Walmart Inc — Current Report (Form 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)

April 30, 2026 (April 27, 2026)

Walmart Inc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

Walmart Inc., a Delaware corporation (the “Company”), and Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Barclays Capital Inc., HSBC Securities (USA) Inc. and U.S. Bancorp Investments, Inc., acting for themselves and as representatives of the other several underwriters named in Schedule I to the Pricing Agreement (as defined below) (collectively, the “Underwriters”), have entered into a Pricing Agreement, dated April 27, 2026 (the “Pricing Agreement”), pursuant to which, subject to the satisfaction of the conditions set forth therein, the Company has agreed to sell to the Underwriters, and the Underwriters have agreed to purchase from the Company, $350,000,000 aggregate principal amount of the Company’s Floating Rate Notes Due 2029 (the “Floating Rate Notes”), $650,000,000 aggregate principal amount of the Company’s 4.000% Notes Due 2029 (the “2029 Notes”), $1,000,000,000 aggregate principal amount of the Company’s 4.150% Notes Due 2031 (the “2031 Notes”), $1,250,000,000 aggregate principal amount of the Company’s 4.450% Notes Due 2033 (the “2033 Notes”) and $1,000,000,000 aggregate principal amount of the Company’s 4.750% Notes Due 2036 (the “2036 Notes” and, collectively with the Floating Rate Notes, the 2029 Notes, the 2031 Notes and the 2033 Notes, the “Notes”). The Pricing Agreement incorporates by reference the terms and conditions of an Underwriting Agreement, dated April 27, 2026, between the Company and the Underwriters (the “Underwriting Agreement” and, together with the Pricing Agreement, the “Agreement”). The Company and the Underwriters expect to consummate the sale and purchase of the Notes pursuant to the Agreement on April 30, 2026.

The Floating Rate Notes will be sold to the public at a price equal to 100.000% of the aggregate principal amount of the Floating Rate Notes. The net proceeds to the Company from the sale of the Floating Rate Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the Floating Rate Notes, will be $349,125,000.

The 2029 Notes will be sold to the public at a price equal to 99.924% of the aggregate principal amount of the 2029 Notes. The net proceeds to the Company from the sale of the 2029 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2029 Notes, will be $647,881,000.

The 2031 Notes will be sold to the public at a price equal to 99.786% of the aggregate principal amount of the 2031 Notes. The net proceeds to the Company from the sale of the 2031 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2031 Notes, will be $994,360,000.

The 2033 Notes will be sold to the public at a price equal to 99.929% of the aggregate principal amount of the 2033 Notes. The net proceeds to the Company from the sale of the 2033 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2033 Notes, will be $1,244,112,500.

The 2036 Notes will be sold to the public at a price equal to 99.937% of the aggregate principal amount of the 2036 Notes. The net proceeds to the Company from the sale of the 2036 Notes, after the underwriting discount, but before transaction expenses allocable to the sale of the 2036 Notes, will be $994,870,000.

The Notes will be sold to the public at an aggregate price of $4,245,848,500 before underwriting discounts and transaction expenses allocable to the sale of the Notes. The aggregate net proceeds to the Company from the sale of the Notes, after underwriting discounts, but before transaction expenses allocable to the sale of the Notes, will be $4,230,348,500.

The Floating Rate Notes will constitute part of the Company’s newly created series of Floating Rate Notes Due 2029 (the “Floating Rate Series”), the 2029 Notes will constitute part of the Company’s newly created series of 4.000% Notes Due 2029 (the “2029 Series”), the 2031 Notes will constitute part of the Company’s newly created series of 4.150% Notes Due 2031 (the “2031 Series”), the 2033 Notes will constitute part of the Company’s newly created series of 4.450% Notes Due 2033 (the “2033 Series”) and the 2036 Notes will constitute part of the Company’s newly created series of 4.750% Notes Due 2036 (the “2036 Series” and, collectively with the Floating Rate Series, the 2029 Series, the 2031 Series and the 2033 Series, the “New Series”). The Notes of each New Series will be senior, unsecured debt securities of the Company and will rank equally with each other and with all of the other senior, unsecured debt obligations of the Company.

The New Series were created and established, and the terms and conditions of each New Series were established, by action of the Company and an authorized officer of the Company pursuant to, and in accordance with, the terms of the Indenture, dated as of July 19, 2005, as amended and supplemented (the “Indenture”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), and the Indenture and the related series terms certificates pursuant to the Indenture will govern the Notes of each New Series. The respective terms of the Floating Rate Notes, the 2029 Notes, the 2031 Notes, the 2033 Notes and the 2036 Notes are as set forth in the Indenture and in the forms of the Global Notes (referred to below) that will represent the Notes of the Floating Rate Series, the 2029 Series, the 2031 Series, the 2033 Series and the 2036 Series, respectively, to be sold pursuant to the Pricing Agreement.

The material terms of the Notes are described in the Company’s prospectus supplement dated April 27, 2026, which relates to the offer and sale of the Notes (the “Prospectus Supplement”), and the Company’s prospectus dated December 4, 2023, which relates to the offer and sale from time to time of an indeterminate amount of the Company’s debt securities, including the Notes (the “Prospectus”). The Prospectus Supplement, together with the Prospectus, was filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended (the “Securities Act”) on April 28, 2026, in connection with the offer and sale of the Notes. A Final Term Sheet, dated April 27, 2026, relating to, and setting forth certain terms of, the Notes was filed with the Commission pursuant to Rule 433 under the Securities Act on April 28, 2026.

The Notes of each New Series will be initially issued and delivered in book-entry form only and will be represented by one or more global notes, which will be in definitive, fully registered form without interest coupons. The Floating Rate Notes will be represented by one global note in the principal amount of $350,000,000 (the “Floating Rate Global Note”). The 2029 Notes will be represented by two global notes, one of which will be in the principal amount of $500,000,000 and one of which will be in the principal amount of $150,000,000 (the “2029 Global Notes”). The 2031 Notes will be represented by two global notes, each of which will be in the principal amount of $500,000,000 (the “2031 Global Notes”). The 2033 Notes will be represented by three global notes, two of which will be in the principal amount of $500,000,000 and one of which will be in the principal amount of $250,000,000 (the “2033 Global Notes”). The 2036 Notes will be represented by two global notes, each of which will be in the principal amount of $500,000,000 (the “2036 Global Notes” and, collectively with the Floating Rate Global Note, the 2029 Global Notes, the 2031 Global Notes and the 2033 Global Notes, the “Global Notes”). Each Global Note will be payable to Cede & Co., a New York corporation, as nominee of The Depository Trust Company. The Global Notes will be executed by the Company and authenticated by the Trustee in accordance with the Indenture.

Filed as exhibits to this Current Report on Form 8-K are: (i) the Pricing Agreement; (ii) the Underwriting Agreement; (iii) the Series Terms Certificate Pursuant to the Indenture Relating to Floating Rate Notes Due 2029, which was executed in accordance with the Indenture and evidences the establishment of the terms and conditions of the Floating Rate Series in accordance with the Indenture; (iv) the Series Terms Certificate Pursuant to the Indenture Relating to 4.000% Notes Due 2029, which was executed in accordance with the Indenture and evidences the establishment of the terms and conditions of the 2029 Series in accordance with the Indenture; (v) the Series Terms Certificate Pursuant to the Indenture Relating to 4.150% Notes Due 2031, which was executed in accordance with the Indenture and evidences the establishment of the terms and conditions of the 2031 Series in accordance with the Indenture; (vi) the Series Terms Certificate Pursuant to the Indenture Relating to 4.450% Notes Due 2033, which was executed in accordance with the Indenture and evidences the establishment of the terms and conditions of the 2033 Series in accordance with the Indenture; (vii) the

Series Terms Certificate Pursuant to the Indenture Relating to 4.750% Notes Due 2036, which was executed in accordance with the Indenture and evidences the establishment of the terms and conditions of the 2036 Series in accordance with the Indenture; (viii) the form of Floating Rate Global Note; (ix) the form of 2029 Global Notes; (x) the form of 2031 Global Notes; (xi) the form of 2033 Global Notes; (xii) the form of 2036 Global Notes; and (xiii) the opinion of Hunton Andrews Kurth LLP, counsel to the Company, regarding the legality of the issuance and sale of the Notes. The descriptions of such exhibits in this Current Report on Form 8-K are qualified in their entirety by reference to the full copies of such exhibits filed hereto, which are incorporated herein by reference.

The Company is offering and selling the Notes under the Company’s Registration Statement on Form S-3ASR (File No. 333-275878) (the “Registration Statement”), which registration statement relates to the offer and sale on a delayed basis from time to time of an indeterminate amount of the Company’s debt securities. This Current Report on Form 8-K is being filed in connection with the offer and sale of the Notes as described herein and to file with the Commission, in connection with the Registration Statement, the documents and instruments attached hereto as exhibits.

(d) Exhibits

The following documents are filed as exhibits to this Current Report on Form 8-K:

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: April 30, 2026