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WMT · Walmart Inc.

340 filings

8-K

WMT 8-K Current Reports

Walmart Inc. - 340 current reports

Filing record · 2016–202610-K1110-Q328-K158

WMT filed 11 annual reports (10-K), 32 quarterly reports (10-Q) and 158 current reports (8-K) between 2016 and 2026.

  1. FY2019 annual report10-K · Mar ’19Mar ’19
  2. Leadership change8-K · Nov ’21Nov ’21
  3. Leadership change8-K · Nov ’25Nov ’25
Showing 1-50 of 340 filings
8-K
Earnings & ResultsExhibits & Filings

Walmart Inc. 8-K Report, Financial Results (Aug 20, 2026)

Walmart reported second-quarter fiscal 2027 results (three months ended July 31, 2026) with revenue of $187.9 billion, up 5.9% (5.1% in constant currency), and operating income of $9.4 billion, up 28.8% reported and 17.4% on an adjusted constant-currency basis. GAAP EPS was $0.80, down 9.1% year over year, while adjusted EPS rose 19.1% to $0.81. Management attributes the strong profit growth largely to tariff refunds received in the quarter, which are being partly reinvested into price, so investors are advised to look at Q2 and Q3 together to judge underlying growth. The eCommerce business grew 23% globally, global advertising grew 38%, and membership fee revenue grew 17%, reflecting continued strength in the company's higher-margin growth drivers. Walmart raised its fiscal 2027 outlook: constant-currency net sales growth is now expected at 4.0% to 5.0% (up from 3.5% to 4.5%), adjusted operating income growth at 7.0% to 8.5% (up from 6.0% to 8.0%), and adjusted EPS of $2.80 to $2.87 (up from $2.75 to $2.85). Q3 guidance calls for net sales growth of 3.0% to 3.75% and adjusted operating income growth of 2.0% to 4.0%, with a headwind of over 100 bps from a timing shift of Flipkart's Big Billion Days into Q4. Capital expenditures are now expected at approximately 4.0% of net sales, up from 3.5%, which is a meaningful change for free cash flow. Balance sheet and cash flow show some pressure. Free cash flow for the six months fell $1.4 billion to $5.5 billion as capital expenditures rose $2.8 billion, even though operating cash flow increased to $19.7 billion. Total debt rose to $57.2 billion, inventory increased 6.7% to $61.6 billion, and Walmart repurchased $5.1 billion of stock year to date with $25.1 billion remaining on its authorization. Walmart U.S. comparable sales slowed to 2.6% ex-fuel, weighed by a roughly 125 bps headwind from pharmacy deflation tied to the maximum fair price regulation, so the top-line trend in the core U.S. business warrants monitoring.

Aug 20, 20268-K
Shareholder MattersCorporate ChangesExhibits & Filings

Walmart Inc. 8-K Report, Bylaw Amendment (Jun 5, 2026)

Walmart Inc. (WMT) filed an 8-K on June 5, 2026, detailing actions taken at its Annual Shareholders' Meeting held on June 4, 2026. The most significant development for investors is the shareholder approval and subsequent filing of an amendment to the company's Restated Certificate of Incorporation. This amendment, effective immediately, limits the liability of certain officers to the fullest extent permitted by Delaware law, aligning with recent changes in state legislation that allow for officer exculpation. In addition to this governance-related change, the meeting saw the election of all eleven nominated directors to one-year terms, with strong shareholder support. Shareholders also ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for the upcoming fiscal year and provided a nonbinding advisory vote of approval for the compensation of named executive officers. Several shareholder proposals, including those concerning cumulative voting, workplace health and safety, immigration policy, and the workforce impact of AI, were voted on and subsequently rejected by the shareholders.

Jun 5, 20268-K
Earnings & ResultsExhibits & Filings

Walmart Inc. 8-K Report, Financial Results (May 21, 2026)

Walmart reported first-quarter fiscal 2027 results (three months ended April 30, 2026) that showed solid top-line momentum but pressure on cash flow and margins. Total revenues rose 7.3% to $177.8 billion (5.9% in constant currency), with global eCommerce sales up 26% and the global advertising business up 37%. GAAP operating income grew 5.0% to $7.5 billion, or 5.1% on an adjusted constant-currency basis, held back by roughly 250 basis points from higher fuel costs in distribution and fulfillment. GAAP EPS was $0.67 and adjusted EPS was $0.66, up 8.2% year over year, with the adjustment reflecting a $0.02 net gain on equity investments and a $0.01 charge for business reorganization. Cash generation weakened sharply. Operating cash flow fell $0.7 billion to $4.7 billion, mainly on inventory build, and capital expenditures rose $1.7 billion to support the omnichannel strategy, pushing free cash flow to negative $1.9 billion. Inventory increased 8.9% to $62.6 billion, and total debt reached $58.1 billion after the company raised $4.25 billion of long-term debt. Management also repurchased $2.1 billion of stock and continues to hold $28.2 billion of remaining buyback authorization. For the outlook, Walmart guided second-quarter net sales growth of 4% to 5% (constant currency), operating income growth of 7% to 10%, and adjusted EPS of $0.72 to $0.74. The full-year fiscal 2027 guidance was left unchanged, including adjusted EPS of $2.75 to $2.85. Guidance excludes any potential benefit from IEEPA tariff refunds. Investors will likely focus on whether the inventory build and elevated capex normalize, and on how fuel costs and healthcare expenses continue to weigh on margins.

May 21, 20268-K
Other EventsExhibits & Filings

Walmart Inc. 8-K Report, Corporate Update (Apr 30, 2026)

Walmart Inc. has announced the successful pricing of a significant debt offering totaling approximately $4.25 billion. This offering comprises a mix of notes with varying maturities and interest rates, including Floating Rate Notes due 2029, 4.000% Notes due 2029, 4.150% Notes due 2031, 4.450% Notes due 2033, and 4.750% Notes due 2036. The net proceeds, after underwriting discounts but before other expenses, are expected to be around $4.23 billion. This debt issuance represents the creation of new series of senior, unsecured debt securities. The funds raised are anticipated to support Walmart's ongoing business operations and strategic initiatives. Investors should note the diverse maturity profile and fixed coupon rates offered across these new debt instruments, providing a range of options for fixed-income portfolios.

Apr 30, 20268-K
Other Events

Walmart Inc. 8-K Report, Corporate Update (Mar 27, 2026)

This 8-K filing from Walmart Inc. (WMT) reports that its Executive Vice President, Global Chief Technology Officer and Chief Development Officer, Suresh Kumar, has entered into a Rule 10b5-1 trading plan. This plan is designed for long-term asset diversification and financial planning and allows for the pre-arranged sale of company stock without the executive possessing material non-public information. Investors should note that the plan is structured to ensure compliance with SEC regulations and Walmart's insider trading policy, with no executive discretion over transaction timing. The trading plan outlines the sale of approximately 33,270 shares per month, commencing June 29, 2026, and concluding by December 31, 2026. This is subject to a minimum stock price threshold, with unsold shares potentially being carried over. The maximum aggregate number of shares to be sold is 199,610. Importantly, Mr. Kumar will continue to meet Walmart's stock ownership guidelines throughout these transactions, indicating ongoing commitment to the company's performance. All trades will be publicly disclosed via Form 144 and Form 4 filings.

Mar 27, 20268-K
Other Events

Walmart Inc. 8-K Report, Corporate Update (Mar 13, 2026)

Walmart Inc. (WMT) has filed an 8-K report detailing the adoption of new Rule 10b5-1 trading plans by three key executives: C. Douglas McMillon (Director, former CEO), Daniel J. Bartlett (EVP, Corporate Affairs), and David Guggina (EVP, President and CEO, Walmart U.S.). These plans, designed for long-term asset diversification and financial planning, are implemented in accordance with Walmart's Insider Trading Policy and the SEC's Rule 10b5-1, ensuring no material non-public information is possessed at the time of adoption. These plans indicate scheduled future sales of Walmart stock by these executives. The disclosures are primarily informational, designed to provide transparency to investors regarding planned stock transactions by company insiders. Importantly, the plans grant the executives no discretion over the timing or execution of trades, mitigating concerns about market timing. All transactions will be publicly disclosed via Form 144 and Form 4 filings, maintaining regulatory compliance and transparency.

Mar 13, 20268-K
Earnings & ResultsExhibits & Filings

Walmart Inc. 8-K Report, Financial Results (Feb 19, 2026)

Walmart reported fourth-quarter fiscal 2026 results (quarter ended January 31, 2026) that showed solid top-line momentum and faster operating income growth. Total revenues rose 5.6% to $190.7 billion (4.9% in constant currency), with global eCommerce up 24% and the global advertising business up 37%. Reported operating income increased 10.8% to $8.7 billion, and adjusted operating income grew 10.5% in constant currency, outpacing sales. Reported GAAP EPS was $0.53, while adjusted EPS was $0.74, up 12.1%; the gap reflects a $0.21 net loss on equity and other investments, which management excludes from adjusted results. For the full year, revenue reached $713.2 billion (up 4.7%), adjusted operating income grew 5.4% in constant currency, and free cash flow rose to $14.9 billion. Balance sheet and cash generation remained strong. Operating cash flow was $41.6 billion, up $5.1 billion, helped by higher operating income, lower cash tax payments and timing benefits. Capital expenditures rose $2.9 billion to $26.6 billion to support omnichannel growth, which compressed the free cash flow increase. Walmart repurchased $8.1 billion of stock during the year and announced a new $30 billion repurchase authorization, replacing the remaining capacity under the prior program. The annual dividend was raised to $0.99 per share. Total debt stood at $51.5 billion against $10.7 billion of cash. For fiscal 2027, management guided to constant-currency net sales growth of 3.5% to 4.5%, adjusted operating income growth of 6.0% to 8.0%, and adjusted EPS of $2.75 to $2.85, with capital expenditures of roughly 3.5% of net sales. Investors should note that the guidance is on an adjusted basis, that GAAP results can be swayed by volatile investment fair-value changes, and that a new corporate overhead allocation methodology beginning in fiscal 2027 will change segment profit reporting, shifting roughly $85 million of operating income into Walmart U.S. for FY26 on a recast basis.

Feb 19, 20268-K/A
Leadership Changes

Walmart Inc. 8-K/A Report, Executive Changes (Jan 30, 2026)

This amendment to Walmart's prior 8-K filing provides details on the separation agreement for Kathryn McLay, Executive Vice President and CEO of Walmart International. The agreement outlines the financial and equity terms of her departure, which is effective April 30, 2026. Investors should note the total separation payment and the accelerated vesting of a portion of her restricted stock. Key aspects of the agreement include a cash payment of $2.82 million over two years and the acceleration of 24,051 restricted shares. Importantly, Ms. McLay will forfeit all other unvested equity awards. The agreement also includes a two-year non-compete clause and a six-month non-solicitation clause for employees, which are standard for executive departures and aim to protect Walmart's business interests.

Jan 30, 20268-K
Leadership ChangesExhibits & Filings

Walmart Inc. 8-K Report, Executive Changes (Jan 16, 2026)

Walmart Inc. (WMT) disclosed in this 8-K, filed January 16, 2026, a broad leadership reshuffle tied to the incoming CEO transition. John Furner, who was announced in November 2025 as CEO of Walmart Inc. effective February 1, 2026, will be succeeded at Walmart U.S. by David Guggina, currently EVP and Chief eCommerce Officer. Christopher Nicholas, President and CEO of Sam's Club U.S., will become CEO of Walmart International, replacing Kathryn McLay, who departs the company (transition role through January 31, 2026, separation April 30, 2026). Latriece Watkins, currently Chief Merchandising Officer for Walmart U.S., will become CEO of Sam's Club U.S. Seth Dallaire is named enterprise EVP and Chief Growth Officer, overseeing global platforms including Walmart Connect, Walmart+, Vizio, Sam's Club MAP and a global Marketplace. For investors, the filing is primarily a governance and succession event rather than a financial one. No changes to reported results, guidance, or capital allocation are disclosed. The most notable strategic signal is management's stated intent to centralize enterprise technology and shared platforms, which Furner framed as necessary to accelerate AI-enabled capabilities while letting operating segments focus closer to customers and members. Execution on that centralization, and whether it improves margins or growth in the segments, will be the key item to monitor. Compensation disclosures indicate the company is retaining and incentivizing its bench: each of the three incoming segment CEOs receives a base salary between $925,000 and $1,000,000, a 180% target cash incentive (225% maximum), and fiscal 2027 equity awards of roughly $7 million to $9 million, weighted 75% performance-based RSUs. The non-compete agreements, with two-year restrictions and two years of salary continuation on termination without cause, are standard retention protections.

Jan 16, 20268-K/A
Leadership Changes

Walmart Inc. 8-K/A Report, Executive Changes (Jan 16, 2026)

This 8-K/A filing from Walmart Inc. serves as an amendment to a previous filing, providing crucial details on the compensation package for John Furner, who is set to assume the role of President and Chief Executive Officer (CEO) effective February 1, 2026. Investors should note the significant adjustments to his base salary, annual incentive opportunity, and substantial equity awards, reflecting the increased responsibilities of the CEO position. The amended filing details a new annualized base salary of $1,500,000. Furthermore, Mr. Furner's incentive plan for fiscal year 2027 includes a target annual cash incentive of 240% of his base salary, with the potential to reach 300%. A significant portion of his compensation will be in equity, with an annual award valued at approximately $17,000,000, comprising performance-based restricted stock units (85%) and restricted stock (15%). Additionally, a one-time performance-based equity award of roughly $10,000,000 is structured with a two-year vesting schedule.

Jan 16, 20268-K
Leadership ChangesExhibits & Filings

Walmart Inc. 8-K Report, Executive Changes (Jan 8, 2026)

Walmart Inc. (WMT) filed an 8-K on January 8, 2026 to report a board appointment under Item 5.02, which covers changes in directors and officers. Effective that day, the Board appointed Shishir Mehrotra, age 46, as a director, and he joins the Compensation and Management Development Committee and the Technology and eCommerce Committee. The filing describes no arrangement or understanding tied to his appointment. Mehrotra is CEO of Superhuman (formerly Grammarly) and previously led Coda as CEO and co-founder and served as YouTube's Chief Product Officer and Chief Technology Officer. For investors, this is a routine governance event with no reported financial impact. Mehrotra's compensation is prorated through the 2026 Annual Shareholders' Meeting and follows the non-management director program disclosed in the April 24, 2025 proxy statement. He received a prorated share of the $230,000 annual stock award and will receive a prorated share of the $115,000 annual retainer, paid quarterly in arrears. He may take the retainer in cash or stock, or defer it in stock units or an interest-bearing cash account. The appointment is strategically notable because Walmart's chairman and lead independent director both tied it to the company's agentic AI and technology agenda. The Technology and eCommerce Committee seat in particular signals board-level focus on digital and AI capabilities. The filing does not disclose any financial results, guidance, or material transactions.

Jan 8, 20268-K
Other Events

Walmart Inc. 8-K Report, Corporate Update (Dec 29, 2025)

Walmart Inc. has filed an 8-K report detailing a pre-arranged stock trading plan established by Chris Nicholas, Executive Vice President, President and Chief Executive Officer of Sam’s Club U.S. This plan, designed to comply with Rule 10b5-1, allows for the orderly sale of Company securities as part of Mr. Nicholas's long-term financial planning and diversification strategy. Under the plan, Mr. Nicholas will sell a total of 34,800 shares of Walmart common stock over a 12-month period, commencing in April 2026 and concluding in March 2027. These sales will occur at prevailing market prices and are structured such that Mr. Nicholas has no control over the timing or execution of individual trades. It is important for investors to note that Mr. Nicholas will continue to meet the Company's stock ownership guidelines throughout this period, demonstrating ongoing commitment to the company's performance.

Dec 29, 20258-K
Earnings & ResultsSecurities & ListingRegulation FD+1

Walmart Inc. 8-K Report, Financial Results (Nov 20, 2025)

Walmart reported fiscal Q3 2026 results (quarter ended October 31, 2025) showing solid top-line momentum and a raised full-year outlook, although reported GAAP operating income was essentially flat. Revenue rose 5.8% to $179.5 billion (6.0% in constant currency), and global eCommerce grew 27%, with the global advertising business up 53% including VIZIO. Reported operating income declined 0.2% to $6.7 billion, weighed down by a non-cash share-based compensation charge of roughly $0.7 billion at PhonePe ahead of a potential IPO. Adjusted operating income rose 8.0% in constant currency, and GAAP EPS of $0.77 (boosted by a $0.20 gain on equity investments) compares with adjusted EPS of $0.62, up 6.9%. Management raised its FY26 guidance: constant-currency net sales growth is now expected at 4.8% to 5.1% (up from 3.75% to 4.75%), adjusted operating income growth at 4.8% to 5.5%, and adjusted EPS at $2.58 to $2.63. Cash generation improved, with operating cash flow of $27.5 billion for the nine months (up $4.5 billion) and free cash flow of $8.8 billion (up $2.6 billion), though capital expenditures are rising toward about 3.5% of net sales. Walmart U.S. comp sales grew 4.5%, with transactions and average ticket both contributing. Management also noted that Flipkart's Big Billion Days timing will weigh on fourth-quarter International growth. Separately, Walmart disclosed it will transfer its common stock and nine bond listings from the NYSE to Nasdaq, keeping the WMT ticker. Trading is expected to end on the NYSE at the close on December 8, 2025 and begin on Nasdaq on December 9, 2025. The move is administrative and does not affect the company's operations or financial results. Investors should note that the headline GAAP EPS is inflated by investment gains, so the adjusted figures better reflect core earnings.

Nov 20, 20258-K
Leadership ChangesExhibits & Filings

Walmart Inc. 8-K Report, Executive Changes (Nov 14, 2025)

Walmart Inc. (WMT) disclosed in this Form 8-K, filed November 14, 2025, that C. Douglas McMillon will retire as President and Chief Executive Officer effective at the close of business on January 31, 2026. The Board has appointed John R. Furner, 51, as successor CEO effective February 1, 2026, and elected him to the Board on November 13, 2025. Furner currently serves as EVP and CEO of Walmart U.S., a role he holds through January 31, 2026, and has been with the company since 1993 as an hourly associate. He was also appointed to the Board's Executive Committee. The leadership change is planned and orderly: McMillon will remain an executive officer reporting to the Chairman through January 31, 2027, stay on the Board until the June 2026 annual meeting, and act as an advisor to Furner through FY2027. For investors, the transition is largely a continuity story. Furner's career spans merchandising, operations, sourcing, Sam's Club leadership, and six years running Walmart U.S., the company's largest segment with more than 4,600 stores. The Chairman and McMillon both publicly framed him as a leader who understands the full business and is well positioned to drive the company's digital and AI-driven transformation. The filing discloses no changes to Furner's compensation in connection with the promotion; any adjustments will occur in the ordinary course through the Compensation and Management Development Committee before the effective date. The filing also details McMillon's transition arrangement, which runs through January 31, 2027. His salary drops to $1.5 million annually beginning February 1, 2026, and he becomes ineligible for the Management Incentive Plan after January 31, 2026. Certain restricted stock (11,524 shares) and performance share (195,898 shares at 100% target, subject to fiscal 2026 results) awards are accelerated to vest on January 31, 2027, contingent on his continued employment. His non-compete is extended through January 31, 2029, and his non-solicit through six months after January 31, 2027. The filing also discloses a related-person arrangement: Furner's brother-in-law, Jason Turner, a Walmart U.S. management associate, received approximately $145,000 in total compensation for fiscal 2025 (salary, incentive, benefits, and an RSU grant), and may receive similar or greater compensation in fiscal 2026.

Nov 14, 20258-K
Leadership Changes

Walmart Inc. 8-K Report, Executive Changes (Oct 22, 2025)

Walmart Inc. has announced a key executive change, appointing Dwayne Milum as the new Senior Vice President and Controller, effective February 1, 2026. In this crucial role, Mr. Milum will also serve as the Company's principal accounting officer. This transition follows a successful tenure for Mr. Milum as Senior Vice President and Chief Audit Executive, and prior leadership roles within Walmart International. His appointment signifies a strategic move in financial leadership, ensuring continuity and leveraging extensive internal experience. This appointment comes with a new compensation structure designed to align Mr. Milum's incentives with company performance. His compensation package includes an annual base salary of $600,000, eligibility for an annual cash incentive under the Management Incentive Plan (targeting 50% of base salary for FY2027), and significant equity awards. These equity grants, including performance-based restricted stock units and time-based restricted stock, are structured to encourage long-term value creation and retention, with vesting tied to performance goals and tenure. The company also highlighted standard employment terms, including an at-will relationship and a non-compete agreement with provisions for continued salary payment under specific termination circumstances.

Oct 22, 20258-K
Other Events

Walmart Inc. 8-K Report, Corporate Update (Sep 22, 2025)

Walmart Inc. (WMT) has filed an 8-K report to disclose that its Executive Vice President and Chief People Officer, Donna Morris, has adopted a Rule 10b5-1 stock trading plan. This plan is designed for long-term asset diversification and financial planning, and it allows for the sale of a specified number of company shares under predefined conditions, ensuring that transactions occur when Ms. Morris does not possess material non-public information. The plan involves the sale of shares stemming from two upcoming vesting events: January 13, 2026, for 14,425 shares, and January 31, 2026, for 134,240 shares. The total number of shares to be sold, net of taxes, will be a maximum of 148,665. Sales are scheduled to begin on January 13, 2026, contingent on a minimum stock price threshold, and the plan will conclude by July 13, 2026, or upon the sale of all designated shares. Importantly, Ms. Morris will continue to comply with Walmart's stock ownership guidelines even after these sales.

Sep 22, 20258-K
Other Events

Walmart Inc. 8-K Report, Corporate Update (Sep 19, 2025)

Walmart Inc. (WMT) announced that its Executive Vice President, AI Acceleration, Product and Design, Daniel Danker, has adopted a Rule 10b5-1 trading plan. This plan is designed for personal asset diversification and financial planning, and importantly, it ensures that transactions are executed without Mr. Danker being in possession of material non-public information. The plan provides a structured way for him to manage his stock holdings over time, aligning with company policies and individual stock ownership guidelines. Specifically, the plan outlines the sale of a portion of restricted shares that will vest on January 13, 2026 (6,873 shares) and August 25, 2026 (103,103 shares). The number of shares sold will be net of taxes withheld upon vesting. Investors should note that Mr. Danker will have no control over the timing or execution of these sales, which will occur at prevailing market prices. This disclosure is standard for insider trading plans and will be reported via Form 144 and Form 4 filings.

Sep 19, 20258-K
Other Events

Walmart Inc. 8-K Report, Corporate Update (Sep 5, 2025)

Walmart Inc. (WMT) has filed an 8-K report on September 5, 2025, to disclose a new stock trading plan established by its Executive Vice President and Chief Financial Officer, John David Rainey. This plan, designed to comply with Rule 10b5-1, allows for pre-arranged stock transactions without the CFO having discretion over the timing or execution. The primary purpose of this plan is for Mr. Rainey's long-term asset diversification, tax, and financial planning, and it aligns with Walmart's Insider Trading Policy. Under the new plan, Mr. Rainey is scheduled to sell a total of 40,000 shares of Walmart common stock across two predetermined dates: February 2, 2026, and March 2, 2026, at prevailing market prices. It's important to note that these sales are part of a planned diversification strategy and are not indicative of any negative outlook on the company's performance. Mr. Rainey will continue to comply with Walmart's stock ownership guidelines, which require him to hold stock valued at least five times his base salary, even after these transactions are completed. His previous Rule 10b5-1 plan is set to expire on December 1, 2025.

Sep 5, 20258-K
Earnings & ResultsExhibits & Filings

Walmart Inc. 8-K Report, Financial Results (Aug 21, 2025)

Walmart reported fiscal Q2 2026 (quarter ended July 31, 2025) results that were mixed on the headline line but solid on the underlying business. Total revenues rose 4.8% to $177.4 billion (5.6% in constant currency), with net sales up 4.8% and eCommerce growing 25% globally. Walmart U.S. comparable sales rose 4.6%, driven by grocery, health & wellness, and eCommerce, while advertising grew 46% globally including VIZIO. Reported operating income fell 8.2% to $7.3 billion, weighed on by $440 million in legal charges, $150 million in business reorganization costs, and roughly 560 bps of drag from higher self-insured general liability claims. Adjusted operating income was up only 0.4% in constant currency, a notable deceleration in the underlying profit trend that investors will want to watch. GAAP EPS more than doubled to $0.88 from $0.56, but this was driven largely by a $2.7 billion net gain on equity and other investments, mainly the rise in Symbotic's stock price. Adjusted EPS was $0.68, up 1.5% year over year. Cash generation improved, with operating cash flow up $2.0 billion to $18.4 billion and free cash flow of $6.9 billion, though capital expenditures continue to rise to support the investment strategy. Looking forward, Walmart guided third-quarter net sales growth of 3.75% to 4.75% in constant currency and operating income growth of 3.0% to 6.0%, and raised its full-year fiscal 2026 net sales growth outlook to 3.75% to 4.75%. The full-year adjusted EPS range was raised to $2.52 to $2.62, though adjusted operating income guidance was unchanged at 3.5% to 5.5%. The combination of a higher sales outlook with flat profit guidance suggests management expects margin pressure to persist, particularly from insurance claims costs and investments in growth.

Aug 21, 20258-K
Shareholder Matters

Walmart Inc. 8-K Report, Shareholder Vote Results (Jun 6, 2025)

Walmart Inc. (WMT) filed an 8-K on June 5, 2025, detailing the results of its Annual Shareholders’ Meeting held on June 4, 2025. The meeting saw overwhelming shareholder support for the company's slate of directors, with all twelve nominees elected for one-year terms. Shareholders also overwhelmingly ratified the appointment of Ernst & Young LLP as the independent registered accounting firm for the fiscal year ending January 31, 2026, and approved the Walmart Inc. Stock Incentive Plan of 2025. Additionally, the advisory vote to approve the compensation of named executive officers received majority support. Conversely, all shareholder proposals presented at the meeting were rejected by a significant margin. These proposals covered a range of ESG-related topics, including third-party assessments of law enforcement information requests, reduction of plastic packaging, revisiting plastics packaging policies, racial equity audits, DEI initiatives, health and safety governance, and respect for civil liberties in advertising. The strong approval of management-backed proposals and the rejection of shareholder initiatives indicate continued shareholder alignment with the company's current strategic direction and governance practices.

Jun 6, 20258-K
Earnings & ResultsOther EventsExhibits & Filings

Walmart Inc. 8-K Report, Financial Results (May 15, 2025)

Walmart's first-quarter fiscal 2026 results (quarter ended April 30, 2025) show steady top-line and profit growth despite a difficult backdrop. Total revenues rose 2.5% to $165.6 billion (up 4.0% in constant currency), and operating income increased 4.3% to $7.1 billion, or 3.0% on an adjusted constant-currency basis. Growth was led by Walmart U.S. comparable sales of 4.5%, eCommerce up 22% globally, and a 50% increase in the global advertising business (including VIZIO). Reported GAAP EPS was $0.56, down 11.1% year over year, because of a $0.07 pre-tax net loss on equity and other investments; adjusted EPS of $0.61 rose 1.7%. Cash generation improved meaningfully. Operating cash flow was $5.4 billion, up $1.2 billion, and free cash flow reached $0.4 billion, up $0.9 billion, though capital expenditures rose to support investment. Inventory increased 3.8% to $57.5 billion, and the company repurchased $4.6 billion of stock while raising $4 billion of long-term debt at favorable rates. Return on investment improved 30 bps to 15.3%, while return on assets declined to 7.5% because of higher asset levels from capital spending. For guidance, management issued second-quarter net sales growth of 3.5% to 4.5% in constant currency but declined to give specific operating income or EPS guidance for the quarter, citing an exceedingly wide and hard-to-predict range of outcomes. Full-year fiscal 2026 guidance was reiterated without change, including constant-currency net sales growth of 3.0% to 4.0%, adjusted operating income growth of 3.5% to 5.5%, and adjusted EPS of $2.50 to $2.60. The 8-K also disclosed a relocation of the corporate headquarters to 1 Customer Drive, Bentonville, Arkansas, effective May 15, 2025.

May 15, 20258-K
Other EventsExhibits & Filings

Walmart Inc. 8-K Report, Corporate Update (Apr 28, 2025)

Walmart Inc. (WMT) has filed a Form 8-K to announce the pricing and expected closing of a significant debt offering. The company is set to issue and sell a total of $5.0 billion in aggregate principal amount of senior, unsecured debt securities across four new series: $750 million in Floating Rate Notes Due 2027, $750 million in 4.100% Notes Due 2027, $1.0 billion in 4.350% Notes Due 2030, and $1.5 billion in 4.900% Notes Due 2035. The net proceeds from this offering, after underwriting discounts but before other expenses, are expected to be approximately $3.985 billion. This issuance is part of Walmart's ongoing strategy to manage its capital structure and fund its business operations.

Apr 28, 20258-K
Regulation FDExhibits & Filings

Walmart Inc. 8-K Report, Regulation FD Disclosure (Apr 9, 2025)

Walmart (WMT) filed an 8-K under Item 7.01 (Regulation FD Disclosure) furnishing a press release issued April 9, 2025 in connection with its Investment Community Meeting. The filing is informational rather than a financial-results release: no new audited financials are reported, and the information is furnished, not filed, under Section 18 of the Exchange Act. The core message is that management is reaffirming its near-term and annual outlook while laying out its strategy of growth, margin, and returns. On the outlook, Walmart said Q1 sales growth should continue in line with its 3-4% range and that annual sales and operating income growth guidance for fiscal 2026 is unchanged. It flagged that the range of possible Q1 operating income growth has widened, citing less favorable category mix, higher casualty claims expense, and a desire to keep flexibility to invest in price as tariffs take effect. Q1 earnings are scheduled for May 15, 2025. Investors should read the wider operating income range as a sign of near-term uncertainty and a potential pricing trade-off rather than a change to annual guidance. The release also reviews progress since the April 2023 investor meeting: top-line growth above 5% annually, adjusted operating income growth of almost 10%, eCommerce growth above 20% per year for two years (eCommerce now 18% of net sales), more than $7 billion returned via share repurchases, and the largest dividend increase in over a decade. Management framed its strategy as reshaping the profit mix so profit grows faster than sales, which supports stronger cash flows and higher capital returns. The filing contains forward-looking statements and non-GAAP measures, and reconciliations are referenced to prior filings rather than included here.

Apr 9, 20258-K
Other Events

Walmart Inc. 8-K Report, Corporate Update (Mar 17, 2025)

Walmart Inc. (WMT) has filed an 8-K report to disclose that John Furner, Executive Vice President, President and Chief Executive Officer of Walmart U.S., has adopted a new stock trading plan under Rule 10b5-1. This plan is designed for long-term asset diversification, tax, and financial planning, and allows for pre-scheduled sales of company stock at a time when Mr. Furner is not in possession of material non-public information. The plan allows for the sale of up to 157,500 shares of Walmart common stock, with 13,125 shares to be sold each month from June 2025 through May 2026. It's important to note that once established, Mr. Furner will have no discretion over the timing or execution of these trades. This action replaces his previous Rule 10b5-1 plan, which expired in February 2025. Investors should be aware that these planned sales are part of a pre-arranged strategy and do not necessarily reflect a change in management's confidence in the company's future performance.

Mar 17, 20258-K
Other Events

Walmart Inc. 8-K Report, Corporate Update (Mar 17, 2025)

Walmart Inc. (WMT) has announced that its President and CEO, C. Douglas McMillon, has entered into a Rule 10b5-1 stock trading plan. This plan is designed for long-term asset diversification and financial planning, and ensures that transactions are conducted without the CEO being in possession of material non-public information. Investors should note that this plan is a pre-arranged strategy and Mr. McMillon will have no discretion over the timing or execution of these trades, aligning with the company's Insider Trading Policy. The plan outlines the sale of a maximum of 233,000 WMT shares, commencing in June 2025 and concluding in May 2026. Specifically, approximately 19,416 shares are scheduled for sale each month, with a slightly higher amount in May 2026. This plan replaces Mr. McMillon's previous 10b5-1 plan, which is set to expire in May 2025. Importantly, Mr. McMillon will continue to meet the company's stock ownership guidelines, which require him to hold stock valued at at least seven times his base salary, even after these scheduled sales.

Mar 17, 20258-K
Earnings & ResultsExhibits & Filings

Walmart Inc. 8-K Report, Financial Results (Feb 20, 2025)

Walmart reported fourth-quarter FY25 results (quarter ended January 31, 2025) showing solid top-line and profit momentum. Total revenues rose 4.1% to $180.6 billion (5.3% in constant currency), and operating income grew 8.3% to $7.9 billion, or 9.4% on an adjusted constant-currency basis. Global eCommerce grew 16%, and the global advertising business grew 29%. GAAP EPS was $0.65 and adjusted EPS was $0.66, up 10.0% year over year. Walmart U.S. comparable sales rose 4.6%, driven by transactions and unit volumes, with gross margin expanding 51 bps and eCommerce up 20%. Full-year FY25 results were also strong: revenue reached $681.0 billion (up 5.1%), operating income rose 8.6% (8.9% adjusted, 9.7% adjusted in constant currency), and return on investment improved 50 bps to 15.5%. Cash flow from operations was $36.4 billion, but free cash flow fell $2.5 billion to $12.7 billion because capital expenditures rose $3.2 billion to $23.8 billion to support the investment strategy. Walmart also raised its annual dividend 13% to $0.94 per share, the largest increase in over a decade, and repurchased $4.5 billion of stock during the year. For FY26, management guided to net sales growth of 3% to 4% in constant currency and adjusted operating income growth of 3.5% to 5.5%, with headwinds from the VIZIO acquisition and lapping a leap year. Adjusted EPS guidance is $2.50 to $2.60, against $2.51 in FY25, implying roughly flat earnings. Investors will likely focus on whether margin expansion and eCommerce profitability can offset higher investment spending and the lower free cash flow profile.

Feb 20, 20258-K
Other Events

Walmart Inc. 8-K Report, Corporate Update (Nov 22, 2024)

Walmart Inc. (WMT) has filed an 8-K report disclosing a Rule 10b5-1 trading plan established by Kathryn McLay, Executive Vice President and CEO of Walmart International. This plan allows Ms. McLay to sell a predetermined number of Walmart shares over a specific period to facilitate her long-term financial planning and asset diversification. Investors should note that this is a pre-planned transaction designed to comply with securities regulations, executed when the executive is not in possession of material non-public information. The plan involves the sale of up to 40,000 shares, with monthly sales occurring from March 2025 through December 2025. Importantly, Ms. McLay will continue to adhere to Walmart's stock ownership guidelines throughout the execution of this plan, indicating ongoing commitment to holding company stock.

Nov 22, 20248-K
Earnings & ResultsExhibits & Filings

Walmart Inc. 8-K Report, Financial Results (Nov 19, 2024)

Walmart reported third-quarter fiscal 2025 results (quarter ended October 31, 2024) showing broad-based strength: consolidated revenue rose 5.5% to $169.6 billion (6.2% in constant currency), operating income grew 8.2% to $6.7 billion (9.8% in constant currency), and GAAP diluted EPS was $0.57 versus $0.06 a year earlier, while adjusted EPS of $0.58 was up 13.7%. Growth was led by Walmart U.S., where comparable sales rose 5.3% with eCommerce up 22%, and by Walmart International, where net sales grew 12.4% in constant currency, helped partly by the timing shift of Flipkart's Big Billion Days event from Q4 into Q3. Sam's Club U.S. comparable sales (ex-fuel) accelerated to 7.0%, and global eCommerce grew 27%. The year-over-year GAAP EPS improvement is largely a function of the prior-year quarter's $4.75 billion in other losses on equity investments, which fell to $132 million this quarter. For the balance sheet and cash flow, year-to-date operating cash flow reached $22.9 billion (up $3.9 billion) and free cash flow was $6.2 billion (up $1.9 billion), though capital expenditures rose $2.0 billion to support strategic investments. Inventory declined 1.0% to $63.3 billion while in-stock levels remained healthy. Management raised FY25 guidance: constant-currency net sales growth is now expected at 4.8% to 5.1% (up from 3.75% to 4.75%), adjusted operating income growth at 8.5% to 9.25% (up from 6.5% to 8.0%), and adjusted EPS at $2.42 to $2.47 (up from $2.35 to $2.43). Investors should note that the Q4 outlook includes headwinds from the timing shift of Flipkart's sales event and associate wage investments at Sam's Club effective November 2, and that Q3 operating expense deleverage was 19 basis points as a percentage of sales.

Nov 19, 20248-K
Regulation FDExhibits & Filings

Walmart Inc. 8-K Report, Regulation FD Disclosure (Oct 18, 2024)

On October 18, 2024, Walmart disclosed a proposed settlement of three shareholder derivative lawsuits (Ontario Action, Abt, and Nguyen) that alleged its directors and officers breached fiduciary duties by failing to adequately oversee the distribution and dispensing of prescription opioids. The settlement, which requires Delaware Court of Chancery approval, would have insurance carriers pay Walmart $123 million, less any attorneys' fees and litigation expenses awarded to plaintiffs' counsel. Walmart would also maintain certain corporate governance practices for at least five years. The settlement includes no admission of liability, and the defendants deny any wrongdoing. The settlement follows roughly four years of litigation, including a Special Litigation Committee investigation formed in May 2023 that reviewed over 400,000 documents and interviewed 40 witnesses. The parties reached the agreement after a mediation process led by Judge Layn Phillips, with the mediator's settlement recommendation accepted on September 11, 2024. The Court scheduled a Settlement Fairness Hearing for December 20, 2024, and objections were due by December 5, 2024. For investors, the financial impact is modest and largely non-operational: the $123 million recovery is paid to Walmart rather than to shareholders, and the company's capital position is not materially affected. The more significant takeaway is that the case closes a long-running governance and legal overhang tied to the opioid litigation, though the settlement's approval remains subject to court review.

Oct 18, 20248-K
Other Events

Walmart Inc. 8-K Report, Corporate Update (Sep 6, 2024)

Walmart Inc. announced that its Executive Vice President and Chief Financial Officer, John David Rainey, has entered into a Rule 10b5-1 trading plan for the sale of company stock. This plan is designed for long-term asset diversification and financial planning, and it adheres to Walmart's Insider Trading Policy and relevant SEC regulations. The plan outlines the sale of up to 95,800 shares of Walmart common stock. Initial sales are scheduled for February 3, 2025, and March 3, 2025, with specific thresholds, followed by monthly sales of 2,200 shares through December 1, 2025. This strategic selling is intended to provide Mr. Rainey with liquidity and diversification while ensuring compliance with the company's stock ownership guidelines.

Sep 6, 20248-K
Leadership ChangesExhibits & Filings

Walmart Inc. 8-K Report, Executive Changes (Aug 15, 2024)

Walmart Inc. (NYSE: WMT) filed an 8-K on August 15, 2024 to disclose the appointment of Robert E. "Bob" Moritz, Jr. to its Board of Directors, effective that day. Moritz, the recently retired Global Chair of PricewaterhouseCoopers (PwC), joins as the 12th board member and will serve on the Audit Committee and the Technology and eCommerce Committee. The filing states there is no arrangement or understanding with any other person under which he was appointed. The appointment is a governance event rather than a financial one. The filing contains no financial results, guidance, or operational metrics. Its investor relevance lies in the addition of a director with deep audit, assurance, and financial services expertise to the Audit Committee, which oversees financial reporting and internal controls, and to the Technology and eCommerce Committee, which oversees a strategic priority for the company's omnichannel growth. Compensation terms are standard for non-management directors. Moritz receives a prorated share of the $200,000 annual stock award and a prorated share of the $100,000 annual cash retainer through the 2025 Annual Shareholders' Meeting. He may take retainers in cash or stock, or defer them in stock units or interest-bearing cash, and the amounts are not material to Walmart's financial position.

Aug 15, 20248-K
Earnings & ResultsExhibits & Filings

Walmart Inc. 8-K Report, Financial Results (Aug 15, 2024)

Walmart reported fiscal Q2 2025 results (quarter ended July 31, 2024) that beat on top-line and profit growth while showing cash flow pressure. Consolidated revenue rose 4.8% to $169.3 billion (5.0% in constant currency), and operating income grew 8.5% to $7.9 billion; adjusted operating income rose 7.2% to $7.9 billion, with eCommerce up 21% globally and the global advertising business up 26%. Gross margin rate expanded 43 bps to 24.4%, driven by Walmart U.S. and International, and the company credited reduced eCommerce losses and growth in membership income. Reported GAAP EPS was $0.56 (down 42% year over year because of a $1.16 billion pre-tax loss on equity and other investments), while adjusted EPS was $0.67, up 9.8%. The quarter's weak spot was cash generation. Operating cash flow fell $1.8 billion to $16.4 billion for the six months, and free cash flow dropped $3.1 billion to $5.9 billion, reflecting payment timing, higher inventory purchases, and a $1.3 billion increase in capital expenditures. Cash fell to $8.8 billion and total debt was $47.0 billion. Management also disclosed $2.1 billion of share repurchases year to date, with $14.5 billion remaining under the $20 billion authorization. Forward guidance was raised. FY25 consolidated net sales growth (constant currency) is now expected at 3.75% to 4.75%, up from 3.0% to 4.0%, and adjusted operating income growth at 6.5% to 8.0%, up from 4.0% to 6.0%. Adjusted EPS guidance moved to $2.35 to $2.43 from $2.23 to $2.37. For Q3, management guided to net sales growth of 3.25% to 4.25% and operating income growth of 3.0% to 4.5%, with adjusted EPS of $0.51 to $0.52.

Aug 15, 20248-K
Shareholder Matters

Walmart Inc. 8-K Report, Shareholder Vote Results (Jun 7, 2024)

Walmart Inc. filed an 8-K detailing the results of its Annual Shareholders' Meeting held on June 5, 2024. The key takeaway for investors is the overwhelming approval of the company's slate of directors and the ratification of its independent auditors, Ernst & Young LLP, for the upcoming fiscal year. Additionally, shareholders provided an advisory vote of approval for the compensation of named executive officers, indicating general satisfaction with executive pay structures. While management proposals received strong support, a significant portion of the meeting was dedicated to shareholder proposals. All shareholder proposals, which covered a range of ESG-related topics including political contributions, animal welfare, racial equity, human rights, executive compensation optimization, workforce civil liberties, workplace safety, and corporate financial sustainability, were overwhelmingly rejected by shareholders. This suggests that the majority of voting shareholders align with the company's current strategic direction and priorities, rather than the specific ESG initiatives proposed by a subset of shareholders.

Jun 7, 20248-K
Earnings & ResultsExhibits & Filings

Walmart Inc. 8-K Report, Financial Results (May 16, 2024)

Walmart reported first-quarter FY25 results (three months ended April 30, 2024) that beat on profitability and reaffirmed a strong growth trajectory. Consolidated total revenues rose 6.0% to $161.5 billion (5.8% in constant currency), while operating income grew 9.6% to $6.8 billion. Adjusted operating income, which excludes $255 million of business reorganization charges, rose 13.7% to $7.1 billion, and adjusted EPS came in at $0.60, up 22.4% year over year. GAAP EPS was $0.63, boosted by a net gain of roughly $0.05 per share on equity investments such as JD.com, partially offset by reorganization costs. Gross margin improved 42 basis points to 24.1%, led by Walmart U.S., and growth in membership income and advertising (up 24% globally) supported margins. Global eCommerce sales grew 21%. Cash generation was weaker. Operating cash flow fell $0.4 billion to $4.2 billion, and free cash flow was negative $0.4 billion, a $0.6 billion decline, due to working capital timing and higher capital expenditures of $4.7 billion. Inventory fell 2.7% globally, and the company repurchased $1.1 billion of stock. Net debt-related figures remain manageable, with cash of $9.4 billion against total debt of $50.1 billion. Looking ahead, Walmart guided Q2 FY25 constant-currency net sales growth of 3.5% to 4.5%, operating income growth of 3.0% to 4.5%, and adjusted EPS of $0.62 to $0.65. For full-year FY25 it now expects net sales and adjusted operating income growth at the high end or slightly above prior guidance of 3.0% to 4.0% and 4.0% to 6.0%, respectively, and adjusted EPS is expected at the high end or slightly above the original $2.23 to $2.37 range. Investors should note that the quarter benefited from roughly 1% from an extra selling day and a leap-year effect, and that FY25 comparable sales will be reported on a 53-week calendar.

May 16, 20248-K
Other Events

Walmart Inc. 8-K Report, Corporate Update (Mar 28, 2024)

Walmart Inc. (WMT) disclosed in an 8-K filing on March 28, 2024, that Daniel J. Bartlett, Executive Vice President of Corporate Affairs, has adopted a Rule 10b5-1 trading plan. This plan allows Mr. Bartlett to sell a predetermined amount of Walmart stock over a specified period, commencing in June 2024 and concluding in May 2026. The primary purpose of this plan is to provide a pre-arranged method for managing his stock holdings, ensuring transactions occur without the perception of insider trading. The plan includes a minimum stock price threshold for sales, with provisions for carrying over unsold dollar amounts to subsequent sale dates if the threshold is not met. Despite these planned sales, Mr. Bartlett is expected to remain in compliance with Walmart's stock ownership guidelines.

Mar 28, 20248-K
Other Events

Walmart Inc. 8-K Report, Corporate Update (Feb 28, 2024)

Walmart Inc. (WMT) filed an 8-K on February 28, 2024, to disclose the adoption of a new stock trading plan by John Furner, Executive Vice President and CEO of Walmart U.S. This plan, designed to comply with Rule 10b5-1, outlines the scheduled sale of up to 131,250 shares of Walmart common stock over a period from May 31, 2024, to February 27, 2025. This announcement is primarily informational for investors, confirming that executive stock transactions are being managed through a pre-determined plan, which is standard practice for executives managing personal financial and diversification strategies while adhering to insider trading regulations. The plan's execution is independent of Mr. Furner's knowledge of material non-public information, and he will continue to meet the company's stock ownership guidelines throughout the selling period.

Feb 28, 20248-K
Corporate ChangesExhibits & Filings

Walmart Inc. 8-K Report, Bylaw Amendment (Feb 23, 2024)

Walmart Inc. has officially executed a 3-for-1 forward stock split, a significant event for its shareholders. The company filed a Certificate of Amendment to its Restated Certificate of Incorporation, which became effective on February 23, 2024. This move, previously announced, increases the number of authorized shares and aims to make the stock more accessible to a broader range of investors by lowering the per-share price. Shareholders of record as of the close of business on February 22, 2024, will receive two additional shares for each share they held, effectively tripling their holdings. The par value per share remains unchanged. Trading on a split-adjusted basis is set to commence on February 26, 2024, and the total number of outstanding shares will increase substantially from approximately 2.68 billion to over 8.05 billion.

Feb 23, 20248-K
Earnings & ResultsExhibits & Filings

Walmart Inc. 8-K Report, Financial Results (Feb 20, 2024)

Walmart reported strong fourth-quarter fiscal 2024 results (quarter ended January 31, 2024). Consolidated total revenue rose 5.7% to $173.4 billion (4.9% in constant currency), and operating income grew 30.4% to $7.3 billion, though much of that jump reflects lapping prior-year restructuring and opioid charges. Adjusted operating income rose 13.2%, outpacing net sales growth of 5.6%, and GAAP diluted EPS was $2.03 versus $2.32 a year earlier, with the difference driven by investment gains and losses. Adjusted EPS came in at $1.80, up 5.3%. Walmart U.S. comparable sales grew 4.0% and eCommerce surpassed $100 billion for the full year, with global advertising growing about 28% for the year to $3.4 billion. Full-year results were solid. Revenue reached $648.1 billion (up 6.0%), GAAP operating income rose 32.2%, and adjusted operating income rose 10.2%. Operating cash flow increased $6.9 billion to $35.7 billion, and free cash flow reached $15.1 billion after $20.6 billion of capital expenditures. Return on investment improved to 15.0% from 12.7%. Walmart also disclosed a 3-for-1 stock split (record date February 22, 2024; distribution after close February 23), a 9% dividend increase, and an agreement to acquire VIZIO to accelerate Walmart Connect. For FY25, management guided to 3% to 4% constant-currency net sales growth, 4% to 6% operating income growth, and adjusted EPS of $6.70 to $7.12 pre-split ($2.23 to $2.37 post-split). Q1 guidance calls for 4% to 5% constant-currency sales growth and adjusted EPS of $1.48 to $1.56 pre-split. The FY25 operating income guidance is a modest step-up, and the outlook assumes a generally stable consumer, so investors will likely focus on whether margin expansion can sustain double-digit profit growth.

Feb 20, 20248-K
Regulation FDExhibits & Filings

Walmart Inc. 8-K Report, Regulation FD Disclosure (Jan 31, 2024)

On January 30, 2024, Walmart Inc. (NYSE: WMT) announced via an 8-K (Item 7.01, Regulation FD, with the press release furnished as Exhibit 99.1) that its Board of Directors has authorized a 3-for-1 forward stock split of its common stock. Shareholders of record at the close of business on February 22, 2024 will receive two additional shares for each share held, distributed after market close on February 23, 2024. Split-adjusted trading is expected to begin on February 26, 2024 under the existing ticker WMT. The company expects outstanding shares to rise from approximately 2.7 billion to approximately 8.1 billion. The split is an equity-structure event rather than an operating or financial one: it does not change the company's underlying revenue, earnings, or economic ownership, since each holder's proportionate stake stays the same while the per-share price and share count are adjusted. Management framed the split as a way to keep the share price in a range where associates can buy whole shares through the Associate Stock Purchase Plan, which had more than 400,000 participants and offers a 15% company match on the first $1,800 invested each year. CEO Doug McMillon cited the company's growth and future plans as the reason the timing was right. The filing also notes that the Amendment to the Restated Certificate of Incorporation will proportionally increase authorized common shares and take effect upon filing with the Delaware Secretary of State, with a follow-up 8-K expected after the effective date. For investors, the key implications are mechanical: stock awards, equity plan share reserves, exercise or conversion prices, the common stock dividend, and buyback authorizations will all be proportionally adjusted. Investors should focus on per-share metrics and historical price data being restated to reflect the split, rather than reading the split itself as a signal of changed fundamentals.

Jan 31, 20248-K
Earnings & ResultsExhibits & Filings

Walmart Inc. 8-K Report, Financial Results (Nov 16, 2023)

Walmart reported fiscal Q3 2024 results (quarter ended October 31, 2023) that showed solid top-line momentum and a sharp swing in GAAP profitability. Consolidated total revenues rose 5.2% to $160.8 billion (4.3% in constant currency), with Walmart U.S. comparable sales up 4.9% and global eCommerce up 15%. GAAP EPS was $0.17 versus a $(0.66) loss a year earlier, but that comparison is distorted by $1.36 per share of net losses on equity investments (chiefly JD.com and Symbotic) in the current quarter and a $3.3 billion opioid settlement charge in the prior-year period. Adjusted EPS of $1.53 rose 2.0% from $1.50, and adjusted operating income grew 3.0%, a slower pace than net sales. Balance sheet and cash flow were healthier year to date. Nine-month operating cash flow reached $19.0 billion, up $3.3 billion, and free cash flow was $4.3 billion, up $0.7 billion, even though capital expenditures rose $2.6 billion to support the investment strategy. Inventory fell $0.8 billion to $64.0 billion, and the company repurchased $1.3 billion of stock year to date with $18.1 billion remaining under its authorization. Total debt was $55.4 billion against $12.2 billion of cash. Return on investment improved to 14.1% from 12.8%, mainly because the prior-year opioid charges were lapped. Management raised FY24 guidance for consolidated net sales growth (cc) to approximately 5.0%–5.5% and for adjusted EPS to $6.40–$6.48. The guidance also assumes a 7.0%–7.5% increase in consolidated operating income (cc), including a 70 bps LIFO tailwind, and a roughly unchanged effective tax rate of about 26.5%. Investors should note that Walmart U.S. operating income declined 2.2% and that the quarter's strength was partly timing-driven, since Flipkart's Big Billion Days event moved from Q3 into Q4.

Nov 16, 20238-K
Regulation FD

Walmart Inc. 8-K Report, Regulation FD Disclosure (Aug 22, 2023)

Walmart Inc. has announced a significant development in resolving its opioid-related litigation. The company has accrued a liability of approximately $3.3 billion to settle substantially all opioid-related lawsuits and potential claims from states, political subdivisions, and tribes. This filing confirms that the State Settlement Framework has met the required participation threshold and will become effective on September 6, 2023. Investors should note that while the framework is now effective, Walmart will pay the remaining approximately $2.8 billion of the accrued liability in the third quarter of fiscal year 2024. Although the settlement is moving forward, eligible political subdivisions still have an extended period, until July 15, 2025, to join the State Settlement Framework. This resolution addresses a major legal overhang for the company.

Aug 22, 20238-K
Earnings & ResultsExhibits & Filings

Walmart Inc. 8-K Report, Financial Results (Aug 17, 2023)

Walmart's fiscal Q2 2024 results (quarter ended July 31, 2023) showed broad-based momentum. Consolidated total revenues rose 5.7% to $161.6 billion (5.4% in constant currency), and operating income rose 6.7% to $7.3 billion. Adjusted operating income grew faster at 8.1% to $7.4 billion, which management attributes to strength in grocery and health and wellness, eCommerce growth of 24%, and a roughly 35% increase in the global advertising business. Walmart U.S. comparable sales rose 6.4% excluding fuel, driven by transaction growth and market share gains in grocery. GAAP diluted EPS was $2.92, inflated by $3.9 billion of pre-tax unrealized gains on equity investments such as Symbotic and JD.com. Adjusted EPS was $1.84, up 4.0%. Cash generation improved sharply. Operating cash flow for the six months was $18.2 billion, up $9.0 billion year over year, and free cash flow was $9.0 billion, up $7.2 billion. Management attributed much of the improvement to moderated inventory purchases and timing of payables, so investors should view part of the gain as working-capital timing rather than a permanent step-up. Capital expenditures rose $1.7 billion to support the investment strategy. Walmart also repurchased $1.2 billion of stock year to date and had $18.2 billion remaining under its $20 billion authorization. Management guided fiscal Q3 2024 adjusted EPS to $1.45 to $1.50 and raised full-year FY24 guidance, with constant-currency net sales growth of about 4.0% to 4.5%, constant-currency operating income growth of about 7.0% to 7.5%, and adjusted EPS of $6.36 to $6.46. Margin pressure from product mix shift toward lower-margin grocery and health and wellness, along with higher variable pay, technology spending, and store remodel costs, remains a watch item. Note that this document is furnished under Item 2.02 and is not deemed filed under Section 18 of the Exchange Act.

Aug 17, 20238-K
Leadership Changes

Walmart Inc. 8-K Report, Executive Changes (Aug 16, 2023)

This 8-K filing from Walmart Inc. announces significant leadership changes within its International division and Sam's Club segment. Judith McKenna, Executive Vice President, President, and CEO of Walmart International, will retire effective January 31, 2024. She will transition to a special advisory role from September 11, 2023, until her retirement. In connection with her retirement, Ms. McKenna will receive a cash payment of $2.3 million over two years and accelerated vesting of 6,143 restricted shares, subject to compliance with a two-year non-compete agreement. Following Ms. McKenna's transition, Kathryn McLay will assume the role of Executive Vice President, President, and CEO of Walmart International, effective September 11, 2023. She previously led Sam's Club. Concurrently, Christopher Nicholas has been appointed Executive Vice President, President, and CEO of Sam's Club. Both Ms. McLay and Mr. Nicholas will see adjustments to their compensation packages to reflect their new responsibilities, including base salary changes and continued eligibility for incentive and equity awards. The filing also details standard non-compete and severance agreements for these executive transitions.

Aug 16, 20238-K
Shareholder Matters

Walmart Inc. 8-K Report, Shareholder Vote Results (Jun 2, 2023)

Walmart Inc. filed an 8-K report detailing the outcomes of its Annual Shareholders' Meeting held on May 31, 2023. The key takeaway for investors is the strong shareholder support for the company's management and governance. All eleven director nominees were overwhelmingly elected, indicating confidence in the current leadership. Furthermore, shareholders approved the compensation of named executive officers and ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm. The meeting also addressed several shareholder proposals, all of which were rejected by a significant margin. These proposals covered topics such as worker pay policies, human rights due diligence, racial equity audits, diversity reporting, bylaw amendments, reproductive rights and data privacy, operational risks in China, workplace safety, and political contributions. The consistent rejection of these proposals suggests shareholders prioritize the company's current strategic direction and operational approach over the specific initiatives put forth by the proposers.

Jun 2, 20238-K
Earnings & ResultsExhibits & Filings

Walmart Inc. 8-K Report, Financial Results (May 18, 2023)

Walmart's first quarter of fiscal 2024 (three months ended April 30, 2023) showed strong top-line momentum and meaningful operating leverage. Consolidated total revenues rose 7.6% to $152.3 billion (7.7% in constant currency), and operating income grew 17.3% to $6.2 billion, with operating margin expanding 34 basis points. Walmart U.S. comparable sales rose 7.4%, eCommerce grew 26% globally, and the global advertising business grew over 30%. Management attributed the margin expansion to operating expense leverage and growth in higher-margin connected value streams such as advertising and membership income, which more than offset a 18 basis point decline in the consolidated gross margin rate caused by sales mix. GAAP EPS was $0.62, down 16.2% year over year, but this was driven by a $0.85 net after-tax loss on equity and other investments. Adjusted EPS, which excludes those investment fair value changes, rose 13.1% to $1.47. Cash flow improved markedly: operating cash flow was $4.6 billion, up $8.4 billion, and free cash flow was $0.2 billion, up $7.5 billion, reflecting moderated inventory purchases and payment timing. Total debt rose to $49.5 billion, and the company repurchased $0.7 billion of stock with $18.6 billion remaining under its authorization. For the outlook, Walmart guided second-quarter consolidated net sales (cc) growth of approximately 4.0% and a decline of approximately 2.0% in consolidated operating income (cc), with Q2 adjusted EPS of $1.63 to $1.68. For full-year FY24 it raised its outlook for Walmart U.S. and International growth, guiding to net sales (cc) growth of about 3.5%, operating income (cc) growth of 4.0% to 4.5% (including a 100 bps LIFO impact), and adjusted EPS of $6.10 to $6.20, up from the FY23 base of $6.29 only on a reported basis. Investors should note that the FY24 adjusted EPS guidance sits below the FY23 base, and that the second quarter operating income decline and rising interest expense are key watch items.

May 18, 20238-K
Other EventsExhibits & Filings

Walmart Inc. 8-K Report, Corporate Update (Apr 17, 2023)

Walmart Inc. (WMT) filed an 8-K on April 17, 2023, to announce the execution of a Pricing Agreement with multiple underwriters, including Citigroup Global Markets Inc., HSBC Securities, Mizuho Securities, BNP Paribas Securities, J.P. Morgan Securities, and Morgan Stanley & Co. LLC. This agreement details the sale of $5.0 billion in aggregate principal amount of new senior, unsecured debt securities across five different series, with maturity dates ranging from 2026 to 2053 and varying interest rates. The offering is expected to close on April 18, 2023, and the net proceeds, after underwriting discounts but before other expenses, are estimated to be approximately $4.97 billion. This significant debt issuance indicates Walmart's strategic use of capital markets to manage its financial structure and potentially fund ongoing operations or strategic initiatives. The diverse range of maturities suggests a strategy to balance its debt profile and take advantage of current market conditions. Investors should note that these are senior, unsecured debt securities, ranking equally with other unsecured obligations of the company.

Apr 17, 20238-K
Regulation FDExhibits & Filings

Walmart Inc. 8-K Report, Regulation FD Disclosure (Apr 4, 2023)

Walmart's 8-K furnished under Regulation FD (Item 7.01, Exhibit 99.1) accompanies its 2023 Investment Community Meeting, held April 4-5, 2023. The release is largely strategic and forward-looking: management laid out an investment approach centered on people and a next-generation, automated omnichannel supply chain, targeting higher returns and operating margin expansion. The company reiterated its long-term financial framework of roughly 4% sales growth and 4%+ operating income growth over the next 3-5 years, and said the operating income opportunity could be better than that outlined. The financial substance centers on the reaffirmed fiscal 2024 guidance. For Q1, management expects consolidated net sales growth of 4.5% to 5.0% constant currency and adjusted EPS of $1.25 to $1.30, with LIFO a notable drag. For full-year FY24, guidance calls for consolidated net sales up 2.5% to 3.0% constant currency, consolidated operating income up about 3.0% (including a 100 bps LIFO headwind), and adjusted EPS of $5.90 to $6.05. Management also flagged EPS headwinds from higher interest expense (about $0.20), a normalized tax rate of 25.5% to 26.5% (about $0.10 headwind versus FY23's discrete-item benefit), and noncontrolling interest tied to the Massmart buyout and Alert Innovation acquisition. For investors, the key takeaways are that the company is maintaining guidance rather than raising it, and that the automation roadmap (about 65% of stores serviced by automation and roughly 20% unit cost improvement by fiscal 2026) is the main driver of the margin thesis. Because the disclosure is furnished rather than filed, it is not subject to Section 18 liability, and the forward-looking statements carry the usual risk caveats.

Apr 4, 20238-K
Other Events

Walmart Inc. 8-K Report, Corporate Update (Mar 24, 2023)

Walmart Inc. (WMT) has disclosed that its Chief Financial Officer, John David Rainey, has adopted a Rule 10b5-1 stock trading plan. This plan is designed for pre-arranged sales of company stock, allowing Mr. Rainey to diversify his assets and manage financial planning without the appearance of trading on material non-public information. The plan adheres to Walmart's insider trading policies and is a standard practice for executives to manage personal finances. Under the plan, Mr. Rainey is scheduled to sell a specified number of Walmart shares over several months, with the total number of shares to be sold capped at 49,104. These sales are part of his long-term financial strategy and are subject to certain minimum price thresholds. It is important for investors to note that these transactions are predetermined and Mr. Rainey will have no discretion over the timing or execution once the plan is in place. The company will continue to comply with all disclosure requirements.

Mar 24, 20238-K
Other Events

Walmart Inc. 8-K Report, Corporate Update (Mar 6, 2023)

This 8-K filing from Walmart Inc. (WMT) reports on a Rule 10b5-1 trading plan established by John Furner, Executive Vice President and CEO of Walmart U.S. The plan is designed for long-term asset diversification and financial planning, allowing Mr. Furner to sell a predetermined number of shares over a specified period. It's important for investors to understand that these plans are pre-arranged and executed without the insider's discretion at the time of sale, providing a shield against accusations of insider trading when exercising such plans. The key takeaway for investors is that Mr. Furner will be selling up to 43,750 shares of Walmart stock between June 2023 and March 2024. This sale represents a small fraction of his overall holdings and is part of a diversification strategy. The plan is structured to comply with Rule 10b5-1 and Walmart's insider trading policy, ensuring that transactions occur at times when Mr. Furner is not in possession of material non-public information. Importantly, Mr. Furner will continue to meet the company's stock ownership guidelines even after these sales.

Mar 6, 20238-K
Other Events

Walmart Inc. 8-K Report, Corporate Update (Feb 24, 2023)

Walmart Inc. announced that its President and CEO, C. Douglas McMillon, has adopted a new Rule 10b5-1 stock trading plan. This plan is designed for long-term diversification, tax, and financial planning and adheres to the Company's Insider Trading Policy. Importantly, Mr. McMillon will have no discretion over the timing or execution of trades under this plan, ensuring transactions occur when he is not in possession of material non-public information. The new plan will commence with the first trade in June 2023 and run through May 2025. It involves scheduled monthly sales of a fixed number of shares, totaling up to 233,000 shares over the period. This is a proactive measure as Mr. McMillon's existing trading plan is set to expire in March 2023. Investors should note that Mr. McMillon remains committed to Walmart's stock ownership guidelines, which require him to hold stock valued at least seven times his base salary, and he will continue to meet these requirements even after these planned sales.

Feb 24, 2023
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