8-K

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)

October 22, 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	New York Stock Exchange
2.550% Notes due 2026	WMT26	New York Stock Exchange
1.050% Notes due 2026	WMT26A	New York Stock Exchange
1.500% Notes due 2028	WMT28C	New York Stock Exchange
4.875% Notes due 2029	WMT29B	New York Stock Exchange
5.750% Notes due 2030	WMT30B	New York Stock Exchange
1.800% Notes due 2031	WMT31A	New York Stock Exchange
5.625% Notes due 2034	WMT34	New York Stock Exchange
5.250% Notes due 2035	WMT35A	New York Stock Exchange
4.875% Notes due 2039	WMT39	New York Stock Exchange

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.

On October 22, 2025, Dwayne Milum, age 50, was appointed Senior Vice President and Controller of Walmart Inc. (“Walmart” or the “Company”), effective February 1, 2026. In this role, Mr. Milum will serve as the Company’s principal accounting officer. Since April 2022, Mr. Milum has served as the Company’s Senior Vice President and Chief Audit Executive. From October 2016 to April 2022, Mr. Milum served as Vice President and Controller for Walmart International and previously served in other roles since joining Walmart in 2004. David Chojnowski will continue to serve as the Company’s Senior Vice President and Controller until the close of business on January 31, 2026, at which time he will transition to the role of Senior Vice President, Treasurer and Tax.

Pursuant to the terms of Mr. Milum’s promotion, he will receive an annual base salary of $600,000, subject to annual adjustment. He will also continue to be eligible for an annual cash incentive under the Company’s Management Incentive Plan (the “MIP”), based on performance criteria established by the Compensation and Management Development Committee (the “CMDC”) of the Company’s Board of Directors. For the Company’s fiscal year ending January 31, 2027 (“fiscal 2027”), Mr. Milum’s target annual cash incentive payment under the MIP will be 50% of his base salary. He will also continue to be eligible to receive an annual equity award, generally consisting of a combination of performance-based restricted stock units and restricted stock. For fiscal 2027, Mr. Milum will receive performance-based restricted stock units with a target value of $1,125,000, which provide the right to receive shares of the Company’s common stock, par value $0.10 per share, vesting on January 31, 2030, if performance goals for fiscal 2027 established by the CMDC are achieved. For fiscal 2027, Mr. Milum will also receive restricted stock valued at $375,000, vesting over a three-year period.

Mr. Milum does not have an employment contract with the Company, and his employment will continue to be on an at-will basis. In connection with his promotion, Mr. Milum and the Company will enter into a Post-Termination Agreement and Covenant Not to Compete (the “Non-Compete Agreement”). The Non-Compete Agreement will prohibit Mr. Milum, for a period of one year following termination of employment with the Company for any reason, from participating in a business that competes with the Company. The Non-Compete Agreement will also provide that, if Mr. Milum’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 base salary for up to one year following termination of employment.

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: October 22, 2025

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 Governance

XML

Document and Entity Information Document	Oct. 22, 2025
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Oct. 22, 2025
Entity Registrant Name	Walmart Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-06991
Entity Tax Identification Number	71-0415188
Entity Address, Address Line One	1 Customer Drive
Entity Address, City or Town	Bentonville
Entity Address, State or Province	AR
Entity Address, Postal Zip Code	72716
City Area Code	479
Local Phone Number	273-4000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000104169
Amendment Flag	false
Common Stock, par value $0.10 per share [Member]
Entity Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.10 per share
Trading Symbol	WMT
Security Exchange Name	NYSE
2.550% Notes Due 2026 [Member]
Entity Information [Line Items]
Title of 12(b) Security	2.550% Notes due 2026
Trading Symbol	WMT26
Security Exchange Name	NYSE
1.050% Notes Due 2026
Entity Information [Line Items]
Title of 12(b) Security	1.050% Notes due 2026
Trading Symbol	WMT26A
Security Exchange Name	NYSE
1.500% Notes Due 2028
Entity Information [Line Items]
Title of 12(b) Security	1.500% Notes due 2028
Trading Symbol	WMT28C
Security Exchange Name	NYSE
4.875% Notes Due 2029
Entity Information [Line Items]
Title of 12(b) Security	4.875% Notes due 2029
Trading Symbol	WMT29B
Security Exchange Name	NYSE
5.750% Notes Due 2030
Entity Information [Line Items]
Title of 12(b) Security	5.750% Notes due 2030
Trading Symbol	WMT30B
Security Exchange Name	NYSE
1.800% Notes Due 2031
Entity Information [Line Items]
Title of 12(b) Security	1.800% Notes due 2031
Trading Symbol	WMT31A
Security Exchange Name	NYSE
5.625% Notes Due 2034
Entity Information [Line Items]
Title of 12(b) Security	5.625% Notes due 2034
Trading Symbol	WMT34
Security Exchange Name	NYSE
5.250% Notes Due 2035
Entity Information [Line Items]
Title of 12(b) Security	5.250% Notes due 2035
Trading Symbol	WMT35A
Security Exchange Name	NYSE
4.875% Notes Due 2039
Entity Information [Line Items]
Title of 12(b) Security	4.875% Notes due 2039
Trading Symbol	WMT39
Security Exchange Name	NYSE