Walmart (NYSE: WMT) issues $4.2B in senior notes due 2029–2036

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Walmart Inc. has entered into underwriting agreements to issue multiple new series of senior, unsecured notes, raising aggregate net proceeds of $4,230,348,500 before expenses. The offering includes floating-rate notes due 2029 and fixed-rate notes due between 2029 and 2036.

Walmart will sell $350,000,000 of Floating Rate Notes due 2029, $650,000,000 of 4.000% Notes due 2029, $1,000,000,000 of 4.150% Notes due 2031, $1,250,000,000 of 4.450% Notes due 2033 and $1,000,000,000 of 4.750% Notes due 2036. The notes will be issued as global securities under Walmart’s existing indenture and automatic shelf registration, and will rank equally with its other senior unsecured debt.

Insights

Walmart is adding $4.23B in new senior unsecured debt across staggered maturities.

Walmart is issuing five tranches of U.S. dollar notes, from floating-rate debt to fixed coupons between 4.000% and 4.750%, maturing from 2029 to 2036. This broad maturity ladder helps diversify refinancing dates and interest-rate exposure.

The notes are senior, unsecured obligations under the existing Indenture, ranking equally with Walmart’s other senior unsecured debt. Net proceeds total about $4.23B before expenses, meaning a sizable but manageable increase in gross debt for a company of Walmart’s scale.

The filing references a prospectus dated December 4, 2023 and a prospectus supplement dated April 27, 2026, indicating these issuances come off an established automatic shelf. Future disclosures in periodic reports can clarify how the proceeds affect leverage, interest expense and Walmart’s broader capital allocation.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Floating Rate Notes due 2029: $350,000,000 principal; $349,125,000 net 4.000% Notes due 2029: $650,000,000 principal at 99.924% 4.150% Notes due 2031: $1,000,000,000 principal at 99.786% +4 more

7 metrics

Floating Rate Notes due 2029 $350,000,000 principal; $349,125,000 net New Floating Rate Notes due 2029; net proceeds after underwriting discount

4.000% Notes due 2029 $650,000,000 principal at 99.924% Fixed-rate 4.000% notes due 2029; $647,881,000 net proceeds

4.150% Notes due 2031 $1,000,000,000 principal at 99.786% Fixed-rate 4.150% notes due 2031; $994,360,000 net proceeds

4.450% Notes due 2033 $1,250,000,000 principal at 99.929% Fixed-rate 4.450% notes due 2033; $1,244,112,500 net proceeds

4.750% Notes due 2036 $1,000,000,000 principal at 99.937% Fixed-rate 4.750% notes due 2036; $994,870,000 net proceeds

Aggregate public offering price $4,245,848,500 Total price to public for all note tranches before underwriting discounts and expenses

Aggregate net proceeds $4,230,348,500 Net proceeds to Walmart after underwriting discounts, before transaction expenses

Key Terms

Floating Rate Notes, senior, unsecured debt securities, Indenture, Global Notes, +2 more

6 terms

Floating Rate Notes financial

"the Company’s Floating Rate Notes Due 2029 (the “Floating Rate Notes”)"

Floating rate notes are debt securities that pay interest that adjusts periodically based on a short-term interest benchmark (for example, LIBOR or SOFR), so the cash interest you receive goes up or down with market rates. For investors they act like an adjustable-rate loan: they help protect income when overall interest rates rise and generally lose less value than fixed-rate bonds when rates move, making them useful for managing interest-rate risk.

senior, unsecured debt securities financial

"The Notes of each New Series will be senior, unsecured debt securities of the Company"

Indenture regulatory

"pursuant to, and in accordance with, the terms of the Indenture, dated as of July 19, 2005"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

Global Notes financial

"which will be in definitive, fully registered form without interest coupons. The Floating Rate Notes will be represented by one global note"

Registration Statement on Form S-3ASR regulatory

"under the Company’s Registration Statement on Form S-3ASR (File No. 333-275878)"

A registration statement on Form S-3ASR is a pre-approved filing used by well-established public companies to register securities they may sell over time, with the paperwork becoming effective automatically so offerings can begin quickly. For investors, it matters because it lets a company raise money or issue stock or debt on short notice — like a company keeping a ready-to-use credit line — which can dilute existing shares or change the company’s cash position rapidly.

prospectus supplement regulatory

"The material terms of the Notes are described in the Company’s prospectus supplement dated April 27, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

Understanding 8-K Material Events →

04/30/2026 - 07:54 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported)

April 30, 2026 (April 27, 2026)

Walmart Inc.

(Exact name of registrant as specified in its charter)

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
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 8.01.

Other Events.

Walmart Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Barclays Capital Inc., HSBC Securities (USA) Inc. and U.S. Bancorp Investments, Inc., acting for themselves and as representatives of the other several underwriters named in Schedule I to the Pricing Agreement (as defined below) (collectively, the “Underwriters”), have entered into a Pricing Agreement, dated April 27, 2026 (the “Pricing Agreement”), pursuant to which, subject to the satisfaction of the conditions set forth therein, the Company has agreed to sell to the Underwriters, and the Underwriters have agreed to purchase from the Company, $350,000,000 aggregate principal amount of the Company’s Floating Rate Notes Due 2029 (the “Floating Rate Notes”), $650,000,000 aggregate principal amount of the Company’s 4.000% Notes Due 2029 (the “2029 Notes”), $1,000,000,000 aggregate principal amount of the Company’s 4.150% Notes Due 2031 (the “2031 Notes”), $1,250,000,000 aggregate principal amount of the Company’s 4.450% Notes Due 2033 (the “2033 Notes”) and $1,000,000,000 aggregate principal amount of the Company’s 4.750% Notes Due 2036 (the “2036 Notes” and, collectively with the Floating Rate Notes, the 2029 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The Pricing Agreement incorporates by reference the terms and conditions of an Underwriting Agreement, dated April 27, 2026, between the Company and the Underwriters (the “Underwriting Agreement” and, together with the Pricing Agreement, the “Agreement”). The Company and the Underwriters expect to consummate the sale and purchase of the Notes pursuant to the Agreement on April 30, 2026.

The Floating Rate Notes will be sold to the public at a price equal to 100.000% of the aggregate principal amount of the Floating Rate Notes. The net proceeds to the Company from the sale of the Floating Rate Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the Floating Rate Notes, will be $349,125,000.

The 2029 Notes will be sold to the public at a price equal to 99.924% of the aggregate principal amount of the 2029 Notes. The net proceeds to the Company from the sale of the 2029 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2029 Notes, will be $647,881,000.

The 2031 Notes will be sold to the public at a price equal to 99.786% of the aggregate principal amount of the 2031 Notes. The net proceeds to the Company from the sale of the 2031 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2031 Notes, will be $994,360,000.

The 2033 Notes will be sold to the public at a price equal to 99.929% of the aggregate principal amount of the 2033 Notes. The net proceeds to the Company from the sale of the 2033 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2033 Notes, will be $1,244,112,500.

The 2036 Notes will be sold to the public at a price equal to 99.937% of the aggregate principal amount of the 2036 Notes. The net proceeds to the Company from the sale of the 2036 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2036 Notes, will be $994,870,000.

The Notes will be sold to the public at an aggregate price of $4,245,848,500 before underwriting discounts and transaction expenses allocable to the sale of the Notes. The aggregate net proceeds to the Company from the sale of the Notes, after underwriting discounts, but before transaction expenses allocable to the sale of the Notes, will be $4,230,348,500.

The Floating Rate Notes will constitute part of the Company’s newly created series of Floating Rate Notes Due 2029 (the “Floating Rate Series”), the 2029 Notes will constitute part of the Company’s newly created series of 4.000% Notes Due 2029 (the “2029 Series”), the 2031 Notes will constitute part of the Company’s newly created series of 4.150% Notes Due 2031 (the “2031 Series”), the 2033 Notes will constitute part of the Company’s newly created series of 4.450% Notes Due 2033 (the “2033 Series”) and the 2036 Notes will constitute part of the Company’s newly created series of 4.750% Notes Due 2036 (the “2036 Series” and, collectively with the Floating Rate Series, the 2029 Series, the 2031 Series and the 2033 Series, the “New Series”). The Notes of each New Series will be senior, unsecured debt securities of the Company and will rank equally with each other and with all of the other senior, unsecured debt obligations of the Company.

The New Series were created and established, and the terms and conditions of each New Series were established, by action of the Company and an authorized officer of the Company pursuant to, and in accordance with, the terms of the Indenture, dated as of July 19, 2005, as amended and supplemented (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), and the Indenture and the related series terms certificates pursuant to the Indenture will govern the Notes of each New Series. The respective terms of the Floating Rate Notes, the 2029 Notes, the 2031 Notes, the 2033 Notes and the 2036 Notes are as set forth in the Indenture and in the forms of the Global Notes (referred to below) that will represent the Notes of the Floating Rate Series, the 2029 Series, the 2031 Series, the 2033 Series and the 2036 Series, respectively, to be sold pursuant to the Pricing Agreement.

The material terms of the Notes are described in the Company’s prospectus supplement dated April 27, 2026, which relates to the offer and sale of the Notes (the “Prospectus Supplement”), and the Company’s prospectus dated December 4, 2023, which relates to the offer and sale from time to time of an indeterminate amount of the Company’s debt securities, including the Notes (the “Prospectus”). The Prospectus Supplement, together with the Prospectus, was filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended (the “Securities Act”) on April 28, 2026, in connection with the offer and sale of the Notes. A Final Term Sheet, dated April 27, 2026, relating to, and setting forth certain terms of, the Notes was filed with the Commission pursuant to Rule 433 under the Securities Act on April 28, 2026.

The Notes of each New Series will be initially issued and delivered in book-entry form only and will be represented by one or more global notes, which will be in definitive, fully registered form without interest coupons. The Floating Rate Notes will be represented by one global note in the principal amount of $350,000,000 (the “Floating Rate Global Note”). The 2029 Notes will be represented by two global notes, one of which will be in the principal amount of $500,000,000 and one of which will be in the principal amount of $150,000,000 (the “2029 Global Notes”). The 2031 Notes will be represented by two global notes, each of which will be in the principal amount of $500,000,000 (the “2031 Global Notes”). The 2033 Notes will be represented by three global notes, two of which will be in the principal amount of $500,000,000 and one of which will be in the principal amount of $250,000,000 (the “2033 Global Notes”). The 2036 Notes will be represented by two global notes, each of which will be in the principal amount of $500,000,000 (the “2036 Global Notes” and, collectively with the Floating Rate Global Note, the 2029 Global Notes, the 2031 Global Notes and the 2033 Global Notes, the “Global Notes”). Each Global Note will be payable to Cede & Co., a New York corporation, as nominee of The Depository Trust Company. The Global Notes will be executed by the Company and authenticated by the Trustee in accordance with the Indenture.

Filed as exhibits to this Current Report on Form 8-K are: (i) the Pricing Agreement; (ii) the Underwriting Agreement; (iii) the Series Terms Certificate Pursuant to the Indenture Relating to Floating Rate Notes Due 2029, which was executed in accordance with the Indenture and evidences the establishment of the terms and conditions of the Floating Rate Series in accordance with the Indenture; (iv) the Series Terms Certificate Pursuant to the Indenture Relating to 4.000% Notes Due 2029, which was executed in accordance with the Indenture and evidences the establishment of the terms and conditions of the 2029 Series in accordance with the Indenture; (v) the Series Terms Certificate Pursuant to the Indenture Relating to 4.150% Notes Due 2031, which was executed in accordance with the Indenture and evidences the establishment of the terms and conditions of the 2031 Series in accordance with the Indenture; (vi) the Series Terms Certificate Pursuant to the Indenture Relating to 4.450% Notes Due 2033, which was executed in accordance with the Indenture and evidences the establishment of the terms and conditions of the 2033 Series in accordance with the Indenture; (vii) the

Series Terms Certificate Pursuant to the Indenture Relating to 4.750% Notes Due 2036, which was executed in accordance with the Indenture and evidences the establishment of the terms and conditions of the 2036 Series in accordance with the Indenture; (viii) the form of Floating Rate Global Note; (ix) the form of 2029 Global Notes; (x) the form of 2031 Global Notes; (xi) the form of 2033 Global Notes; (xii) the form of 2036 Global Notes; and (xiii) the opinion of Hunton Andrews Kurth LLP, counsel to the Company, regarding the legality of the issuance and sale of the Notes. The descriptions of such exhibits in this Current Report on Form 8-K are qualified in their entirety by reference to the full copies of such exhibits filed hereto, which are incorporated herein by reference.

The Company is offering and selling the Notes under the Company’s Registration Statement on Form S-3ASR (File No. 333-275878) (the “Registration Statement”), which registration statement relates to the offer and sale on a delayed basis from time to time of an indeterminate amount of the Company’s debt securities. This Current Report on Form 8-K is being filed in connection with the offer and sale of the Notes as described herein and to file with the Commission, in connection with the Registration Statement, the documents and instruments attached hereto as exhibits.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

The following documents are filed as exhibits to this Current Report on Form 8-K:


1.1		Pricing Agreement, dated April 27, 2026, between the Company and the Underwriters party thereto, together with the Underwriting Agreement, dated April 27, 2026, between the Company and the Underwriters party thereto

4.1		Series Terms Certificate Pursuant to the Indenture Relating to Floating Rate Notes Due 2029 of the Company

4.2		Series Terms Certificate Pursuant to the Indenture Relating to 4.000% Notes Due 2029 of the Company

4.3		Series Terms Certificate Pursuant to the Indenture Relating to 4.150% Notes Due 2031 of the Company

4.4		Series Terms Certificate Pursuant to the Indenture Relating to 4.450% Notes Due 2033 of the Company

4.5		Series Terms Certificate Pursuant to the Indenture Relating to 4.750% Notes Due 2036 of the Company

4.6		Form of Global Note to represent the Floating Rate Notes Due 2029 of the Company

4.7		Form of Global Notes to represent the 4.000% Notes Due 2029 of the Company

4.8		Form of Global Notes to represent the 4.150% Notes Due 2031 of the Company

4.9		Form of Global Notes to represent the 4.450% Notes Due 2033 of the Company

4.10		Form of Global Notes to represent the 4.750% Notes Due 2036 of the Company

5.1		Opinion of Hunton Andrews Kurth LLP

23.1		Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1 hereto)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 30, 2026


WALMART INC.

By:		/s/ Joseph M. Ruschell
Name:		Joseph M. Ruschell
Title:		Senior Vice President and Chief Counsel, Office of the Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What type of debt is Walmart (WMT) issuing in this 8-K filing?

Walmart is issuing senior, unsecured notes in five tranches: floating-rate notes due 2029 and fixed-rate notes due 2029, 2031, 2033, and 2036. All notes rank equally with Walmart’s other senior unsecured obligations under its existing indenture.

How much total capital is Walmart (WMT) raising through these new notes?

Walmart is raising an aggregate net amount of approximately $4,230,348,500 from the new notes, after underwriting discounts but before expenses. The gross public offering price for all tranches combined is $4,245,848,500, reflecting small discounts on each fixed-rate series.

What are the individual sizes of Walmart’s new note tranches?

Walmart will issue $350 million of Floating Rate Notes due 2029, $650 million of 4.000% Notes due 2029, $1.0 billion of 4.150% Notes due 2031, $1.25 billion of 4.450% Notes due 2033, and $1.0 billion of 4.750% Notes due 2036 to investors.

At what prices and coupons are Walmart’s new notes being sold?

The Floating Rate Notes are sold at 100.000% of principal. The fixed-rate tranches are sold at small discounts: 99.924% for 4.000% 2029 notes, 99.786% for 4.150% 2031 notes, 99.929% for 4.450% 2033 notes, and 99.937% for 4.750% 2036 notes, before underwriting discounts.

Who are the underwriters for Walmart’s new note issuance?

Citigroup Global Markets, J.P. Morgan Securities, Mizuho Securities USA, Barclays Capital, HSBC Securities (USA), and U.S. Bancorp Investments are acting as representatives of the underwriters. They agreed to purchase the notes from Walmart under a pricing agreement dated April 27, 2026.

Under which registration statement is Walmart offering these notes?

Walmart is offering and selling the notes under its automatic shelf Registration Statement on Form S-3ASR, File No. 333-275878. That registration statement covers the delayed, from-time-to-time offer and sale of an indeterminate amount of Walmart’s debt securities.

How will Walmart’s new notes be held and settled?

The new notes will be issued only in book-entry form as global notes registered in the name of Cede & Co., nominee of The Depository Trust Company. Investors will hold beneficial interests through DTC participants rather than receiving individual certificated securities.

Filing Exhibits & Attachments

16 documents

Walmart (NYSE: WMT) issues $4.2B in senior notes due 2029–2036

Rhea-AI Filing Summary

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