Walmart (NYSE: WMT) outlines Kathryn McLay severance, equity and non-compete terms

Rhea-AI Filing Summary

Walmart Inc. filed an amended report to disclose the separation terms for Kathryn McLay, Executive Vice President, President and CEO of Walmart International. She will step down from her role on January 31, 2026 and leave the company on April 30, 2026.

Under a separation agreement dated January 28, 2026, Ms. McLay will receive payments totaling $2,820,000 over two years following her separation date. Walmart will accelerate the vesting of 24,051 restricted shares of its common stock and she will forfeit all other unvested equity awards. The agreement includes a two-year non-compete and a six-month non-solicitation of certain associates.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported)

January 30, 2026 (January 15, 2026)

Walmart Inc.

(Exact name of registrant as specified in its charter)

DE			001-06991			71-0415188
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

1 Customer Drive

Bentonville, AR 72716

(Address of Principal Executive Offices) (Zip code)

Registrant's telephone number, including area code: (479) 273-4000

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

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

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

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

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

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.10 per share

WMT

The Nasdaq Stock Market LLC

2.550% Notes due 2026

WMT26

The Nasdaq Stock Market LLC

1.050% Notes due 2026

WMT26A

The Nasdaq Stock Market LLC

1.500% Notes due 2028

WMT28C

The Nasdaq Stock Market LLC

4.875% Notes due 2029

WMT29B

The Nasdaq Stock Market LLC

5.750% Notes due 2030

WMT30B

The Nasdaq Stock Market LLC

1.800% Notes due 2031

WMT31A

The Nasdaq Stock Market LLC

5.625% Notes due 2034

WMT34

The Nasdaq Stock Market LLC

5.250% Notes due 2035

WMT35A

The Nasdaq Stock Market LLC

4.875% Notes due 2039

WMT39

The Nasdaq Stock Market LLC

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

Emerging growth company ☐

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported by Walmart Inc. (the “Company”) in a Current Report on Form 8-K filed with the Securities and Exchange Commission on January 16, 2026 (the “Initial Form 8-K”), on January 15, 2026, the Company announced that Kathryn McLay, the Company’s Executive Vice President, President and Chief Executive Officer, Walmart International (the “Position”) will step down from the Position as of the close of business on January 31, 2026, and separate from employment with the Company effective April 30, 2026 (the “Separation Date”). This Current Report on Form 8-K/A is being filed as an amendment to the Initial Form 8-K to provide information regarding the terms of an agreement between Ms. McLay and the Company regarding her separation from employment with the Company.

On January 28, 2026, Ms. McLay and the Company entered into a separation agreement (the “Agreement”). Subject to compliance with the terms and conditions of the Agreement, Ms. McLay will receive payments totaling $2,820,000 to be paid over a two-year period following the Separation Date. In addition, the Company will accelerate the vesting of 24,051 restricted shares of the Company’s common stock, par value $0.10, held by Ms. McLay as of the Separation Date. Ms. McLay will forfeit all remaining unvested equity awards. The Agreement also prohibits Ms. McLay, for a period of two years following the Separation Date, from competing with the Company, and from soliciting certain of the Company’s associates for employment for a period of six months following the Separation Date. A copy of the Agreement will be filed as an exhibit to the Company’s Annual Report on Form 10-K for the fiscal year ending January 31, 2026.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 30, 2026

WALMART INC.
						By:			/s/ Gordon Y. Allison
Name:			Gordon Y. Allison
Title:			Senior Vice President, Office of the Corporate Secretary, and Chief Counsel for Finance and Corporate Governance

FAQ

What did Walmart (WMT) disclose about Kathryn McLay in this 8-K/A?

Walmart disclosed detailed separation terms for Kathryn McLay, Executive Vice President and CEO of Walmart International. The filing updates a prior report and covers cash payments, equity treatment, and restrictions that apply after she steps down and leaves the company in early 2026.

How much severance will Kathryn McLay receive from Walmart (WMT)?

Kathryn McLay will receive payments totaling $2,820,000 under her separation agreement. These payments are scheduled to be made over a two-year period following her April 30, 2026 separation date, and are conditioned on her compliance with the agreement’s terms and conditions.

What happens to Kathryn McLay’s Walmart (WMT) equity awards?

Walmart will accelerate the vesting of 24,051 restricted shares of its common stock held by Kathryn McLay as of her separation date. She will forfeit all remaining unvested equity awards, meaning only those specified restricted shares will vest under the separation agreement.

What non-compete and non-solicitation terms apply to Kathryn McLay after leaving Walmart?

The agreement prohibits Kathryn McLay from competing with Walmart for two years after her April 30, 2026 separation date. It also bars her from soliciting certain Walmart associates for employment for six months following that separation date, adding post-employment restrictions to her departure package.

When will Kathryn McLay leave Walmart and when did she step down from her role?

Kathryn McLay will separate from employment with Walmart effective April 30, 2026. She will step down from her position as Executive Vice President, President and CEO of Walmart International as of the close of business on January 31, 2026, before her final departure date.

Where will Walmart (WMT) file the full separation agreement with Kathryn McLay?

Walmart plans to file a copy of Kathryn McLay’s separation agreement as an exhibit to its Annual Report on Form 10-K. That Form 10-K will cover the fiscal year ending January 31, 2026, providing investors access to the full, detailed agreement language.