Walmart 8-K Filings

Walmart Inc. updated its corporate charter after shareholders approved an amendment limiting the liability of certain officers to the fullest extent permitted under Delaware law. The charter amendment and a Restated Certificate of Incorporation were filed and became effective on June 4, 2026.

At the annual shareholders' meeting, 7,164,547,083 of 7,970,990,515 eligible common shares were represented. Shareholders elected all eleven director nominees, ratified Ernst & Young LLP as auditor for the fiscal year ending January 31, 2027, and approved an advisory vote on named executive officer compensation.

Shareholders also approved the charter amendment and rejected four shareholder proposals seeking cumulative voting, and reports on workplace health and safety governance, immigration policy and enforcement, and the workforce impact of AI and automation.

Walmart Inc. reported first-quarter fiscal 2027 results showing steady growth and reaffirmed its full-year outlook. Total revenues rose 7.3% to $177.8 billion, or 5.9% in constant currency, with net sales up 5.7% in constant currency, driven by strength across all segments and 26% global eCommerce growth.

Adjusted operating income in constant currency increased 5.1% to $7.5 billion, while adjusted EPS grew 8.2% to $0.66, helped by higher gross margins and membership income but partially offset by higher fuel and healthcare costs. Free cash flow turned negative $1.9 billion as capital expenditures increased to support the company’s omnichannel strategy. For Q2 FY27, Walmart expects constant-currency net sales to rise 4.0%-5.0%, operating income 7.0%-10.0%, and adjusted EPS of $0.72 to $0.74. Full-year FY27 guidance for net sales, adjusted operating income, adjusted EPS of $2.75-$2.85, and capital expenditures at about 3.5% of net sales remains unchanged.

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.

Walmart Inc. disclosed that Suresh Kumar, its Executive Vice President, Global Chief Technology Officer and Chief Development Officer, has adopted a pre-arranged stock trading plan under SEC Rule 10b5-1 as part of his long-term diversification, tax, and financial planning strategy.

Beginning on June 29, 2026 through December 31, 2026, the plan provides for sales of approximately 33,270 shares of Walmart common stock each month, subject to a minimum stock price threshold, with a maximum of 199,610 shares eligible for sale. Any unsold shares due to the threshold not being met may carry over to later months.

The company states that Mr. Kumar will have no discretion over the timing or execution of trades under the plan and that he remains subject to stock ownership guidelines requiring holdings equal to at least five times his base salary. Following each sale under the plan, he is expected to continue meeting these ownership requirements, and any transactions will be reported on Forms 144 and 4 as required.

Walmart Inc. disclosed that three senior leaders adopted pre-arranged stock trading plans under Rule 10b5-1 as part of long-term diversification and tax planning strategies consistent with the company’s insider trading policy. Former CEO and current director C. Douglas McMillon’s plan schedules sales of 19,416 shares each month from June 2026 through January 2027, for a maximum of 155,328 shares. Executive Vice President Daniel J. Bartlett’s plan provides for sales of $416,666.67 of common stock on specified monthly dates from July 2026 until July 1, 2029, subject to a minimum price, with a maximum aggregate of $15,000,000. Executive Vice President David Guggina’s plan covers sales of the net shares remaining after taxes from a vesting of 21,108 restricted shares, with trading to begin June 10, 2026. Each executive will have no discretion over trade timing, and all transactions will be reported on Forms 144 and 4 as required.

Walmart Inc. reported solid growth for the quarter and fiscal year ended January 31, 2026. Fourth-quarter revenue reached $190.7 billion, up 5.6%, with net sales of $188.9 billion and global eCommerce sales up 24%, now about 23% of net sales. Operating income for the quarter grew 10.8% to $8.7 billion, while GAAP EPS was $0.53 and adjusted EPS was $0.74, excluding a net loss on equity and other investments.

For the full year, revenue rose 4.7% to $713.2 billion and operating income increased 1.6% to $29.8 billion. Adjusted operating income in constant currency grew faster than sales, and adjusted EPS was $2.64. Free cash flow improved to $14.9 billion on operating cash flow of $41.6 billion. The company repurchased 85 million shares for $8.1 billion in fiscal 2026 and announced a new $30 billion share repurchase authorization, along with a higher annual dividend of $0.99 per share.

Looking ahead to fiscal 2027, Walmart guides constant-currency net sales growth of 3.5%–4.5%, adjusted operating income growth of 6.0%–8.0%, and adjusted EPS of $2.75–$2.85. Q1 FY27 guidance calls for net sales growth of 3.5%–4.5% in constant currency and adjusted EPS of $0.63–$0.65, indicating expectations for continued moderate growth with margins improving faster than sales.

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.

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.

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.

Walmart Inc. reported that its Board of Directors appointed Shishir Mehrotra, age 46, as a director effective January 8, 2026. He will serve on the Board’s Compensation and Management Development Committee and the Technology and eCommerce Committee. The company states there is no arrangement or understanding with any other person or entity under which he was appointed.

As a non-management director, Mr. Mehrotra will receive a prorated portion of the $230,000 annual stock award and a prorated portion of the $115,000 annual retainer for the term ending at Walmart’s 2026 Annual Shareholders’ Meeting. The annual retainer is paid quarterly in arrears, and he may elect to receive it in cash or Walmart common stock, defer in stock units, defer in cash in an interest-bearing account, or use any combination of these options. Walmart also furnished a press release dated January 8, 2026 as an exhibit announcing his appointment.

Walmart Inc. announced that it will voluntarily transfer the listing of its common stock and several series of outstanding notes from the New York Stock Exchange to Nasdaq. Trading on the NYSE is expected to end at market close on December 8, 2025, and trading on Nasdaq is expected to begin at market open on December 9, 2025, with all securities continuing under their current ticker symbols, including WMT for the common stock.

The company is also furnishing a press release and a financial presentation that provide its results of operations, cash flows, and financial condition for the three and nine months ended October 31, 2025. These materials are furnished rather than filed, which limits their use for certain legal liability and incorporation-by-reference purposes.

Walmart Inc. announced a planned CEO transition. C. Douglas McMillon will retire as president and chief executive officer effective at the close of business on January 31, 2026, and continue as an executive officer through January 31, 2027, reporting to the Board Chair and remaining a director until the June 2026 Annual Shareholders’ Meeting.

The Board appointed John R. Furner as president and chief executive officer effective February 1, 2026, and elected him to the Board. Furner has led Walmart U.S. since November 2019 and previously served as Sam’s Club CEO. Compensation changes for his new role will be determined in the ordinary course by the CMDC prior to the effective date.

Under a new agreement beginning February 1, 2026, Mr. McMillon will receive a $1.5 million annual salary, will not participate in the Management Incentive Plan after January 31, 2026, and existing equity will continue to vest through January 31, 2027. The Company will accelerate certain awards—11,524 restricted shares and 195,898 performance shares (based on 100% performance, subject to fiscal 2026 performance)—to vest on January 31, 2027. His non‑competition covenant is extended through January 31, 2029, with non‑solicitation extending six months past January 31, 2027.

Walmart Inc. appointed Dwayne Milum as Senior Vice President and Controller, effective February 1, 2026, and designated him as the company’s principal accounting officer. Milum has served as Senior Vice President and Chief Audit Executive since April 2022 and previously was Vice President and Controller for Walmart International. David Chojnowski will remain Senior Vice President and Controller until January 31, 2026, then transition to Senior Vice President, Treasurer and Tax.

Milum’s compensation includes a $600,000 annual base salary and eligibility for an annual cash incentive under the Management Incentive Plan with a 50% target for fiscal 2027. For fiscal 2027, he will receive performance-based RSUs with a target value of $1,125,000, vesting on January 31, 2030 if goals are achieved, and restricted stock valued at $375,000 vesting over three years. His employment is at-will. A one-year Non-Compete Agreement applies post-termination, with base salary continued for up to one year if terminated other than for policy violations.

Walmart Inc. discloses an insider sale plan for Ms. Morris to diversify her assets and meet tax and financial planning needs. The plan covers the net shares remaining after taxes from vesting of 14,425 shares on January 13, 2026 and 134,240 shares on January 31, 2026, for a maximum of 148,665 shares less shares withheld for taxes. Sales will begin January 13, 2026 subject to a specified minimum stock price threshold and the plan expires on the earlier of July 13, 2026 or when all applicable shares are sold. Ms. Morris remains subject to the company’s stock ownership guideline requiring holdings equal to at least five times her base salary. Transactions will be reported on Form 144 and Form 4 as required.

Walmart Inc. disclosed that under a prearranged plan an executive, Mr. Danker, will sell shares that remain after taxes are withheld when two tranches of restricted stock vest: 6,873 shares vesting on January 13, 2026 and 103,103 shares vesting on August 25, 2026. The filing states the maximum number of shares potentially to be sold under the plan is 109,976, subject to shares withheld for taxes. The sales will occur at prevailing market prices and will be reported in Form 144 and Form 4 filings as required. Mr. Danker is subject to the company’s stock ownership guideline requiring ownership equal to five times his base salary by his fifth anniversary.

Walmart disclosed that an executive, Mr. Rainey, established a new Rule 10b5-1 trading plan to sell a maximum of 40,000 shares of company common stock in two scheduled transactions: 20,000 shares on February 2, 2026 and 20,000 shares on March 2, 2026, at prevailing market prices.

The filing notes the new plan follows an earlier Rule 10b5-1 plan entered on September 6, 2024, whose last trade will occur on December 1, 2025. Walmart states the transactions are part of Mr. Rainey’s long-term asset diversification, tax, and financial planning and comply with the company’s Insider Trading Policy. The company also confirms Mr. Rainey remains subject to stock ownership guidelines requiring holdings equal to at least five times his base salary, and that sales will be reported on Form 144 and Form 4 as required.

Walmart Inc. submitted a current report to share that it is furnishing, rather than formally filing, its latest earnings materials. On August 21, 2025, the company plans to issue a press release and post a financial presentation on its investor website covering results of operations and cash flows for the three and six months ended July 31, 2025, along with its financial condition as of that date.

The press release is included as Exhibit 99.1 and the financial presentation as Exhibit 99.2 to the report. Walmart notes that this information is being furnished under the securities laws, which limits certain legal liabilities and keeps the materials from being automatically incorporated into other SEC filings unless specifically referenced.