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Walmart (NYSE: WMT) appoints new U.S., International, Sam's Club CEOs

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Rhea-AI Filing Summary

Walmart Inc. announced a major leadership reshuffle across its core U.S., International and Sam’s Club businesses. Effective February 1, 2026, David Guggina will become Executive Vice President, President and CEO of Walmart U.S., succeeding John Furner, who is moving to the role of President and CEO of Walmart Inc.

Christopher Nicholas will become Executive Vice President, President and CEO of Walmart International, following Kathryn McLay’s planned departure after a transition period that runs through April 30, 2026. Latriece Watkins will become Executive Vice President, President and CEO of Sam’s Club U.S.

The board’s compensation committee set new pay packages that include annualized base salaries of $975,000 for Mr. Guggina, $1,000,000 for Mr. Nicholas, and $925,000 for Ms. Watkins, with target annual cash incentives equal to 180% of base salary and maximum payouts at 225%. Each will be eligible for fiscal 2027 equity awards of approximately $8,000,000, $9,000,000, and $7,000,000, respectively, mostly in performance-based restricted stock units. All three executives are subject to existing two-year non-compete agreements that also provide for continued base salary for two years if they are terminated other than for policy violations.

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Insights

Walmart realigns top segment CEOs with sizable, performance-linked pay.

Walmart is simultaneously appointing new leaders for Walmart U.S., Walmart International, and Sam’s Club U.S., concentrating fresh leadership under an already-announced new group CEO. These are among the company’s most important operating roles, so coordinated changes can reshape strategic focus across domestic stores, international operations, and membership retail.

The compensation packages blend high base salaries with strong variable components. For fiscal 2027, target cash incentives are set at 180% of base salary, with maximum payouts at 225%, and equity awards of about $8,000,000, $9,000,000, and $7,000,000 for David Guggina, Christopher Nicholas, and Latriece Watkins, mostly in performance-based restricted stock units. This structure ties a large share of their potential pay to achieving company goals.

The non-competition agreements add retention and protection features by restricting the three executives from joining competitors or soliciting key associates for two years after leaving, while promising two years of continued base salary if they are terminated other than for policy violations. Future disclosures in regular filings can provide more detail on how these leaders influence segment performance after the Effective Date of February 1, 2026.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Understanding 8-K Material Events →
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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)
January 16, 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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.10 per shareWMTThe Nasdaq Stock Market LLC
2.550% Notes due 2026WMT26The Nasdaq Stock Market LLC
1.050% Notes due 2026WMT26AThe Nasdaq Stock Market LLC
1.500% Notes due 2028WMT28CThe Nasdaq Stock Market LLC
4.875% Notes due 2029WMT29BThe Nasdaq Stock Market LLC
5.750% Notes due 2030WMT30BThe Nasdaq Stock Market LLC
1.800% Notes due 2031WMT31AThe Nasdaq Stock Market LLC
5.625% Notes due 2034WMT34The Nasdaq Stock Market LLC
5.250% Notes due 2035WMT35AThe Nasdaq Stock Market LLC
4.875% Notes due 2039WMT39The 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.
Walmart U.S. On January 16, 2026, David Guggina, age 40, was appointed Executive Vice President, President and Chief Executive Officer, Walmart U.S., effective February 1, 2026 (the “Effective Date”). Mr. Guggina will succeed John Furner in this role, whose promotion to President and Chief Executive Officer of Walmart Inc. (the “Company”) as of the Effective Date was announced by the Company on November 14, 2025. Since January 2025, Mr. Guggina has served as Executive Vice President and Chief eCommerce Officer, Walmart U.S. Previously, Mr. Guggina served as Executive Vice President, Supply Chain from November 2022 to January 2025, as Senior Vice President, Innovation and Automation from April 2021 to November 2022, and as Senior Vice President, Product and Engineering from December 2019 to April 2021. Prior to joining the Company in 2019, Mr. Guggina served in a variety of roles at Amazon.com, Inc.

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. Guggina’s compensation. As of the Effective Date, Mr. Guggina’s annualized base salary will be $975,000. For the fiscal year ending January 31, 2027 (“fiscal 2027”), Mr. Guggina’s target annual cash incentive opportunity under the Company’s Management Incentive Plan (the “MIP”) will be 180% of his base salary, with a maximum possible payout of 225% of his base salary. For fiscal 2027, Mr. Guggina will be eligible to receive an annual equity award with a value of approximately $8,000,000, consisting of 75% performance-based restricted stock units and 25% restricted stock, and with the same grant date and vesting schedule as approved by the CMDC for all of the Company’s executive officers.

Walmart International. 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 depart the Company. Ms. McLay will remain in her current position effective as of the close of business January 31, 2026 (the “Transition Date”), and will separate from employment with the Company on April 30, 2026 (the “Separation Date”). Beginning on the Transition Date, Ms. McLay will serve in a transitional role until the Separation Date, at which time her employment with the Company will end.

On January 16, 2026, Christopher Nicholas, age 48, was appointed Executive Vice President, President and Chief Executive Officer, Walmart International, effective as of the Effective Date. Since September 2023, Mr. Nicholas has served as Executive Vice President, President and Chief Executive Officer, Sam’s Club U.S. From October 2021 to September 2023, Mr. Nicholas served as Executive Vice President and Chief Operating Officer, Walmart U.S. From February 2021 to October 2021, Mr. Nicholas served as Executive Vice President and Chief Financial Officer of Walmart U.S., and from January 2020 to February 2021 as Executive Vice President and Chief Financial Officer of Walmart International. Mr. Nicholas joined the Company in August 2018 as Senior Vice President and Deputy Chief Financial Officer, Walmart International, a role he held until January 2020. Prior to joining the Company, Mr. Nicholas served in a variety of roles at Coles Group, a prominent Australian retailer, Dansk Supermarked Group, a Danish-based retailer, and Tesco PLC, a U.K.-based retailer.
In connection with his new role, the CMDC approved certain changes to Mr. Nicholas’ compensation. As of the Effective Date, Mr. Nicholas’ annualized base salary will be $1,000,000. For fiscal 2027, Mr. Nicholas’ target annual cash incentive opportunity under the MIP will be 180% of his base salary, with a maximum possible payout of 225% of his base salary. For fiscal 2027, Mr. Nicholas will be eligible to receive an annual equity award with a value of approximately $9,000,000, consisting of 75% performance-based restricted stock units and 25% restricted stock, and with the same grant date and vesting schedule as approved by the CMDC for all of the Company’s executive officers.

Sam’s Club U.S. Also on January 16, 2026, Latriece Watkins, age 51, was appointed Executive Vice President, President and Chief Executive Officer, Sam’s Club U.S., effective as of the Effective Date. Since May 2023, Ms. Watkins has served as Executive Vice President and Chief Merchandising Officer, Walmart U.S. From December 2020 to May 2023, Ms. Watkins served as Executive Vice President, Consumables, Walmart U.S. Ms. Watkins joined the Company in 1997 as a real estate intern and has served in various leadership roles across Sam’s Club, Walmart U.S., human resources, and store operations. She has served on the Board of Directors of Live Nation Entertainment, Inc. since 2021.

In connection with her new role, the CMDC approved certain changes to Ms. Watkins’ compensation. As of the Effective Date, Ms. Watkins’ annualized base salary will be $925,000. For fiscal 2027, Ms. Watkins’ target annual cash incentive opportunity under the MIP will be 180% of her base salary, with a maximum possible payout of 225% of her base salary. For fiscal 2027, Ms. Watkins will be eligible to receive an annual equity award with a value of approximately $7,000,000, consisting of 75% performance-based restricted stock units and 25% restricted stock, and with the same grant date and vesting schedule as approved by the CMDC for all of the Company’s executive officers.

General. The Company previously entered into a post-termination agreement and covenant not to compete with Mr. Guggina dated January 18, 2020, with Mr. Nicholas dated May 20, 2018, and with Ms. Watkins dated June 4, 2014 (collectively, the
“Non-Competition Agreements”). The Non-Competition Agreements are substantially similar to the form of post termination agreement and covenant not to compete that is attached as Exhibit 10(p) to the Company’s Form 10-K filed on March 30, 2011.
The Non-Competition Agreements prohibit Mr. Guggina, Mr. Nicholas, and Ms. Watkins, for a period of two years following termination of employment with the Company for any reason, from participating in a business that competes with the Company and from soliciting certain of the Company’s associates for employment. The Non-Competition Agreements also provide that, if the relevant executive’s employment is terminated by the Company for any reason other than for a violation of the Company’s policies, the Company will continue to pay his or her base salary for two years following termination of employment.

The Company issued press releases on January 15, 2026 and January 16, 2026 announcing the events described above. Copies of these press releases are furnished as Exhibits 99.1 and 99.2 to this report.
Item 9.01. Financial Statements and Exhibits.
(d)    Exhibits
The following document is furnished as an exhibit to this Current Report on Form 8-K:
99.1
Press Release dated January 15, 2026.
99.2
Press Release dated January 16, 2026.
Exhibit 104Cover Page Interactive Data File (formatted as Inline XBRL).


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



Source: View Original Filing on SEC EDGAR

FAQ

What executive leadership changes did Walmart (WMT) announce in this 8-K?

Walmart appointed David Guggina as Executive Vice President, President and CEO of Walmart U.S., Christopher Nicholas as Executive Vice President, President and CEO of Walmart International, and Latriece Watkins as Executive Vice President, President and CEO of Sam’s Club U.S., all effective February 1, 2026.

Who is David Guggina and what will his compensation be in his new Walmart U.S. role?

David Guggina, previously Walmart U.S. Executive Vice President and Chief eCommerce Officer, will become Executive Vice President, President and CEO of Walmart U.S. His annualized base salary will be $975,000, with a fiscal 2027 target cash incentive of 180% of base salary, a maximum of 225%, and an annual equity award of about $8,000,000 split between performance-based restricted stock units and restricted stock.

What are the new role and pay terms for Christopher Nicholas at Walmart (WMT)?

Christopher Nicholas will become Executive Vice President, President and CEO of Walmart International. His annualized base salary will be $1,000,000. For fiscal 2027, his target cash incentive under the Management Incentive Plan will be 180% of base salary, with a maximum of 225%, and he will be eligible for an annual equity award of about $9,000,000, primarily in performance-based restricted stock units.

What changes were announced for Sam’s Club U.S. leadership and compensation?

Latriece Watkins was named Executive Vice President, President and CEO of Sam’s Club U.S. Her annualized base salary will be $925,000. For fiscal 2027, her target cash incentive will be 180% of base salary, with a maximum of 225%, and she will be eligible for an annual equity award of approximately $7,000,000, with 75% in performance-based restricted stock units and 25% in restricted stock.

What is happening with Walmart International CEO Kathryn McLay?

Kathryn McLay, the current Executive Vice President, President and CEO of Walmart International, will depart the company. She will remain in her position through the close of business on January 31, 2026, then serve in a transitional role until her employment ends on April 30, 2026.

What non-compete and post-termination protections cover these Walmart executives?

David Guggina, Christopher Nicholas, and Latriece Watkins are each party to existing post-termination and non-competition agreements. For two years after leaving Walmart, they are prohibited from working for competing businesses and from soliciting certain associates. If Walmart terminates their employment for reasons other than policy violations, the company will continue paying their base salary for two years following termination.