John Furner CEO pay package outlined by Walmart (NYSE: WMT) board

Rhea-AI Filing Summary

Walmart Inc. filed an amended report to disclose the compensation package for incoming President and Chief Executive Officer John Furner, effective February 1, 2026.

As of that date, Mr. Furner’s annual base salary will be $1,500,000. For the fiscal year ending January 31, 2027, his target annual cash incentive under Walmart’s Management Incentive Plan is set at 240% of base salary, with a maximum payout of 300% of base salary, tying a significant portion of his cash pay to performance.

For fiscal 2027, he will be eligible for an annual equity award valued at approximately $17,000,000, composed of 85% performance-based restricted stock units and 15% restricted stock, on the same schedule as other executive officers. In addition, he will receive a one-time grant of performance-based restricted stock units valued at about $10,000,000, with roughly one-third vesting after the first anniversary of the grant and about two-thirds after the second anniversary.

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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 16, 2026 (November 13, 2025)

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 November 14, 2025 (the “Initial Form 8-K”), on November 13, 2025, John Furner was appointed President and Chief Executive Officer of the Company, effective February 1, 2026 (the “Effective 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 Mr. Furner’s compensation in connection with his new position.

In connection with his new role, the Compensation and Management Development Committee (the “CMDC”) of the Company’s Board of Directors approved certain changes to Mr. Furner’s compensation. As of the Effective Date, Mr. Furner’s annualized base salary will be $1,500,000. For the fiscal year ending January 31, 2027 (“fiscal 2027”), Mr. Furner’s target annual cash incentive opportunity under the Company’s Management Incentive Plan is 240% of his base salary, with a maximum possible payout of 300% of his base salary. For fiscal 2027, Mr. Furner will be eligible to receive an annual equity award with a value of approximately $17,000,000, consisting of 85% performance-based restricted stock units and 15% restricted stock, and with the same grant date and vesting schedule as approved by the CMDC for all of the Company’s executive officers. In addition, Mr. Furner will also receive a one-time award of performance-based restricted stock units in connection with his new role with a value of approximately $10,000,000, approximately one-third of which will vest following the first anniversary of the grant date and approximately two-thirds of which will vest following the second anniversary of the grant date.

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 16, 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 does Walmart (WMT) disclose in this 8-K/A amendment?

The filing provides detailed information on the compensation package approved for John Furner in connection with his role as President and Chief Executive Officer of Walmart Inc., including base salary, cash incentive opportunities, and equity awards.

When does John Furner become President and CEO of Walmart (WMT)?

John Furner was appointed President and Chief Executive Officer of Walmart Inc. effective February 1, 2026, as previously reported and reaffirmed in this amended disclosure.

What is John Furner’s base salary as Walmart’s CEO?

As of the effective date of his new role, John Furner’s annualized base salary will be $1,500,000.

How is John Furner’s cash incentive opportunity structured at Walmart?

For fiscal 2027, Mr. Furner’s target annual cash incentive under Walmart’s Management Incentive Plan is 240% of his base salary, with a maximum potential payout of 300% of his base salary, making a large portion of his cash compensation performance-based.

What annual equity awards will John Furner receive from Walmart (WMT)?

For fiscal 2027, John Furner will be eligible for an annual equity award with a value of approximately $17,000,000, consisting of 85% performance-based restricted stock units and 15% restricted stock, using the same grant date and vesting schedule as other executive officers.

What is the one-time performance-based equity award for John Furner?

In connection with his new role, Mr. Furner will receive a one-time award of performance-based restricted stock units valued at about $10,000,000. Approximately one-third of this award will vest after the first anniversary of the grant date and approximately two-thirds will vest after the second anniversary.

Who approved John Furner’s compensation package at Walmart?

The compensation changes for John Furner were approved by the Compensation and Management Development Committee of Walmart’s Board of Directors.