Walmart Inc. (WMT)

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, 2025, 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 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.

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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.

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 October 31, 2025 April 30, 2026 prior to February 23, 2026 were made under the current $20 program in effect at the beginning of fiscal 2027. In February 2026, the Company approved a new $30 billion share repurchase program approved in November 2022, program, which has no expiration date or other restrictions limiting beginning on February 23, 2026, replaced the period over which the Company can make repurchases. previous share repurchase program. As of October 31, 2025, April 30, 2026, authorization for $5.1 $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 October 31, 2025, April 30, 2026, was as follows:

(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 October 31, 2025, April 30, 2026, the following Section 16 officers and directors adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement: arrangement as part of each officer's or director's long-term asset diversification, tax, and financial planning strategies, and is in accordance with the Company's Insider Trading Policy:

On September 5, 2025, John David Rainey, Executive Vice March 10, 2026, C. Douglas McMillon, a Director and former President and Chief Financial Officer, Executive Officer of the Company, entered into a stock trading plan designed to comply with Rule 10b5-1 under the Exchange Act. Under the terms of the plan, Mr. Rainey McMillon is scheduled to sell an aggregate of 40,000 155,328 shares of common stock in trades scheduled in February and March 2026. from June 2026 through January 2027. The plan will terminate on March 2, 2026. January 28, 2027.

On September 19, 2025, March 12, 2026, Daniel Danker, J. Bartlett, Executive Vice President, AI Acceleration, Product and Design, Corporate Affairs, entered into a stock trading plan designed to comply with Rule 10b5-1 under the Exchange Act. Under the terms of the plan, Mr. Danker Bartlett is scheduled to sell sell, subject to a specified minimum stock price threshold, an aggregate of 109,976 shares $15,000,000 of common stock (less shares withheld for taxes upon vesting of such shares) in trades scheduled in January and August 2026. from July 2026 through July 1, 2029. The plan will terminate on August 25, 2026. July 1, 2029.

On September 22, 2025, Donna Morris, March 12, 2026, David Guggina, Executive Vice President, President and Chief People Officer, 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, Ms. Morris Mr. Guggina is scheduled to sell, subject to a specified minimum stock price threshold, sell an aggregate of 148,665 up to 21,108 shares of common stock (less stock, net of shares withheld for taxes to cover taxes, upon vesting of such shares) in restricted stock award, with trades scheduled beginning to commence in January June 2026. The plan will terminate on upon the earlier completion of (i) July 13, 2026 or (ii) the sale of all applicable shares under the plan.

Disclosure Pursuant 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 Section 13(r) comply with Rule 10b5-1 under the Exchange Act. Under the terms of the Securities Exchange Act plan, Mr. Kumar is scheduled to sell, subject to a specified minimum stock price threshold, an aggregate of 1934 199,610 shares of common stock in trades scheduled from June 2026 through December 2026. The plan will terminate on December 31, 2026.

Section 13(r) 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 Exchange Act, requires plan, Mr. Furner is scheduled to sell an issuer aggregate of up to disclose certain information 236,250 shares of common stock in its periodic reports if it or any of its affiliates knowingly engaged in certain activities, transactions or dealings with individuals or entities subject to specific U.S. economic sanctions during the reporting period. equal monthly trades scheduled from September 2026 through February 2028. The plan will terminate on February 17, 2028.

As previously disclosed, the Company has identified transactions in South Africa between Builders, which specializes in retail home improvement and construction materials and is a division of its subsidiary Massmart Retail (Pty) Ltd. ("Massmart"), and a customer that appears to be the Embassy of Iran in Pretoria, South Africa (the "Embassy"). In August 2025, the Company had multiple ordinary retail sales transactions to the Embassy of general construction materials valued at approximately $85.

During a review of Massmart business customers following discovery of the above transactions, the Company also identified transactions between Makro, a separate division of Massmart, and an individual apparently purchasing on behalf of the Embassy.

From April 2019 through October 1, 2025, the Company had multiple ordinary retail sales transactions with this individual valued at approximately $74,000, including approximately $3,500 during the fiscal quarter ended October 31, 2025.

We are unable to accurately calculate the net profit attributable to these sales transactions, but it would be significantly less than the gross sales amount. The Company does not plan to continue selling to the Embassy or this individual.

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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 6 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 Matters, Matter, the Driver Platform Matters, the Mexico Antitrust Matter, the Foreign Direct Investment Matters, the India Antitrust Matter, 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; a statement statements under the caption "

Overview

" relating to management's expectations regarding the timing of cash tax payments; statements under the caption "

Company Performance Metrics - Growth

" regarding our strategy to serve customers through a seamless omnichannel experience; statements under the caption "

Company Performance Metrics - Margin

" regarding our strategy to improve operating income margin through productivity initiatives, 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 strategic priorities; financial framework; statements under the caption "

Results of Operations - Consolidated Results of Operations

" regarding the possibility of fluctuations in Walmart's effective income tax rate from quarter to quarter and the factors that may cause those fluctuations; a statement under the caption "

Results of Operations - Sam's Club U.S. Segment

" relating to the possible continuing impact of volatility in fuel prices on the future operating results of the Sam's Club U.S. segment; a statement under the caption "

Liquidity and Capital Resources - Liquidity

" that Walmart's sources of liquidity will be adequate to fund its operations, finance its investment activities, pay dividends and fund share repurchases; a statement under the caption "

Liquidity and Capital Resources - Liquidity - Net Cash Used in Financing Activities - Dividends

" regarding the payment of annual dividends in fiscal 2026; a statement under the caption " Provided by

Liquidity and Capital Resources - Liquidity - Net Cash Used in Financing Activities - Company Share Repurchase Program

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 Used in Financing Activities - Material Cash Requirements

Net Cash

Pro

v

ided by

Financing Activities

- Material Cash Requirements

" regarding funding of our material cash requirements from operating activities; statements under the caption "

Liquidity and Capital Resources - Capital Resources

" regarding management's expectations regarding the Company's cash flows from operations, current cash position, short-term borrowings and access to capital markets continuing to be sufficient to meet its anticipated cash requirements and contractual obligations, the Company's commercial paper and long-term debt ratings continuing to enable it to refinance its debts at favorable rates, factors that could affect its credit ratings, and the effect that lower credit ratings would have on its access to capital and credit markets and borrowing costs; 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.

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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 selling 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, 2025 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:

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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.