716, U.S.A., is solely responsible for the administration of the Plan, and participation in the Plan and the PRSUs does not, in any way, establish an employment relationship between you and Walmart or any Affiliate since you are participating in the Plan on a wholly commercial basis.
Plan Document Acknowledgment. By accepting the PRSUs, you acknowledge that you have received copies of the Plan, have reviewed the Plan and the Agreement in their entirety and fully understand and accept all provisions of the Plan and the Agreement.
In addition, by accepting the Agreement, you acknowledge that you have read and specifically and expressly approve the terms and conditions set forth in Paragraph 13 of the T&Cs, in which the following is clearly described and established: (i) participation in the Plan does not constitute an acquired right; (ii) the Plan and participation in the Plan is offered by Walmart on a wholly discretionary basis; (iii) participation in the Plan is voluntary; and (iv) Walmart and its Affiliates are not responsible for any decrease in the value of any Shares (or the cash equivalent) underlying the PRSUs under the Plan.
Finally, you hereby declare that you do not reserve any action or right to bring any claim against Walmart for any compensation or damages as a result of your participation in the Plan and therefore grant a full and broad release to Walmart and any Affiliate with respect to any claim that may arise under the Plan.
Spanish Translation
Sin derecho a compensación o reclamaciones por compensación. Estas disposiciones complementan el Párrafo 13 del Contrato:
Modificación. Al aceptar las PRSUs (“Unidades”), usted entiende y acuerda que cualquier modificación al Plan o al Contrato o su terminación no constituirá un cambio o perjuicio a los términos y condiciones de empleo.
Declaración de Política. El otorgamiento de Unidades que Walmart está haciendo de conformidad con el Plan es unilateral y discrecional y, por lo tanto, Walmart se reserva el derecho absoluto de modificar y discontinuar el mismo en cualquier momento, sin responsabilidad alguna.
Walmart, con oficinas registradas ubicadas en 720 Southwest 8th Street, Bentonville, Arkansas 72716, EE.UU. es únicamente responsable de la administración del Plan y la participación en el Plan y la adquisición de Unidades no establece, de forma alguna, una relación de trabajo entre usted y Walmart o alguna compañía afiliada, ya que usted participa en el Plan de una forma totalmente comercial.
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Reconocimiento del Documento del Plan. Al aceptar las Unidades, usted reconoce que ha recibido copias del Plan, ha revisado el Plan y el Contrato en su totalidad y entiende y acepta completamente todas las disposiciones contenidas en el Plan y en el Contrato.
Adicionalmente, al aceptar el Contrato, usted reconoce que ha leído y específica y expresamente ha aprobado los términos y condiciones en el Párrafo 13 del Contrato, en lo que claramente se ha descrito y establecido que: (i) la participación en el Plan no constituye un derecho adquirido; (ii) el Plan y la participación en el Plan es ofrecida por Walmart de forma enteramente discrecional; (iii) la participación en el Plan es voluntaria; y (iv) Walmart y cualquier compañía afiliada no son responsables por cualquier disminución en el valor de las Acciones (o su equivalente en efectivo) subyacentes a las Unidades bajo el Plan.
Finalmente, usted declara que no se reserva ninguna acción o derecho para interponer una demanda o reclamación en contra de Walmart por compensación, daño o perjuicio alguno como resultado de su participación en el Plan y, por lo tanto, otorga el más amplio finiquito a Walmart y compañía afiliada con respecto a cualquier demanda o reclamación que pudiera surgir en virtud del Plan.
Notifications
Securities Law Information. The PRSUs granted, and any Shares acquired, under the Plan have not been registered with the National Register of Securities maintained by the Mexican National Banking and Securities Commission and cannot be offered or sold publicly in Mexico. In addition, the Plan, the Agreement and any other documents relating to the PRSUs may not be publicly distributed in Mexico. The materials are addressed to you because of your existing relationship with Walmart and any Affiliate, and these materials should not be reproduced or copied in any form. The offer contained in these materials does not constitute a public offering of securities but rather constitutes a private placement of securities addressed specifically to individuals who are present employees of Walmart or any Affiliate made in accordance with the provisions of the Mexican Securities Market law, and any rights under such offering shall not be assigned or transferred.
SINGAPORE
Notification
Securities Law Information. The grant of the PRSUs under the Plan is being made pursuant to the “Qualifying Person” exemption” under section 273(1)(f) of the Securities and Futures Act (Chap. 289, 2006 Ed.) (“SFA”). The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore, and hence, statutory liability under the SFA in relation to the content of prospectuses will not apply.
You should note that the PRSUs are subject to section 257 of the SFA and you will not be able to make (i) any subsequent sale of the Shares in Singapore or (ii) any offer of such subsequent sale of the Shares subject to the PRSUs in Singapore, unless such sale or offer is made:
(a) more than six months after the Grant Date;
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(b) pursuant to the exemptions under Part XIII Division (1) Subdivision (4) (other than section 280) of the SFA; or
(c) pursuant to, and in accordance with the conditions of, any other applicable provisions of the SFA.
Director Notification Information. If you are a director, associate director or shadow director2 of a Singaporean Affiliate, you are subject to certain notification requirements under the Singapore Companies Act. Among these requirements is an obligation to notify the Singaporean Affiliate in writing when you receive or dispose of an interest (e.g., PRSUs, Shares) in Walmart or any related companies. These notifications must be made within two business days of acquiring or disposing of any interest in Walmart or any related company. In addition, a notification must be made of your interests in Walmart or any related company within two business days of becoming a director, associate director or shadow director.
SOUTH AFRICA
Terms and Conditions
Securities Law Information and Deemed Acceptance of PRSUs. Neither the PRSUs nor the underlying Shares shall be publicly offered or listed on any stock exchange in South Africa. The offer is intended to be private pursuant to Section 96 of the Companies Act and is not subject to the supervision of any South African governmental authority. Pursuant to Section 96 of the Companies Act, the PRSUs offer must be finalized on or before the 60th day following the Grant Date. If you do not want to accept the PRSUs, you are required to decline your PRSUs no later than the 60th day following the Grant Date. If you do not reject your PRSUs on or before the 60th day following the Grant Date, you will be deemed to accept the PRSUs.
Tax Reporting Information. By accepting the PRSUs, you agree to notify Walmart or the Employer, if different, of the amount of income realized at vesting of the PRSUs. If you do not inform Walmart or the Employer, if different, of the income at vesting, and the Employer is subject to penalties or interest as a result of not being able to withhold Tax-Related Items, the Employer may recover any such penalty and interest amounts from you. In addition, if you fail to advise Walmart or the Employer, if different, of the income at vesting, you may be liable for a fine.
Notifications
Exchange Control Information. You should not be subject to any foreign exchange requirements in connection with your acquisition of Shares under the Plan, as your participation in the Plan does not entail any export of capital. However, you should consult with your personal advisor to ensure compliance with applicable exchange control regulations in South Africa as such regulations are subject to frequent change. You are responsible for ensuring compliance with all
2 A shadow director is an individual who is not on the board of directors of a company but who has sufficient control so that the board of directors acts in accordance with the “directions or instructions” of the individual.
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exchange control laws in South Africa.
UNITED KINGDOM
Terms and Conditions
Taxes and Tax Withholding. This section supplements Paragraph 10 of the T&Cs:
Without limitation to Paragraph 10 of the T&Cs, you agree that you are liable for all Tax-Related Items and hereby covenant to pay all such Tax-Related Items as and when requested by Walmart or any Affiliate or by HM Revenue and Customs (“HMRC”) (or any other tax authority or any other relevant authority). You also agree to indemnify and keep indemnified Walmart and its Affiliates against any Tax–Related Items that they are required to pay or withhold on your behalf or have paid or will pay to HMRC (or any other tax authority or any other relevant authority). Notwithstanding the foregoing, if you are a director or executive officer of Walmart (within the meaning of Section 13(k) of the Exchange Act), you understand that you may not be able to indemnify Walmart for the amount of any income tax not collected from or paid by you, in case the indemnification could be considered a loan. In this case, the amount of any uncollected income tax may constitute a benefit to you on which additional income tax and employee National Insurance contributions (“NICs”) may be payable. You will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self-assessment regime and for reimbursing Walmart or the Employer, as applicable, for the value of any employee NICs due on this additional benefit, which Walmart or the Employer may recover from you at any time thereafter by the means referred to in Paragraph 10 of the T&Cs.
UNITED STATES
There are no country-specific provisions.
Electronic Signature
Name:
WIN:
Accepted On: Date/Time Stamp
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Exhibit 31.1
I, John R. Furner, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Walmart Inc. (the "registrant");
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of registrant's Board of Directors:
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: May 29, 2026 | /s/ John R. Furner | ||||
| John R. Furner President and Chief Executive Officer | |||||
Exhibit 31.2
I, John David Rainey, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Walmart Inc. (the "registrant");
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting.
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the Audit Committee of registrant's Board of Directors:
a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
| Date: May 29, 2026 | /s/ John David Rainey | ||||
| John David Rainey Executive Vice President and Chief Financial Officer | |||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 (AS ADOPTED
PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002)
In connection with the Quarterly Report of Walmart Inc. (the "Company") on Form 10-Q for the period ending April 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John R. Furner, President and Chief Executive Officer of the Company, certify to my knowledge and in my capacity as an officer of the Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
IN WITNESS WHEREOF, the undersigned has executed this Certificate, effective as of May 29, 2026.
| /s/ John R. Furner | ||
| John R. Furner President and Chief Executive Officer | ||
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350 (AS ADOPTED
PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002)
In connection with the Quarterly Report of Walmart Inc. (the "Company") on Form 10-Q for the period ending April 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John David Rainey, Executive Vice President and Chief Financial Officer of the Company, certify to my knowledge and in my capacity as an officer of the Company, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods expressed in the Report.
IN WITNESS WHEREOF, the undersigned has executed this Certificate, effective as of May 29, 2026.
| /s/ John David Rainey | ||
| John David Rainey Executive Vice President and Chief Financial Officer | ||