8-K/ALeadership Changes

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

Filed January 16, 2026For Securities:WMT

Summary

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.

Key Highlights

  • 1Amendment to a previous 8-K filing provides John Furner's compensation details for his new CEO role.
  • 2John Furner's appointment as President and CEO is effective February 1, 2026.
  • 3Annualized base salary for Mr. Furner will be $1,500,000.
  • 4Target annual cash incentive opportunity for fiscal 2027 is 240% of base salary, with a maximum payout of 300%.
  • 5Annual equity award for fiscal 2027 is valued at approximately $17,000,000, primarily in performance-based restricted stock units.
  • 6A one-time performance-based restricted stock unit award of approximately $10,000,000 is granted, with a two-year vesting schedule.

Frequently Asked Questions

This filing is an amendment to a previous 8-K. Its main purpose is to disclose the detailed compensation package for John Furner in his new role as President and Chief Executive Officer of Walmart Inc., which was previously announced but lacked compensation specifics.

Mr. Furner's appointment as President and CEO is effective February 1, 2026. His annualized base salary will be $1,500,000.

For fiscal year 2027, Mr. Furner has a target annual cash incentive opportunity of 240% of his base salary. The maximum possible payout under this plan is 300% of his base salary.

For fiscal year 2027, Mr. Furner is eligible for an annual equity award valued at approximately $17,000,000. This award is composed of 85% performance-based restricted stock units and 15% restricted stock. Additionally, he receives a one-time award of performance-based restricted stock units valued at approximately $10,000,000, with vesting over two years.