DEF 14A of Walmart Inc., Apr 23, 2026

DEF 14A of Walmart Inc.

Filed Apr 23, 2026 · FY20260001193125-26-173673

Open on EDGAR

  1. Message from our Lead Independent Director

    Message from our Lead Independent Director Dear Fellow Shareholders:

  2. Message from our Lead Independent Director

    | As I complete my first year as your Lead Independent Director and fifth on the Board, I am honored to share how the Board and leadership team continue to drive Walmart’s rapid growth and transformation. This past year has been one of meaningful transition, thoughtful succession planning, and continued momentum in Walmart’s transformation. Our Board remains deeply focused on supporting the company as it navigates a dynamic retail environment and advances its strategy for lasting value creation. |

  3. Message from our Lead Independent Director

    This year, John Furner’s succession of Doug McMillon as President and CEO was a landmark leadership milestone. John brings over 30 years of Walmart experience and a clear strategic vision for the company’s next chapter, and he has a deep understanding of our business and connection to our associates and customers. We are grateful to Doug for his extraordinary tenure—his visionary leadership leaves a legacy dedicated to helping our customers save money and live better. The Board is confident that John is exceptionally well-suited to build on that legacy. As part of this leadership transition, John formally joined the Board in November 2025 and Doug will retire from the Board at the end of his term this June. Our commitment to board refreshment also continues. In January, we welcomed Shishir Mehrotra, CEO of Superhuman, to the Walmart Board. Shishir is a respected entrepreneur and technology leader whose expertise in building large-scale digital products, AI-driven development, and customer-centric innovation is a tremendous asset to our Board and the company. Additionally, as planned, Tim Flynn will retire from the Board following the upcoming Annual Shareholders’ Meeting and Bob Moritz, if elected, will assume the role of Audit Committee Chair. Tim has been a highly valued director since joining the Board in 2012 and an exemplary chair of our Audit Committee. We thank him sincerely for his dedicated leadership, deep financial acumen, and years of thoughtful oversight. Bob’s long career in global audit and assurance leadership makes him exceptionally well qualified to take over this important role. At the same time, if elected, Marissa Mayer has agreed to remain on the Board for a second year beyond our standard 12-year term limit, extending her service until our 2027 Annual Shareholders’ Meeting. The Board thoughtfully made this decision given the ongoing importance and relevance of her technology, artificial intelligence and cybersecurity expertise, along with her deep understanding of Walmart’s business and strategy, and we appreciate her willingness to extend her service as we continue our broader refreshment efforts. Separately, Brian Niccol, who joined the Board in 2024, will not stand for re-election as he focuses on his responsibilities leading Starbucks. We are grateful to Brian for his engagement and contributions during his tenure and wish him continued success. In an ever-changing landscape, the Board remained agile and forward-looking this year, adapting its oversight to meet emerging challenges and opportunities. Our directors bring diverse expertise and global perspectives that enable dynamic, well-informed discussions and responsive decision making. We consistently reassess best practices in succession planning, risk, compensation, cybersecurity, and sustainability, ensuring our governance model remains strong, transparent, and focused on our shareholders. The Board also continues its commitment to active shareholder engagement. Since our last Annual Shareholders’ Meeting, we have met with shareholders representing a significant portion of our outstanding shares, seeking feedback on strategy, governance, compensation, sustainability, and human capital management. These conversations inform our oversight work and improve the clarity and relevance of our disclosures, including this proxy statement. Thank you for your continued trust and support. Serving as your Lead Independent Director is a responsibility I assume with deep respect and a strong commitment to you, our shareholders. Your voice is essential, and I encourage you to vote your shares and participate in our Annual Shareholders’ Meeting.

  4. Message from our Lead Independent Director

    | | Sincerely, Randall Stephenson, Lead Independent Director |

  5. Message from our Lead Independent Director

    | 2 | | 2026 Proxy Statement | |

  6. Message from our Lead Independent Director

    Virtual Shareholders’ Meeting at:

  7. Election of Directors

    Election of Directors You are voting to elect each nominee named below as a director of Walmart for a one-year term. If you return your proxy, your proxy holder will vote your Shares FOR the election of each Board nominee named below unless you instruct otherwise. If the shareholders elect all the director nominees named in this proxy statement at the 2026 Annual Shareholders’ Meeting, Walmart will have 11 directors. Each director nominee named in this proxy statement has consented to act as a director of Walmart if elected. If a nominee becomes unwilling or unable to serve as a director, your proxy holder will have the authority to vote your Shares for any substitute candidate nominated by the Board, or the Board may decrease the size of the Board.

  8. Election of Directors

    | Overview of Director Nominees and Committee Assignments | | Eight of our 11 Board nominees are independent, and all members of the Audit Committee, the CMDC, and the NGC are independent. Our Board has separated the roles of Chairman and CEO, and we have a robust Lead Independent Director role. Despite their significant Share ownership, only two members of the Walton family currently serve as non-management Board members. |

  9. Election of Directors

    | | Cesar Conde Independent Chairman of NBCUniversal News Group Age 52 • Director Since 2019 Other Public Company Boards: 2 | | Shishir Mehrotra Independent CEO, Superhuman Labs, Inc. (formerly Grammarly) Age 47 • Director Since 2026 Other Public Company Boards: 1 | | | Sarah Friar Independent CFO, OpenAI, Inc. Age 53 • Director Since 2018 Other Public Company Boards: 0 | | Bob Moritz * Independent Retired Global Chairman, PwC Age 62 • Director Since 2024 Other Public Company Boards: 2 | | | John Furner President and CEO, Walmart Age 51 • Director Since 2025 Other Public Company Boards: 0 | | Greg Penner Non-Executive Chairman General Partner, Madrone Capital Partners and Owner and CEO, Denver Broncos Age 56 • Director Since 2008 Other Public Company Boards: 0 | | | Carla Harris Independent Senior Client Advisor, Morgan Stanley Age 63 • Director Since 2017 Other Public Company Boards: 2 | | Randall Stephenson Lead Independent Director Retired Executive Chair and CEO, AT&T Inc. Age 66 • Director Since 2021 Other Public Company Boards: 0 | | | Tom Horton Independent Senior Advisor, Global Infrastructure Partners; and former Chairman & CEO, American Airlines Age 64 • Director Since 2014 Other Public Company Boards: 2 | | Steuart Walton Chairman and Co-Founder of Game Aerospace, LLC and Co-Founder of Runway Group, LLC Age 44 • Director Since 2016 Other Public Company Boards: 0 | | | Marissa Mayer Independent CEO and Founder, Dazzle AI and Sunshine AI; and Former President and CEO, Yahoo! Inc. Age 50 • Director Since 2012 Other Public Company Boards: 3 | | |

  10. Election of Directors

    | Board Committees: | | | Audit | | Compensation and Management Development | | Nominating and Governance | | Strategic Planning and Finance | | Technology and eCommerce | | Chair | Member | | | | | | | | | | |

  11. Election of Directors

    * In light of Mr. Flynn’s upcoming retirement from the Board, Mr. Moritz will replace Mr. Flynn as Chair of the Audit Committee effective as of the 2026 Annual Shareholders’ Meeting, subject to Mr. Moritz’s re-election to the Board.

  12. Election of Directors

    | 8 | | 2026 Proxy Statement | |

  13. Election of Directors

    Female 53 yrs Median Age 27% Racially/Ethnically Diverse

  14. Election of Directors

    | Independence | | | | | Independent Not Independent | | | 8 | | 3 |

  15. Election of Directors

    | Tenure | | | | | | 0-4 years 5-7 years 8-12 years 12+ years | | | | 3 | 2 | 4 | 2 |

  16. Election of Directors

    | Age | | | | | | <50 years 50-59 years 60-69 years | | 2 | 5 | 4 |

  17. Election of Directors

    | Diversity |

  18. Election of Directors

    73% Independent 8 yrs Median Tenure Proposal No. 1 Election of Directors

  19. Election of Directors

    | Board Experience and Composition | | Our Board nominees bring a variety of backgrounds, qualifications, skills and experiences that contribute to a well-rounded Board uniquely positioned to effectively guide our strategy and oversee our operations in a rapidly evolving retail industry. |

  20. Election of Directors

    | Highly Engaged Board | Thoughtful Board Refreshment | | • Actively involved in Walmart’s strategy • 98% overall attendance rate at Board and Board committee meetings during fiscal 2026 • 26 Board committee meetings and 5 Board meetings during fiscal 2026 | • 12-year term limit for Independent Directors, subject to exceptions • 7 new independent nominees in the past decade • Ongoing Board and committee succession planning |

  21. Election of Directors

    | | 2026 Proxy Statement | | 9 |

  22. Board Skills Criteria and Qualifications

    Board Skills Criteria and Qualifications

  23. What Qualifications do the Nominating and Governance Committee and the Board Consider when Selecting Candidates for Nomination?

    What Qualifications do the Nominating and Governance Committee and the Board Consider when Selecting Candidates for Nomination? We believe an effective Board should be made up of individuals who collectively provide an appropriate balance of distinguished leadership, diverse perspectives and viewpoints, strategic skill sets, and professional experience relevant to our business and strategic objectives. The NGC selects potential candidates on the basis of outstanding achievement in their professional careers; broad experience and wisdom; personal and professional integrity; ability to make independent, analytical inquiries; experience and understanding of the business environment; willingness and ability to devote adequate time to Board duties; and such other experience, attributes, and skills that the NGC determines qualify candidates for service on the Board. We believe that a board comprised of directors with a variety of backgrounds, experiences, perspectives, and viewpoints improves the dialogue and decision-making in the boardroom and contributes to overall Board effectiveness. The NGC also considers whether a potential candidate satisfies the independence and other requirements for service on the Board and its committees, as set forth in the Nasdaq Listing Rules and the SEC’s rules. Additional information regarding qualifications for service on the Board and the nomination process for director candidates is set forth in the NGC’s charter and our Corporate Governance Guidelines, which are available on the Corporate Governance page of our website at https://stock.walmart.com/governance/governance-documents/default.aspx.

  24. What Qualifications do the Nominating and Governance Committee and the Board Consider when Selecting Candidates for Nomination?

    | 10 | | 2026 Proxy Statement | |

  25. Summary of Director Nominee Qualifications and Experience

    Summary of Director Nominee Qualifications and Experience The NGC and Board regularly review the skills and experiences relevant to our Board in light of our ongoing strategic transformation. The chart below identifies the balance of skills and qualifications each director nominee brings to the Board. The fact that a particular skill or qualification is not designated does not mean the director nominee does not possess that particular attribute. Rather, the skills and qualifications noted below are those reviewed by the NGC as part of the Board succession planning process. We believe the combination of the skills and qualifications shown below demonstrates how our Board is well positioned to provide strategic advice and effective oversight to our management.

  26. Summary of Director Nominee Qualifications and Experience

    | | | | | | | | | | | | | | | | | Conde | | Furner | | Horton | | Mehrotra | | Penner | | Walton | | | | | | | | | | | | | | | | | | | Friar | | Harris | | Mayer | | Moritz | | Stephenson | | | Experience and Skills Relevant to the Successful Oversight of our Strategy | | | | | | | | | | | | | | 5/11 | Retail Experience As a multinational retailer, we seek directors who possess an understanding of financial, operational, and strategic issues facing large retail companies. | | | • | | | | • | | • | • | • | | 11/11 | Global or International Business Experience Directors with broad international exposure provide useful business and cultural perspectives, and as a global organization, we seek directors with experience at multinational companies or in international markets. | • | • | • | • | • | • | • | • | • | • | • | | 8/11 | Technology or eCommerce Experience To advance our omnichannel strategy, we seek directors who can advise on the development and use of emerging technologies, such as artificial intelligence, and on managing related risks of technology, including cybersecurity threats, while also contributing expertise in eCommerce, omnichannel, and digital businesses. | • | • | • | | | • | • | | • | • | • | | 5/11 | Marketing or Brand Management Experience Directors with relevant experience in consumer marketing or brand management, especially on a global basis, provide important insights to our Board. | • | | • | | • | • | | | | • | | | Experience and Skills Relevant to Effective Oversight and Governance | | | | | | | | | | | | | | 11/11 | Senior Leadership Experience Directors who have served in relevant senior leadership positions bring unique experience and perspective. We seek directors who have demonstrated expertise in governance, strategy, sustainability, human capital management, workforce development, and execution. | • | • | • | • | • | • | • | • | • | • | • | | 6/11 | Finance, Accounting, or Financial Reporting Experience We value an understanding of finance and financial reporting processes because of the importance our company places on accurate financial reporting and robust financial controls and compliance. We also seek to have multiple directors who qualify as audit committee financial experts. | | • | | • | • | | | • | • | • | | | 5/11 | Regulatory, Legal, or Risk Management Experience Our company’s business requires compliance with a variety of regulatory requirements across a number of federal, state, and international jurisdictions. Our Board values the insights of directors who have experience advising or working at companies in regulated industries, and it benefits from the perspectives of directors with governmental, public policy, legal, and risk management experience and expertise. | | | | • | • | | | • | | • | • |

  27. Summary of Director Nominee Qualifications and Experience

    | | 2026 Proxy Statement | | 11 |

  28. Director Nominees for 2026

    Director Nominees for 2026

  29. Who are the 2026 Director Nominees?

    Who are the 2026 Director Nominees? Based on the recommendation of the NGC, the Board has nominated the following 11 candidates for election as directors at the 2026 Annual Shareholders’ Meeting. Nine of the 11 nominees were previously elected by our shareholders at the 2025 Annual Shareholders’ Meeting. The information provided below includes, for each nominee, his or her age, principal occupation and employment during the past five years, the year in which he or she first became a director of Walmart, each Board committee on which he or she currently serves, whether he or she is independent, and directorships of other public companies held by each nominee during the past five years.

  30. Who are the 2026 Director Nominees?

    | | The Board recommends that shareholders vote FOR the election of each of the nominees named below. |

  31. Who are the 2026 Director Nominees?

    | 12 | | 2026 Proxy Statement | |

  32. Who are the 2026 Director Nominees?

    | | Cesar Conde Independent Director | | | | | | Age: 52 Joined the Board: 2019 Board Committees: • Audit • SPFC | | Other Current Public Company Directorships: • PepsiCo, Inc. • Ralph Lauren Corporation | | | | Skills: The Board benefits from Mr. Conde’s broad experience with large media companies that produce and distribute high-quality content across a range of broadcast, cable, and digital platforms. Mr. Conde brings valuable perspectives in business, finance, and media gained from his experience in a variety of senior leadership roles at large, global media companies. With his senior leadership experience at large, multi-platform media companies such as NBCUniversal and Univision, Mr. Conde brings valuable perspectives regarding consumer and media landscapes. | | | | | | | | | | | Senior Leadership Experience (Governance) | Global or International Business Experience (Strategy) | Technology or eCommerce Experience (Strategy) | | Marketing or Brand Management Experience (Strategy) | | Further Information: Mr. Conde has served on the board of directors of Ralph Lauren Corporation since January 2026 and on the board of directors of PepsiCo, Inc. since March 2016. From August 2014 to April 2019, he served on the board of directors of Owens Corning. He is a board member for the Council on Foreign Relations, and he has served as a Young Global Leader for the World Economic Forum. Mr. Conde holds a B.A. with honors from Harvard University and an M.B.A. from the Wharton School at the University of Pennsylvania. | | | | |

  33. Who are the 2026 Director Nominees?

    | | 2026 Proxy Statement | | 13 |

  34. Who are the 2026 Director Nominees?

    | 14 | | 2026 Proxy Statement | |

  35. Who are the 2026 Director Nominees?

    | | Sarah J. Friar Independent Director | | | | | | Age: 53 Joined the Board: 2018 Board Committees: • TeCC (Chair) | | Other Current Public Company Directorships: • None | | | | Skills: Ms. Friar brings financial, accounting, and risk management expertise as the CFO of a rapidly growing artificial intelligence company, the former CFO of a multinational publicly-traded company and from her prior experience with a multinational investment banking firm. The Board benefits from her leadership experience as a CFO and from her prior experiences as the CEO of a large platform that connects neighbors and other various leadership positions at Square, Salesforce, Inc., and Goldman Sachs. Ms. Friar also brings a global perspective gained from her experience as the CFO of an artificial intelligence company with international operations and as the former CEO of a multinational company that supports customers across a variety of businesses and industries. The Board also benefits from Ms. Friar’s perspective regarding eCommerce and information technology in light of her CFO position at an artificial intelligence company and prior leadership positions with digital community-based platforms and a publicly-traded company that provides managed payments and point-of-sale systems for businesses and mobile financial offerings for consumers. The Board also benefits from her experience in information systems, information security, data privacy, and cybersecurity gained through her current and former employment and board positions in the technology industry. | | | | | | | | | | | Finance, Accounting, or Financial Reporting Experience (Governance) | Senior Leadership Experience (Governance) | Global or International Business Experience (Strategy) | | Technology or eCommerce Experience (Strategy) | | Further Information: Ms. Friar served as the chairperson of the board of directors of Nextdoor Holdings, Inc. from November 2021 to March 2024 and previously served as a director of Dragoneer Growth Opportunities Corp. III from March 2021 to March 2023. She also previously served as a director of Slack Technologies, Inc. from March 2017 until July 2021, Dragoneer Growth Opportunities Corp. from August 2020 until July 2021, and Dragoneer Growth Opportunities Corp. II from November 2020 until December 2021. Ms. Friar serves on the board of directors of Consensys, the board of directors of Operation HOPE, and the board of trustees of Stanford University. Ms. Friar is the co-founder of Ladies Who Launch, a nonprofit organization focused on empowering entrepreneurs. Ms. Friar graduated from the University of Oxford with a Master of Engineering in Metallurgy, Economics, and Management and also from Stanford Graduate School of Business with an M.B.A. | | | | |

  36. Who are the 2026 Director Nominees?

    | | John R. Furner President and CEO and Director | | | | | | Age: 51 Joined the Board: 2025 Board Committees: • Executive Committee | | Other Current Public Company Directorships: • None | | | | Skills: Mr. Furner brings more than 30 years of retail experience at Walmart and extensive expertise in senior operational leadership, merchandising, and omnichannel transformation. He possesses a deep understanding of our purpose, culture, and values, shaped by his progression from an hourly associate to CEO and his experience across Walmart U.S., Sam’s Club, and International roles. In his most recent prior role as President and CEO of Walmart U.S., he drove growth, strengthened associate engagement, and accelerated digital integration across stores and online channels. Mr. Furner also brings meaningful international experience through leadership roles supporting Walmart’s operations in markets outside the U.S. The Board benefits from his operational depth, technology focused leadership, and ability to guide Walmart through its next era of innovation. | | | | | | | | | | | Retail Experience (Strategy) | Senior Leadership Experience (Governance) | Technology or eCommerce Experience (Strategy) | Marketing or Brand Management Experience (Strategy) | Global or International Business Experience (Strategy) | | Further Information: Mr. Furner has served on the board of the National Retail Federation since July 2017, of which he served as chairman from 2022 to 2025. Mr. Furner holds a Bachelor of Science in Business Administration in Marketing Management from the University of Arkansas. | | | | |

  37. Who are the 2026 Director Nominees?

    | | 2026 Proxy Statement | | 15 |

  38. Who are the 2026 Director Nominees?

    | 16 | | 2026 Proxy Statement | |

  39. Who are the 2026 Director Nominees?

    | | Carla A. Harris Independent Director | | | | | | Age: 63 Joined the Board: 2017 Board Committees: • CMDC (Chair) • NGC • SPFC | | Other Current Public Company Directorships: • Cummins Inc. • MetLife, Inc. | | | | Skills: Ms. Harris brings broad-based and valuable insights in finance and strategy gained from more than 30 years of experience at a prominent global investment banking firm. Her extensive senior leadership experience at Morgan Stanley includes work across investment banking, equity capital markets, equity private placements, and major initial public offerings in highly regulated and consumer‑facing industries such as technology, media, retail, telecommunications, transportation, healthcare, and biotechnology, which is valuable to the oversight of a business as large and complex as Walmart’s. As the Chair of Walmart’s Compensation and Management Development Committee, she applies her deep expertise in organizational leadership to help oversee executive compensation and leadership development programs aligned with Walmart’s long‑term strategy and values. Her decades of advising organizations on capital markets and corporate strategy further support the Board’s oversight of performance expectations and compensation structures that advance sustainable value creation. The Board also values Ms. Harris’ extensive work experience in a regulated industry and advising clients across a broad range of other regulated industries. | | | | | | | | | | | Finance, Accounting, or Financial Reporting Experience (Governance) | Regulatory, Legal, or Risk Management Experience (Governance) | Senior Leadership Experience (Governance) | | Global or International Business Experience (Strategy) | | Further Information: Ms. Harris has served on the board of directors of Cummins Inc. since May 2021 and on the board of MetLife, Inc. since April 2022. She is a co-portfolio manager of Morgan Stanley’s Next Level Fund and an advisor to their Inclusive Ventures Lab. She is a published author on leadership, an award-winning podcaster on access and opportunity, and an international public speaker. In August 2013, President Obama appointed Ms. Harris to serve as Chair of the National Women’s Business Council. She also currently serves on the boards of Hackensack Meridian Health, Landit, and several nonprofit organizations including Sesame Workshop, the Morgan Stanley Foundation and Sponsors for Educational Opportunity. Ms. Harris holds an A.B., magna cum laude from Harvard University and also holds an M.B.A. from Harvard Business School. | | | | |

  40. Who are the 2026 Director Nominees?

    | | Thomas W. Horton Independent Director | | | | | | Age: 64 Joined the Board: 2014 Board Committees: • Audit • NGC • SPFC | | Other Current Public Company Directorships: • Chevron Corporation • General Electric Company | | | | Skills: Mr. Horton brings unique insights gained from his executive leadership roles at large, global, publicly-traded companies, including senior positions spanning the highly-regulated aviation, telecommunications, and infrastructure sectors. Our Board benefits from Mr. Horton’s leadership experience in these complex, international industries as well as his perspective from his service on multiple public company boards across diverse sectors. The Board benefits from his insight gained from leading one of the world’s largest airlines through a period of significant growth and strategic modernization. In addition, Mr. Horton brings valuable perspective developed from more than 30 years of leadership experience in finance, accounting, auditing, and risk management. Mr. Horton also brings significant financial expertise to the Board through his roles as chief financial officer in complex international industries, his experience at a major global infrastructure investment firm, and as a senior advisor to a leading private‑equity firm. | | | | | | | | | | | Finance, Accounting, or Financial Reporting Experience (Governance) | Regulatory, Legal, or Risk Management Experience (Governance) | Senior Leadership Experience (Governance) | Global or International Business Experience (Strategy) | Marketing or Brand Management Experience (Strategy) | | Further Information: Mr. Horton has served on the board of directors of General Electric Company since April 2018, of which he has served as Lead Director since October 2018, and joined the board of directors of Chevron Corporation in January 2026. From August 2019 to March 2022, he served on the board of directors of EnLink Midstream, LLC, a portfolio company of Global Infrastructure Partners that provides midstream energy services. From 2008 to March 2019, Mr. Horton served on the board of directors of QUALCOMM Incorporated. Mr. Horton holds a B.B.A. from Baylor University and an M.B.A. from Southern Methodist University. | | | | |

  41. Who are the 2026 Director Nominees?

    | | 2026 Proxy Statement | | 17 |

  42. Who are the 2026 Director Nominees?

    | 18 | | 2026 Proxy Statement | |

  43. Who are the 2026 Director Nominees?

    | | Marissa A. Mayer Independent Director | | | | | Age: 50 Joined the Board: 2012 Board Committees: • CMDC • TeCC | | Other Current Public Company Directorships: • AT&T Inc. • Hilton Worldwide Holdings Inc. • Starbucks Corporation | | | Skills: Ms. Mayer brings extensive expertise in technology and consumer internet industries, through which she gained cybersecurity experience. Her senior leadership experience is demonstrated by her executive role at a prominent consumer internet company and her positions on the boards of multiple public companies and nonprofit organizations. Ms. Mayer also brings distinguished experience in internet product development, engineering, artificial intelligence, and brand management. The Board values Ms. Mayer’s insights into global business and strategy gained from her experience as the CEO of a global company. | | | | | | | | | Senior Leadership Experience (Governance) | Global or International Business Experience (Strategy) | Technology or eCommerce Experience (Strategy) | Marketing or Brand Management Experience (Strategy) | | Further Information: Ms. Mayer joined the board of directors of Hilton Worldwide Holdings Inc. in May 2025 and the board of directors of Starbucks Corporation in June 2025. She has served on the board of directors of AT&T, Inc. since March 2024. She previously served on the board of directors of Nextdoor Holdings, Inc. from May 2024 to June 2025. In addition, she previously served on the boards of private companies Sunshine AI and Maisonette. She also serves on the board of the San Francisco Ballet and previously served on the foundation board for the Forum of Young Global Leaders at the World Economic Forum. Ms. Mayer holds a bachelor’s degree in Symbolic Systems with a concentration in artificial intelligence and a master’s degree in Computer Science with a focus on artificial intelligence, both from Stanford University. | | | |

  44. Who are the 2026 Director Nominees?

    | | Shishir Mehrotra Independent Director | | | | | | Age: 47 Joined the Board: January 2026 Board Committees: • CMDC • TeCC | | Other Current Public Company Directorships: • Spotify Technology S.A. | | | | Skills: Mr. Mehrotra brings more than 25 years of technology leadership experience, including deep expertise in artificial intelligence, product development, and platform scaling gained through his executive roles at Superhuman (formerly Grammarly), Coda, and YouTube. He has a distinguished record of building leading productivity and consumer technology platforms relied upon by millions globally and brings to the Board a rare combination of technical depth, product leadership, and strategic insight into the fast evolving digital and AI landscape. His experience leading global teams and developing large-scale creator and productivity ecosystems provides valuable perspective for Walmart’s continued focus on technology, eCommerce, and its people-led, tech-powered strategy. | | | | | | | | | | | Senior Leadership Experience (Governance) | Global or International Business Experience (Strategy) | Technology or eCommerce Experience (Strategy) | | Retail Experience (Strategy) | | Further Information: Mr. Mehrotra has served on the board of Spotify Technology S.A. since June 2017. He has also served on the boards of Schoolhouse.world since April 2020 and the MIT Club of Northern California since November 2019. Mr. Mehrotra holds a Bachelor of Science in Computer Science and a Bachelor of Science in Mathematics from the Massachusetts Institute of Technology. | | | | |

  45. Who are the 2026 Director Nominees?

    | | 2026 Proxy Statement | | 19 |

  46. Who are the 2026 Director Nominees?

    | 20 | | 2026 Proxy Statement | |

  47. Who are the 2026 Director Nominees?

    | | Robert E. Moritz, Jr. Independent Director | | | | | | Age: 62 Joined the Board: 2024 Board Committees: • Audit • TeCC | | Other Current Public Company Directorships: • Northern Trust Corp. • S&P Global Inc. | | | | Skills: Mr. Moritz has more than 35 years of experience in risk management, financial services, financial reporting, and accounting from his long tenure in senior leadership, including as Global Chairman, at PricewaterhouseCoopers, where he oversaw global audit quality, regulatory engagement, and firm‑wide risk controls across numerous jurisdictions—experience that is highly relevant to Walmart’s Audit Committee. His work advising multinational companies on financial integrity, internal controls, and compliance provides him with deep insight into the oversight of complex audit processes and evolving regulatory standards. In addition, Mr. Moritz’s experience leading PwC’s global network gives him a strong understanding of enterprise‑level risk assessment, cross‑border operations, and governance practices, strengthening the Board’s ability to oversee Walmart’s financial reporting, internal audit program, and risk‑mitigation frameworks. | | | | | | | | | | | Finance, Accounting, or Financial Reporting Experience (Governance) | Regulatory, Legal, or Risk Management Experience (Governance) | Senior Leadership Experience (Governance) | | Global or International Business Experience (Strategy) | | Further Information: Mr. Moritz joined the board of directors of S&P Global Inc. in February 2026 and has served as a member of the board of directors of Northern Trust Corporation since March 2025. He also serves as a member of the board of directors of SUNY Oswego University Foundation and Generational Unlimited. Mr. Moritz holds a bachelor's degree from SUNY Oswego. | | | | |

  48. Who are the 2026 Director Nominees?

    | | Gregory B. Penner* Non-Executive Chairman | | | | | | Age: 56 Joined the Board: 2008 Board Committees: • Executive Committee | | Other Current Public Company Directorships: • None | | | | Skills: Mr. Penner brings expertise in strategic planning, finance, and investment matters, including prior experience as a CFO for our company’s operations in Japan, and his service on the boards of directors of public and private companies in a variety of industries. The Board benefits from Mr. Penner’s retail experiences with our company’s operations internationally and at Walmart.com, as well as his leadership service as our non-executive Chairman. In addition, Mr. Penner has broad knowledge of international business, particularly in Japan and China. Mr. Penner brings unique expertise gained through both his service with the company and as a director of various technology companies. | | | | | | | | | | | Finance, Accounting, or Financial Reporting Experience (Governance) | Senior Leadership Experience (Governance) | Global or International Business Experience (Strategy) | Technology or eCommerce Experience (Strategy) | Retail Experience (Strategy) | | Further Information: Mr. Penner has served on the board of trustees of the Corporation of Brown University since May 2020. He previously served on the board of directors of Baidu, Inc. from May 2004 to December 2017 and Hyatt Hotels Corporation from August 2007 to September 2014. Mr. Penner received his bachelor's degree from Georgetown University and an M.B.A. from Stanford University. | | | | | | * Mr. Penner's spouse is the cousin of Steuart Walton. | | | | |

  49. Who are the 2026 Director Nominees?

    | | 2026 Proxy Statement | | 21 |

  50. Who are the 2026 Director Nominees?

    | 22 | | 2026 Proxy Statement | |

  51. Who are the 2026 Director Nominees?

    | | Randall L. Stephenson Lead Independent Director | | | | | | | | | Age: 66 Joined the Board: 2021 Board Committees: • CMDC • Executive Committee • NGC (Chair) • SPFC | | | Other Current Public Company Directorships: • None | | | | | | Skills: Mr. Stephenson brings valuable experience gained from his nearly 40 years of service at AT&T, where at different times during his career he served in various high-level financial and operational positions at a company in a highly regulated industry. He also has extensive operations, marketing, and retail experience from leading the development, evolution, and execution of AT&T’s strategy during a period of change in the industry. His long tenure in executive leadership at a large international telecommunications, media and technology company provides valuable strategic and operational insight to our Board. | | | | | | | | | | | | | | | | | Finance, Accounting, or Financial Reporting Experience (Governance) | | Regulatory, Legal, or Risk Management Experience (Governance) | Senior Leadership Experience (Governance) | Global or International Business Experience (Strategy) | Technology or eCommerce (Strategy) | Retail Experience (Strategy) | Marketing or Brand Management Experience (Strategy) | | Further Information: Mr. Stephenson currently serves as Chair of Athletics and Special Advisor at the University of Oklahoma. He previously served on the boards of directors of AT&T from 2005 until his retirement in January 2021, The Boeing Company from February 2016 to December 2017, and Emerson Electric Co. from June 2006 to December 2017. Mr. Stephenson also previously served on the boards of Boy Scouts of America and the PGA Tour. He has a B.S. in accounting from Central State University (now known as the University of Central Oklahoma) and earned his Master of Accountancy degree from the University of Oklahoma. | | | | | | | |

  52. Who are the 2026 Director Nominees?

    | | Steuart L. Walton* Director | | | | | | Age: 44 Joined the Board: 2016 Board Committees: • SPFC (Chair) | | Other Current Public Company Directorships: • None | | | | Skills: Mr. Walton brings broad-based and valuable international legal and regulatory experience gained from his work on complex, international financial transactions. Mr. Walton has a strong history and familiarity with our company and its global retail and eCommerce operations. He also brings valuable leadership, financial, and omnichannel insights gained from his entrepreneurial experiences and investments, as well as his experience gained as the former chair of the TeCC and prior service on the board of Flipkart. | | | | | | | | | | | Regulatory, Legal, or Risk Management Experience (Governance) | Senior Leadership Experience (Governance) | Global or International Business Experience (Strategy) | Technology or eCommerce Experience (Strategy) | Retail Experience (Strategy) | | Further Information: Mr. Walton serves on the boards of directors of Carpegna Limited, Rapha Racing Limited, Crystal Bridges Museum of American Art, Smithsonian National Air and Space Museum (emeritus) and Wartime History Museum, Inc. From August 2018 to January 2021, he served as a member of the board of directors of Flipkart Private Limited. He is a graduate of Georgetown University Law Center, and he holds a bachelor’s degree in business administration from the University of Colorado, Boulder. | | | | | | * Mr. Walton is the cousin of Gregory B. Penner's spouse. | | | | |

  53. Who are the 2026 Director Nominees?

    | | 2026 Proxy Statement | | 23 |

  54. Director Compensation

    Director Compensation Walmart’s compensation program for Outside Directors is intended to: provide fair compensation commensurate with the work required to serve on the Board of a company with Walmart’s size, scope, and complexity; • align directors’ interests with the interests of Walmart shareholders; and • be easy to understand and communicate, both to our directors and to our shareholders.

  55. Director Compensation

    | Annual Benchmarking Each June, the CMDC and Board undertake a comprehensive review of Outside Director compensation, including a comparison to director compensation at Walmart’s peer group companies. As a result of the review that was conducted last year, the CMDC and Board determined that our base director compensation and Board committee chair fees were below the median of our peer group. The CMDC and Board also noted that no increases had been made to our director compensation since 2022. Therefore, as of the 2025 Annual Shareholders Meeting, the CMDC and Board (i) increased the Outside Director annual stock grant from $200,000 to $230,000, (ii) increased the annual cash retainer from $100,000 to $115,000; and increased Board committee chair retainers by $5,000. |

  56. Director Compensation

    Corporate Governance

  57. Components of Director Compensation

    Components of Director Compensation Our Outside Director compensation program consists of the following primary components:

  58. Components of Director Compensation

    | Component | Annual Amount ($) | Form of Payment | | Base Compensation (All Outside Directors) | | | | Annual Stock Grant | 230,000 | Shares | | Annual Retainer | 115,000 | Cash | | Additional Fees (Some Outside Directors) | | | | Non-Executive Chairman Retainer | 225,000 | 50% Shares / 50% Cash | | Lead Independent Director Retainer | 50,000 | Cash | | Audit Chair Retainer | 35,000 | Cash | | CMDC, NGC, SPFC, and TeCC Chair Retainers | 25,000 | Cash |

  59. Components of Director Compensation

    In addition, each Outside Director who attends a Board meeting in person that is held at a location that requires intercontinental travel from his or her residence is paid an additional $4,000 meeting attendance fee.

  60. Director Compensation for Fiscal 2026

    Director Compensation for Fiscal 2026

  61. Director Compensation for Fiscal 2026

    | Name (a) | Fees Earned or Paid in Cash ($) (b) | Stock Awards ($) (c) | All Other Compensation ($) (g) | Total ($) (h) | | Cesar Conde | 108,571 | 230,010 | — | 338,581 | | Tim Flynn | 141,429 | 230,010 | 976 | 372,415 | | Sarah Friar | 131,429 | 230,010 | — | 361,439 | | Carla Harris | 131,429 | 230,010 | — | 361,439 | | Tom Horton | 138,571 | 230,010 | 215 | 368,796 | | Marissa Mayer | 108,571 | 230,010 | — | 338,581 | | Shishir Mehrotra | — | 93,283 | — | 93,283 | | Bob Moritz | 108,751 | 230,010 | 843 | 339,604 | | Brian Niccol | 108,751 | 230,010 | — | 338,761 | | Greg Penner | 221,071 | 342,468 | — | 563,539 | | Randall Stephenson | 156,429 | 230,010 | 413 | 386,852 | | Steuart Walton | 131,429 | 230,010 | — | 361,439 |

  62. Director Compensation for Fiscal 2026

    Explanation of Information in the Columns of the Table:

  63. Change in Pension Value and Non-Qualified Deferred Compensation Earnings (Column (f))

    Change in Pension Value and Non-Qualified Deferred Compensation Earnings (Column (f)) While directors are permitted to defer cash retainers into an interest-credited account, none of our current directors have elected to do so and do not have any balances in any such account. Therefore, we have omitted this column from the table.

  64. Our Pay for Performance Philosophy and Framework

    | | Pay for Performance by tying a majority of executive compensation to pre-established, quantifiable performance goals. | | Align Management Interests with the long-term interests of our shareholders by providing long-term incentives in the form of equity, combined with robust stock ownership guidelines for executives. | | | Use Performance Metrics that are understandable, tied to key performance indicators, and can be impacted by our executives and ultimately drive shareholder value. | | Establish Performance Goals that are aligned with our long-term strategy, financial and operating plans, and deliver long-term value for shareholders. | | | Provide Competitive Target Total Compensation to attract and retain highly qualified talent at all levels. | | Encourage Leadership Accountability by tying a higher percentage of compensation to performance for those at higher levels in the organization. |

  65. Alignment of Pay and Performance

    | Sales | Operating Income | ROI | | Rationale Key indicator of omnichannel retail performance encompassing both physical and digital channels, is highly correlated to comparable sales growth, and is aligned with our growth strategy. Given the importance of sales growth to our strategy, we include sales as a component of both our annual cash incentive plan and our long-term performance equity program. Fiscal 2026 Highlights • Increased 5.1% on a constant currency basis • Exceeded initial guidance of 3%- 4% growth; strong growth in eCommerce across all three segments, including growth areas such as advertising and marketplace | Rationale Key retail performance indicator, promoting discipline as Walmart continues to grow. Operating income is included as a metric in our annual cash incentive plan to appropriately balance incentives for growth and returns. Fiscal 2026 Highlights • Adjusted operating income increased 5.4% on a constant currency basis • Delivered top end of initial guidance range of 3.5% to 5.5% growth despite tariff environment; continued to grow faster than sales | Rationale Key indicator of how effectively we are deploying our assets as we continue to make significant strategic investments across the business. We include ROI as a metric in our long-term performance equity program to incentivize and reward management for value creating deployment of shareholder capital. Fiscal 2026 Highlights • Achieved 15.1%, compared to a ten-year high of 15.5% in fiscal 2025 • Reflects an increase in average invested capital and impacts from discrete items |

  66. Alignment of Pay with Our Long-Term Strategy

    Alignment of Pay with Our Long-Term Strategy Our long-term performance equity program combines a one-year performance period with an additional two-year service-based vesting period. We undertake a rigorous long-term planning process overseen by the Board that is refreshed annually in light of changing economic conditions, our significant strategic investments, and our rapid and ongoing omnichannel transformation. The results of this long-term planning process then inform our annual operating plan, which is intended to be challenging and balance growth and returns that enable our continued significant strategic investments. Because NEO pay is heavily weighted toward performance equity with a three-year vesting period, the compensation realized by our NEOs is significantly impacted by achievement of our financial goals and our long-term stock price performance. Annual goals take into account and align with our five-year long-range plan, which is refreshed annually. We believe this approach effectively balances long-term focus with clear, understandable, and challenging annual goals aligned to our long-term strategy.

  67. Incentive Plans Informed by Strategic and Financial Planning Process

    Incentive Plans Informed by Strategic and Financial Planning Process

  68. Incentive Plans Informed by Strategic and Financial Planning Process

    | April - September | September - January | September - March | | Long-Range Planning | Annual Operating Plan | Incentive Plans | | · Assess competitive landscape and macro trends · Refine enterprise strategy and segment-specific initiatives | · Develop annual operating plan in light of long-range planning and strategic initiatives · Review strategy and planned capital expenditures | · Review choice of incentive metrics to ensure that they support enterprise strategy · Establish performance goals aligned with annual operating plan and guidance |

  69. Executive Compensation Best Practices

    | Performance-Based Framework | Pay and Performance Alignment | Equity Ownership Best Practices | Shareholder Accountability | | • 72%-82% of each NEO's TDC is performance-based and a majority is in the form of equity • No employment contracts with our NEOs • No change-in-control benefits • No pension or similar retirement plans • No excessive perquisites | • Direct link between pay and performance as fiscal 2026 incentive payments align with our performance • Annual CEO pay for performance analysis • Significant majority of target TDC in the form of equity, which aligns the interests of our executives with those of our shareholders | • Robust stock ownership guidelines • No hedging or short sales of Walmart stock permitted • No unapproved pledging of Walmart stock as collateral • No recycling of Shares used for taxes or option exercises • No dividends or equivalents paid on unvested performance equity • No single-trigger equity acceleration upon change in control | • Shareholder outreach on executive compensation • Annual shareholder say-on-pay vote • Use a variety of financial performance measures that balance growth and returns • Robust recoupment and forfeiture policies |

  70. What are the Primary Components of Fiscal 2026 NEO Compensation?

    | Component | Description/Objective | Performance Rewarded | Form and Timing of Payout | | Base Salary | Fixed base of cash compensation commensurate with job responsibilities and experience | Subject to annual adjustment based on individual performance | Paid in cash bi-weekly | | Annual Cash Incentive | Variable pay intended to incentivize performance against key operational metrics aligned with our strategy Goals are set at the beginning of the fiscal year and aligned with annual operating plan and guidance | • Sales • Operating Income | Paid in cash after the end of the fiscal year | | Long-Term Equity | | | | | Performance Equity | Variable pay intended to incentivize performance against metrics aligned with our long-term strategic goals | • ROI • Sales • Stock performance | Paid in Shares; one-year performance period with an additional two-year vesting period | | Restricted Stock | Equity intended to align executives’ long-term interests with our shareholders’ interests and promote retention | • Stock performance | Paid in Shares vesting annually over a three-year period |

  71. Role of the CMDC’s Independent Compensation Consultant

    Role of the CMDC’s Independent Compensation Consultant The CMDC has retained an independent compensation consultant since 2007. In fiscal 2024, after an extensive search process, the CMDC engaged Farient Advisors LLC (“Farient”) as its independent executive compensation consultant. Under the terms of its engagement, Farient reports directly and exclusively to the CMDC. The CMDC has sole authority to retain, terminate, and approve the fees of Farient, and Farient may not be engaged to provide any other services to Walmart without the approval of the CMDC. Other than its engagement by the CMDC, Farient does not perform and has never performed any other services for Walmart. The CMDC’s independent consultant attends and participates in CMDC meetings at which executive compensation matters are considered, and performs various analyses for the CMDC, which may include: • peer group benchmarking; • analyses regarding the alignment of pay and performance; • analyses of the correlation between incentive plan performance measures and total shareholder return; and • assessments of the difficulty of attaining performance goals. The CMDC annually reviews the independence of its independent compensation consultant in light of SEC and stock exchange rules regarding compensation consultant independence and has affirmatively concluded that Farient is independent from Walmart and has no conflicts of interest relating to its engagement by the CMDC.

  72. Role of the CMDC’s Independent Compensation Consultant

    | | 2026 Proxy Statement | | 61 |

  73. What is the Compensation Setting Process?

    | | | Data Source/Responsibility | | Purpose | How It’s Used | | | Review of Annual and Long-term Business Plans | • • • • | Board SPFC CMDC Management | Establish incentive metrics aligned with annual operating plan and long-term objectives | Review the choice of incentive metrics to ensure they support our long-term strategic plan and drive results tied to shareholder value | | | Pay for Performance Alignment | • • | Independent compensation consultant Publicly available compensation information | Evaluate pay-for-performance alignment of CEO compensation with performance relative to peers | Assess the reasonableness of CEO pay in light of the CMDC’s independent consultant’s analyses regarding the alignment of CEO pay and performance | | | Peer Group Benchmarking | • • • | Independent compensation consultant (for CEO) Publicly available compensation information for peer group Pay surveys | Setting pay and establishing target TDC opportunity | Use benchmarking data as a general guide to setting appropriately competitive compensation levels consistent with our emphasis on performance-based compensation Ensure our NEOs’ target TDC is set within a competitive range relative to our market for talent | | | Individual Performance Assessments | • • • • | Board CMDC CEO (for other NEOs) Global People Division | Evaluate individual performance for purposes of pay decisions | Help determine incentive payouts for recently completed fiscal year; merit increases (if any), and incentive award opportunities for the next award cycle | | | Tally Sheets | • | Global People Division | Evaluate total compensation and internal pay equity | Summarizes the total value of the compensation realizable by each NEO for the upcoming fiscal year Quantifies the value of each element of that compensation, including perquisites and other benefits Quantifies the amount that would be owed to each NEO upon separation from our company | | | Company Achievement of Prior Year Performance Goals and Setting of Current Year Incentive Goals | • • | CMDC (with input from consultant) Management | Assess current year company performance against financial and operating metrics | Determine award payments for the recently completed fiscal year and set target levels for following year Assess the ease or difficulty of attaining performance goals and whether adjustments need to be made to incentive metrics for the following award cycle Establish incentive goals for the current year that support our strategic transformation and are aligned with operating plan, financial guidance, and our long-range plan | | | Shareholder Outreach | • • | Board Management | Obtain investor feedback on our executive compensation program | Understand investor expectations and monitor trends in executive compensation; used to evaluate compensation policies, practices, and plans Helps inform our executive compensation program design |

  74. What is the Compensation Setting Process?

    | | 24 | | Peer Companies | |

  75. How is Peer Group and Survey Data Used by the CMDC?

    How is Peer Group and Survey Data Used by the CMDC? The CMDC reviews publicly available compensation information from peer companies as well as survey data when establishing target TDC for our executives. In constructing our peer group, we aim to reflect a cross-industry sample of the largest U.S.-based companies, including large retailers and companies with significant and complex international operations. During the fiscal 2024 pay cycle, the CMDC refined our peer group criteria to reflect our evolving strategy, which reduced the number of peer group companies. The characteristics used to select our current peer group include companies broadly aligned with our enterprise strategy, including our new and emerging business lines; companies with which we compete for talent; and U.S.-based, publicly-traded companies with annual revenue or market capitalization above $100 billion. Our peer group also excludes companies whose current CEO is also the founder.

  76. Compensation Peer Group Screening Methodology

    Compensation Peer Group Screening Methodology

  77. Compensation Peer Group Screening Methodology

    | Step 1: Geography Screen | Step 2: Ownership Screen | Step 3: Size and Strategy Screen | | U.S.-headquartered companies | Publicly traded | Revenue: >$100B, or Market Cap: >$100B Aligned to Enterprise Strategy, or Compete for Talent |

  78. Compensation Peer Group Screening Methodology

    | | Excluded private companies | | Excluded companies whose CEO is the founder |

  79. Compensation Peer Group Screening Methodology

    | Applying this methodology, our peer group consisted of the following 24 companies when setting fiscal 2026 compensation. | |

  80. Compensation Peer Group Screening Methodology

    | Walmart Proxy Peer Group | | | | | Albertsons Companies Inc. Alphabet Inc. Amazon.com, Inc. American Express Company Apple Inc. Comcast Corporation | Costco Wholesale Corporation CVS Health Corp The Home Depot Inc. JPMorgan Chase & Co. The Kroger Co. McDonalds Corporation | McKesson Corporation Meta Platforms, Inc. Microsoft Corporation Nike, Inc. PepsiCo, Inc. The Procter & Gamble Co. | Target Corporation T-Mobile US, Inc. United Parcel Service, Inc. Verizon Communications Inc. Walgreens Boots Alliance, Inc. Walt Disney Company |

  81. Compensation Peer Group Screening Methodology

    | | 2026 Proxy Statement | | 63 |

  82. Compensation Peer Group Screening Methodology

    While we believe that this peer group provides a useful comparison to a broad range of companies with complex, international operations, Walmart is still significantly larger than the peer group median by a variety of measures, as shown in the following chart:

  83. Walmart Positioning Relative to Compensation Peer Group (as of Fiscal Year End 2025)

    Walmart Positioning Relative to Compensation Peer Group (as of Fiscal Year End 2025) The CMDC uses benchmarking data as a general guide to appropriately set competitive compensation consistent with our emphasis on performance-based compensation.

  84. Feedback

    | Shareholder Concerns | Walmart’s Response | | Our performance equity program uses a one-year performance period | Some shareholders expressed a preference for using multi-year goals in the long-term performance equity incentive plan. As described below on page 67, our single-year goals are set within the context of our multi-year financial framework, subject to oversight by the Board and CMDC. Walmart maintains single-year incentive goals combined with a three-year vesting period in its performance equity program because we believe this structure encourages the right behaviors and decision-making, is easy for participants to understand, and avoids the confusion that can result from the use of overlapping and potentially inconsistent performance goals. Further, because awards are paid out in Shares, the three-year vesting cycle aligns the interests of management with those of our shareholders. | | Sales is used as a performance metric in both our annual and long-term incentive plans | Some shareholders expressed concern that including sales metrics in both our annual and long-term incentive plans could result in executives being rewarded twice for meeting sales targets. After careful consideration, the CMDC determined that including both sales-based and return-based incentive metrics appropriately incentivizes disciplined growth. Sales growth is a critical part of both our annual and long-range planning, and continued sales growth is critical to enabling our investments in our people and technology. Further, when sales was first added to our annual cash incentive program over a decade ago, it was not accompanied by an increase in overall incentive opportunity, but rather reflected a shift in incentive metric mix from 100% operating income to place more emphasis on growth in both the short and long term. We believe this approach is validated by our strong growth track record. |

  85. Feedback

    | 4 | Fiscal 2026 Performance Metrics |

  86. What Performance Metrics are Used in Our Incentive Programs, and why did the CMDC Select these Metrics?

    What Performance Metrics are Used in Our Incentive Programs, and why did the CMDC Select these Metrics? Our NEOs’ performance-based pay for fiscal 2026 continued to be based on achieving objective, pre-established financial goals for the following metrics*:

  87. What Performance Metrics are Used in Our Incentive Programs, and why did the CMDC Select these Metrics?

    | | |

  88. What Performance Metrics are Used in Our Incentive Programs, and why did the CMDC Select these Metrics?

    * For purposes of our incentive programs, total company sales, operating income, and ROI are calculated on a constant currency basis and exclude certain items, such as revenue from fuel sales and Sam’s Club U.S. tobacco sales. See page 71 for more information. The CMDC concluded that the metrics described above are aligned with our larger enterprise strategy and effective in driving results tied to shareholder value. In reaching this conclusion, the CMDC considered the following factors: • These performance metrics are aligned with our enterprise strategy and can be impacted by our executives. Unlike metrics tied to stock price or shareholder return, the decisions and actions of our senior leaders can have a direct impact on our sales, operating income, and ROI. Furthermore, unlike earnings per share and other share-based metrics, sales, operating income, and ROI are not materially impacted by share repurchases. While our incentive programs are tied to total company performance, each of our segment CEOs also has a significant portion of his or her annual cash incentive and long-term performance equity tied to the sales and operating income performance of his or her segment. • These metrics are important for evaluating retail performance. Growth metrics such as sales and return metrics such as operating income and ROI historically have been, and continue to be, important indicators of retail performance, and we believe that our performance in these areas is important to our shareholders. • The CMDC believes that success with respect to these metrics has and will continue to support shareholder value and facilitate our strategic transformation over the long term. We believe that strong performance with respect to these key omnichannel retail metrics should translate into shareholder value creation over time, and that our ROI performance (as shown on the next page) is evidence that our incentive structure is aligned with performance. • The CMDC does not believe that relative total shareholder return or other peer-relative performance metrics are the best way to incentivize our executives. There are several key differences in our business compared to other publicly traded retailers in the U.S., including our size, our significant international operations, our product mix, our variety of formats, our growing eCommerce and omnichannel offerings, and our new and emerging businesses such as advertising, marketplace, and fulfillment. While the CMDC closely monitors Walmart’s performance relative to that of our peers when making compensation decisions, the CMDC believes that the best approach for Walmart is to tie our executive compensation to performance metrics that are aligned with our strategy and operating plans and that provide clear line of sight to our leaders. Additionally, because a significant portion of TDC is in the form of equity awards that vest over a three-year period and our executives are subject to robust stock ownership guidelines, our NEOs' understand that their compensation is significantly impacted by our stock price performance. Therefore, the CMDC believes that our executives’ interests are appropriately aligned with the interests of our shareholders. The combination of these performance metrics mitigates risk and incentivizes sustainable growth. Using a combination of growth and return metrics mitigates the risk that our executives could be motivated to pursue results with respect to one metric to the detriment of our company as a whole, and promotes discipline in the context of our significant ongoing investments in our people and technology. For example, if management were to prioritize increasing sales by pursuing strategies that would negatively impact profitability, resulting increases in incentive pay based on sales should be offset by decreases in incentive pay based on operating income and ROI. The CMDC regularly reviews our overall mix of incentive metrics to ensure that incentives for growth and returns are appropriately balanced.

  89. What Performance Metrics are Used in Our Incentive Programs, and why did the CMDC Select these Metrics?

    | 66 | | 2026 Proxy Statement | |

  90. Why does the CMDC Set Goals Each Year Under Our Long-Term Equity Incentive Program?

    Why does the CMDC Set Goals Each Year Under Our Long-Term Equity Incentive Program? For the past several years, Walmart has been making significant investments in its people, technology and supply chain to elevate the customer experience, increase market share, and improve returns. For example, we are reengineering our supply chain to fulfill customer needs with a more intelligent and connected omnichannel network enabled by the greater use of data, advanced software, AI and automation. We expect these investments to drive growth and transform our financial profile, centering on three building blocks: sales growth through our omnichannel business model; diversifying earnings through improved category and business mix; and scaling high-return investments that drive operating leverage and improve incremental operating margins. Driving long-term growth in omnichannel sales is expected to support further growth in higher-margin businesses like advertising, membership, marketplace, and fulfillment services. This growth, in turn, should lead to improving returns with operating income growing at a faster rate than sales. In the context of this investment cycle, we annually update our five-year long-term plan to reflect the external environment in which we are currently operating, which in prior years has included a global pandemic, global supply chain issues, a period of anomalous inflation, and an uncertain tariff environment. Our annual equity incentive goals are set within the context of this disciplined long-range financial planning process. We also track our incentive targets and actual performance to ensure that we are generating returns on our ongoing investments. We believe that this process has been effective in driving returns, as shown by the table below:

  91. Does Non-Financial Performance Impact NEO Pay?

    Does Non-Financial Performance Impact NEO Pay? Yes, while non-financial metrics are not directly included in our incentive plans, non-financial performance can impact NEO pay in two important ways. First, our individual NEO annual performance evaluations include various non-financial metrics such as goals related to strategy, human capital management, and risk management. As described on page 64, the CMDC considers performance evaluations, along with other factors, when making pay decisions. Second, under our annual incentive program, any associate who engages in behavior inconsistent with our Code of Conduct may have their annual cash incentive payment reduced or eliminated, depending on the severity of the conduct in question.

  92. Does Non-Financial Performance Impact NEO Pay?

    | 5 | Fiscal 2026 Performance Goals and Performance |

  93. What were our NEOs’ Fiscal 2026 Financial Goals under our Annual and Long-Term Incentive Plans, and how did we Perform in Comparison to those Goals?

    What were our NEOs’ Fiscal 2026 Financial Goals under our Annual and Long-Term Incentive Plans, and how did we Perform in Comparison to those Goals?

  94. Fiscal 2026 Annual Cash Incentive Goals and Results

    Fiscal 2026 Annual Cash Incentive Goals and Results

  95. Fiscal 2026 Long-Term Performance Equity Goals and Results

    Fiscal 2026 Long-Term Performance Equity Goals and Results

  96. How were these Results used to Determine Fiscal 2026 Award Payouts?

    How were these Results used to Determine Fiscal 2026 Award Payouts? Fiscal 2026 performance compared to each of the annual cash incentive goals shown above was then weighted according to each NEO’s performance measure weightings to determine payout percentages, as shown below:

  97. Fiscal 2026 Annual Cash Incentive Payouts

    Fiscal 2026 Annual Cash Incentive Payouts

  98. Fiscal 2026 Annual Cash Incentive Payouts

    | | Total Company | | Walmart U.S. | | | NEO Weightings | McMillon, Rainey, Kumar, Danker | | Furner | | | Component | Weighting | Payout | Weighting | Payout | | Total Company – OI | 50% | 114% | 25% | 114% | | Total Company – Sales | 50% | 111% | | | | Segment – OI | | | 25% | 125% | | Segment – Sales | | | 50% | 115% | | Payout (% of target) | 112% | | 117% | |

  99. Fiscal 2026 Annual Cash Incentive Payouts

    See “Fiscal 2026 NEO Pay and Performance Summaries” for more details about each NEO’s fiscal 2026 annual cash incentive payout.

  100. Fiscal 2026 Annual Cash Incentive Payouts

    | 70 | | 2026 Proxy Statement | |

  101. Fiscal 2026 Performance Equity Payouts

    Fiscal 2026 Performance Equity Payouts Our NEOs annually receive performance-based RSUs with a one-year performance period followed by a two-year vesting period (see illustrations below).

  102. Fiscal 2026 Performance Equity Payouts

    | | Fiscal 2023 Grant | | | | | | Company/Segment | FY24 Performance | Time-Based Vesting through FY25 and FY26 | | | Fiscal 2026 Payout | | Total Company | 150% | Vested on Jan. 31, 2026 | | | 150% | | Walmart U.S. | 150% | | | | 150% | | | | Fiscal 2024 Grant | | | | | Company/Segment | | FY25 Performance | Time-Based Vesting through FY26 and FY27 | | | | Total Company | | 138% | Scheduled to vest on Jan. 31, 2027 based on continued employment | | | | Walmart U.S. | | 137% | | | | | | | | Fiscal 2025 Grant | | | | Company/Segment | | | FY26 Performance | Time-Based Vesting through FY27 and FY28 | | | Total Company | | | 107% | Scheduled to vest on Jan. 31, 2028 based on continued employment | | | Walmart U.S. | | | 110% | | |

  103. Why do the Results Used in Our Incentive Plans Differ from Our Reported Results of Operations for Fiscal 2026?

    Why do the Results Used in Our Incentive Plans Differ from Our Reported Results of Operations for Fiscal 2026? The CMDC’s objective in administering our incentive plans is to ensure that incentive awards are calculated on a comparable basis from year-to-year, and to ensure that plan participants are incentivized and rewarded appropriately for performance within their control. The CMDC undertakes a rigorous oversight and certification process to determine the items to exclude from our reported results of operations for purposes of our incentive plans. This process is not outcome-driven and includes both positive and negative adjustments to reported results of operations. For fiscal 2026, these adjustments, taken as a whole, had the impact of reducing our total company sales and increasing our operating income for incentive plan purposes. The following types of items are excluded from our incentive goals and/or our incentive calculations: • Items excluded by the terms of the incentive plans. Like many other companies, our shareholder-approved incentive plans specify that incentive payouts be calculated after excluding the impact of recent acquisitions, divestitures, restructurings, and other unplanned items that similarly impact our operating results. For fiscal 2026, the largest items in this category were adjustments to exclude the impacts of legal settlements and unplanned restructuring expenses. • Items excluded at the time incentive goals are established. When the CMDC sets incentive goals, it typically excludes the impact of certain items from the performance goals. For example, because we generally do not hedge for currency exchange rate fluctuations, the CMDC sets incentive goals on a constant currency basis excluding the impact of currency exchange rate fluctuations. Similarly, sales goals exclude the impact of fuel sales because fuel prices are volatile and subject to significant fluctuation, which is out of our management’s control. Total company sales goals also exclude Sam’s Club U.S. tobacco sales. For fiscal 2026, fuel represented the substantial majority of all sales adjustments in this category, and currency was the only operating income adjustment in this category. Items excluded so that operating results are calculated on a comparative basis from year-to-year. Consistent with the terms of our incentive plans, the CMDC may exclude certain other items so that results can be calculated on a comparative basis from year-to-year. For fiscal 2026, the largest adjustment in this category was to exclude the impact of a modification of certain share-based compensation plans at PhonePe, our majority-owned digital payments platform in India.

  104. Why do the Results Used in Our Incentive Plans Differ from Our Reported Results of Operations for Fiscal 2026?

    | | 2026 Proxy Statement | | 71 |

  105. Impact of Excluded Items on Fiscal 2026 Performance for Incentive Plan Purposes

    Impact of Excluded Items on Fiscal 2026 Performance for Incentive Plan Purposes

  106. Impact of Excluded Items on Fiscal 2026 Performance for Incentive Plan Purposes

    | | Operating Income* | | Sales* | | | Metric | Total Company ($) | Walmart U.S. ($) | Total Company ($) | Walmart U.S. ($) | | As Reported | 29,825 | 25,158 | 706,413 | 482,975 | | Plan and pre-determined items | 557 | 86 | (12,129) | (4,622) | | Comparative items | 938 | 143 | — | — | | Performance for Incentive Plan Purposes | 31,320 | 25,387 | 694,284 | 478,353 |

  107. Impact of Excluded Items on Fiscal 2026 Performance for Incentive Plan Purposes

    * $ in millions Fiscal 2026 ROI Adjustments for Long-Term Performance Equity Purposes. When calculating ROI for long-term performance equity purposes, we used the adjusted operating income shown in the table above in the row titled “Performance for Incentive Plan Purposes." We then adjusted ROI to exclude the impact of mark-to market adjustments to the value of certain equity and other investments, as well as the impact of the sale of certain minority interests. As a result of applying these adjustments, our ROI was 15.7% for purposes of our long-term performance share plan, compared to a reported ROI of 15.1%.

  108. Impact of Excluded Items on Fiscal 2026 Performance for Incentive Plan Purposes

    | 72 | | 2026 Proxy Statement | |

  109. Impact of Excluded Items on Fiscal 2026 Performance for Incentive Plan Purposes

    | 6 | Fiscal 2026 NEO Pay and Performance Summaries |

  110. Impact of Excluded Items on Fiscal 2026 Performance for Incentive Plan Purposes

    | Doug McMillon President and CEO | | | | Fiscal 2026 Highlights · Continued to make strategic investments in our people and technology, and are realizing benefits from supply chain automation investments through improved productivity and lower cost to serve. · Continued to deliver strong and sustainable growth, with constant currency sales increasing 5.1% and adjusted operating income growing faster than sales on a constant currency basis. · Grew global eCommerce sales by 24%, exceeding $150 billion, and continued to diversify our profit sources, with our global advertising business increasing 46% and membership fees exceeding $4.3 billion. · Retired as President and CEO effective January 31, 2026. |

  111. Fiscal 2026 Incentive Payouts

    Fiscal 2026 Incentive Payouts Annual Cash Incentive: Mr. McMillon’s annual cash incentive is based on the total company operating income and sales performance, as calculated for incentive plan purposes and as described above on page 69.

  112. Fiscal 2026 Incentive Payouts

    | Performance Metric | Weighting | Performance (% of Target) | Payout (% of Target) | Fiscal 2026 Incentive Payout | | Total Company OI | | 114% | 112% | $4,032,000 | | Total Company Sales | | 111% | | |

  113. Fiscal 2026 Incentive Payouts

    Long-Term Incentive: Mr. McMillon’s long-term performance equity is based on the total company sales and ROI performance, as described above on page 70. The table below shows the fiscal 2026 performance (as a % of target) and the resulting number of Shares Mr. McMillon is scheduled to earn from his performance share grant vesting upon his retirement from the company on January 31, 2027.

  114. Fiscal 2026 Incentive Payouts

    | Performance Metric | Weighting | Fiscal 2026 Performance (% of Target) | Number of Shares Earned | | Total Company Sales | | 107% | 209,611 | | Total Company ROI | | | |

  115. Key Compensation Decisions for Fiscal 2026

    Annual Cash Incentive: Mr. Furner’s annual cash incentive is based on a combination of total company and segment performance, as described above on page 69.

  116. Key Compensation Decisions for Fiscal 2026

    | Performance Metric | Weighting | Performance (% of Target) | Payout (% of Target) | Fiscal 2026 Incentive Payout | | Total Company OI | | 114% | 117% | $2,769,390 | | Walmart U.S. OI | | 125% | | | | Walmart U.S. Sales | | 115% | | |

  117. Key Compensation Decisions for Fiscal 2026

    Long-Term Incentive: Mr. Furner’s long-term performance equity for fiscal 2026 was based on Walmart U.S. sales and total company ROI performance, described above on page 70. The table below shows the fiscal 2026 performance (as a % of target) and the resulting number of Shares Mr. Furner is scheduled to earn from his performance share grant with a vesting period ending January 31, 2028.

  118. Key Compensation Decisions for Fiscal 2026

    Key Compensation Decisions for Fiscal 2026 After considering the factors described on page 64, and in light of Mr. Furner's strong performance, the CMDC increased the target value of Mr. Furner's annual equity award by $500,000 but made no other changes to his compensation, resulting in a 3.4% increase in Mr. Furner’s TDC. When compared to comparable positions within our peer group companies, Mr. Furner's fiscal 2026 target TDC was between the 50th and 75th percentiles. In addition to the TDC components discussed above, in connection with his promotion to President and CEO, Mr. Furner received a promotional grant of performance-based restricted stock units valued at approximately $10 million. One third of these units vest at the end of fiscal 2027 based on fiscal 2027 performance, and the remainder will vest at the end of fiscal 2028 and will be based on fiscal 2028 performance. In granting this award, the CMDC intended to recognize Mr. Furner’s new role, acknowledge his leadership and service, ensure consistency with awards provided to others who have been appointed to significant roles at Walmart, and further strengthen his ownership stake in the company.

  119. Key Compensation Decisions for Fiscal 2026

    Annual Cash Incentive: As our CFO, Mr. Rainey’s annual cash incentive is based on the total company operating income and sales performance, as described above on page 69.

  120. Key Compensation Decisions for Fiscal 2026

    | Performance Metric | Weighting | Performance (% of Target) | Payout (% of Target) | Fiscal 2026 Incentive Payout | | Total Company OI | | 114% | 112% | $2,076,480 | | Total Company Sales | | 111% | | |

  121. Key Compensation Decisions for Fiscal 2026

    Long-Term Incentive: Mr. Rainey’s long-term performance equity is based on the total company sales and ROI performance, as described above on page 70. The table below shows the fiscal 2026 performance (as a % of target) and the resulting number of Shares Mr. Rainey is scheduled to earn from his performance share grant with a vesting period ending January 31, 2028.

  122. Key Compensation Decisions for Fiscal 2026

    Annual Cash Incentive: Mr. Kumar’s annual cash incentive is based on the total company operating income and sales performance, as described above on page 69.

  123. Key Compensation Decisions for Fiscal 2026

    | Performance Metric | Weighting | Performance (% of Target) | Payout (% of Target) | Fiscal 2026 Incentive Payout | | Total Company OI | | 114% | 112% | $2,288,160 | | Total Company Sales | | 111% | | |

  124. Key Compensation Decisions for Fiscal 2026

    Long-Term Incentive: Mr. Kumar’s long-term performance equity is based on the total company sales and ROI performance, as described above on page 70. The table below shows the fiscal 2026 performance (as a % of target) and the resulting number of Shares Mr. Kumar is scheduled to earn from his performance share grant with a vesting period ending January 31, 2028.

  125. Key Compensation Decisions for Fiscal 2026

    Annual Cash Incentive: Mr. Danker’s annual cash incentive is based on the total company operating income and sales performance, as described above on page 69. Mr. Danker’s fiscal 2026 cash incentive payment was prorated based on his start date.

  126. Key Compensation Decisions for Fiscal 2026

    | Performance Metric | Weighting | Performance (% of Target) | Payout (% of Target) | Fiscal 2026 Incentive Payout | | Total Company OI | | 114% | 112% | $876,270 | | Total Company Sales | | 111% | | |

  127. Key Compensation Decisions for Fiscal 2026

    Long-Term Incentive: Mr. Danker’s long-term performance equity for fiscal 2026 was based on total company sales and ROI performance. The table below shows the fiscal 2026 performance (as a % of target) and the resulting number of Shares Mr. Danker is scheduled to earn from his performance share grant with a vesting period ending January 31, 2028.

  128. What are Our Practices for Granting Equity Awards?

    What are Our Practices for Granting Equity Awards? Timing of Equity Awards. The CMDC meets each January to approve and grant annual equity awards to our Executive Officers, including our NEOs, for the upcoming fiscal year. Because of the timing of these meetings, these equity grants are reported in the executive compensation tables appearing in this proxy statement as granted during the most recently completed fiscal year. The CMDC meets again in February or March to establish the performance goals applicable to the performance equity and any other performance-based equity granted at the January meeting. Any special equity grants to Executive Officers during the year are approved by the CMDC at a meeting or by unanimous written consent. We do not grant equity awards in anticipation of the release of material non-public information, and the release of material non-public information is not time based on equity grant dates. Option Exercise Prices. We have not granted stock options to our Executive Officers since 2007, and stock options are not currently a part of our executive compensation program. If we grant stock options in the future, the exercise price will be equal to the fair market value of our common stock on the date of grant.

  129. Do we have Employment Agreements with Our NEOs?

    Do we have Employment Agreements with Our NEOs? We do not have employment agreements with any of our NEOs. Our NEOs are employed on an at-will basis. While we limit the use of non-compete agreements to senior executives in key strategic roles, we have entered into a non-compete agreement with our NEOs where legally permitted. As described in more detail under “Potential Payments Upon Termination or Change in Control” beginning on page 90 , these agreements provide that, if we terminate the NEO’s employment for any reason other than his or her violation of company policy, we will generally make limited severance payments to the NEO. Under these agreements, covered NEOs have agreed that for a limited period of time following his or her termination of employment, he or she will not participate in a business that competes with us and will not solicit our senior associates for employment. We do not have any contracts or other arrangements with our NEOs that provide for payments or other benefits upon a change in control of our company. On November 13, 2025, Walmart and Mr. McMillon entered into a retirement agreement, as described in more detail in “Potential Payments Upon Termination and Change in Control” on page 90.

  130. Do we have Employment Agreements with Our NEOs?

    | 78 | | 2026 Proxy Statement | |

  131. Risk Considerations in Our Compensation Program

    Risk Considerations in Our Compensation Program The CMDC, pursuant to its charter, is responsible for reviewing and overseeing the compensation and benefits structure applicable to our associates generally, including any risks that may arise from our compensation program. We do not believe that our compensation policies and practices for our associates give rise to risks that are reasonably likely to have a material adverse effect on our company. In reaching this conclusion, we considered the following factors: • Our compensation program is designed to provide a mix of both fixed and variable incentive compensation. • Our performance-based compensation is balanced between an annual incentive and a long-term incentive program. We believe this design mitigates any incentive for short-term risk-taking that could be detrimental to our company’s long-term best interests. • Our incentive compensation programs reward performance based on a mix of operating income-based metrics, sales-based metrics, and return on investment. We believe that this mix of performance metrics mitigates any incentive to seek to maximize performance under one metric to the detriment of performance under other metrics. For example, our long-term performance share plan is based equally on sales and ROI performance. We believe that this structure mitigates any incentive to pursue strategies that would increase our sales to the detriment of ROI performance. The CMDC regularly reviews the mix and weightings of the performance metrics used in our incentive compensation programs and has concluded that they are aligned with our strategy and provide appropriate incentives to encourage sustainable shareholder value creation. • Maximum payouts under both our annual cash incentive plan and our performance equity program are capped at 125% and 200% of target payouts, respectively. We believe that these limits mitigate excessive risk-taking, since the maximum amount that can be earned in a single cycle is limited. • A significant percentage of our management’s incentive compensation is based on the performance of our total company. This is designed to mitigate any incentive to pursue strategies that might maximize the performance of a single operating segment or area of responsibility to the detriment of our company as a whole. • Our senior executives are subject to robust stock ownership guidelines, which we believe motivate our executives to consider the long-term interests of our company and our shareholders and discourage excessive risk-taking that could negatively impact our stock price. • Our performance-based incentive compensation programs are designed with payout curves that are relatively smooth and do not contain steep payout “cliffs” that might encourage short-term business decisions in order to meet a payout threshold. • Our Executive Officers’ cash incentive payments are subject to reduction or elimination for behavior inconsistent with our Code of Conduct. Finally, our cash incentive plan and our Stock Incentive Plan both contain robust clawback provisions under which awards may be recouped or forfeited if an associate has not complied with our policies, including our Code of Conduct, or has committed acts detrimental to the best interests of our company. Furthermore, the CMDC has adopted an Executive Compensation Recoupment Policy, as discussed above in Compensation Discussion & Analysis.

  132. Summary Compensation

    | Name and Principal Position (a) | Fiscal Year ended Jan. 31 (b) | Salary ($) (c) | Bonus ($) (d) | Stock Awards ($) (e) | Non-Equity Incentive Plan Compensation ($) (g) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (h) | All Other Compensation ($) (i) | Total ($) | | Doug McMillon | 2026 | 1,500,000 | — | 21,051,605 | 4,032,000 | 2,215,278 | 442,047 | 29,240,930 | | President and CEO | 2025 | 1,511,539 | — | 20,375,675 | 4,356,000 | 783,745 | 381,895 | 27,408,854 | | | 2024 | 1,505,769 | — | 19,608,750 | 4,500,000 | 1,133,111 | 221,294 | 26,968,924 | | John Furner | 2026 | 1,313,000 | — | 22,259,543 | 2,769,390 | 520,028 | 481,188 | 27,343,149 | | EVP, President and CEO, | 2025 | 1,315,866 | — | 11,753,111 | 2,820,836 | 192,758 | 190,720 | 16,273,291 | | Walmart U.S. | 2024 | 1,254,808 | — | 10,831,244 | 2,812,500 | 259,596 | 464,463 | 15,622,611 | | John David Rainey | 2026 | 1,030,000 | — | 12,065,930 | 2,076,480 | — | 282,778 | 15,455,188 | | EVP and CFO | 2025 | 1,033,654 | — | 9,964,587 | 2,234,236 | — | 266,837 | 13,499,314 | | | 2024 | 1,003,846 | — | 9,108,093 | 1,875,000 | — | 1,232,413 | 13,219,352 | | Suresh Kumar | 2026 | 1,135,000 | — | 13,162,888 | 2,288,160 | 27,785 | 113,295 | 16,727,128 | | EVP, Global Chief Technology | 2025 | 1,138,750 | — | 12,264,141 | 2,461,408 | 10,124 | 109,182 | 15,983,605 | | and Development Officer | 2024 | 1,104,231 | — | 10,831,244 | 2,475,000 | 15,056 | 81,794 | 14,507,325 | | Daniel Danker | 2026 | 435,712 | 5,000,000 | 37,701,005 | 876,270 | — | 79,501 | 44,092,488 | | EVP, AI Acceleration, | | | | | | | | | | Product and Design | | | | | | | | |

  133. Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h))

    Change in Pension Value and Nonqualified Deferred Compensation Earnings (Column (h)) The amounts shown in this column represent above-market interest credited on deferred compensation under our company’s nonqualified deferred compensation plans, as calculated pursuant to Item 402(c)(2)(viii)(B) of SEC Regulation S-K.

  134. Fiscal 2026 Grants of Plan-Based Awards

    Fiscal 2026 Grants of Plan-Based Awards

  135. Fiscal 2026 Grants of Plan-Based Awards

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock | Grant Date Fair Value of Stock and Option | | Name | Grant Date | Threshold ($) (c) | Target ($) (d) | Maximum ($) (e) | Threshold (#) (f) | Target (#) (g) | Maximum (#) (h) | or Units (#) (i) | Awards ($) (l) | | Doug McMillon | | — | — | — | | | | | | | | 11/13/25 | | | | 97,949 | 195,898 | 293,847 | | 19,869,934 | | | 11/13/25 | | | | | | | 11,524 | 1,181,671 | | John Furner | | 1,350,000 | 3,600,000 | 4,500,000 | | | | | | | | 1/14/26 | | | | 82,659 | 165,316 | 330,632 | | 19,408,593 | | | 1/14/26 | | | | | | | 23,750 | 2,850,950 | | John David Rainey | | 730,013 | 1,946,700 | 2,433,375 | | | | | | | | 1/14/26 | | | | 38,419 | 76,837 | 153,674 | | 8,991,466 | | | 1/14/26 | | | | | | | 25,612 | 3,074,464 | | Suresh Kumar | | 796,770 | 2,124,720 | 2,655,900 | | | | | | | | 1/14/26 | | | | 41,911 | 83,822 | 167,644 | | 9,808,850 | | | 1/14/26 | | | | | | | 27,941 | 3,354,038 | | Daniel Danker | | 641,250 | 1,710,000 | 2,137,500 | | | | | | | | 8/18/25 | | | | 30,931 | 61,862 | 92,793 | | 6,084,128 | | | 8/18/25 | | | | | | | 226,828 | 22,841,580 | | | 1/14/26 | | | | 27,941 | 55,882 | 111,764 | | 6,539,312 | | | 1/14/26 | | | | | | | 18,627 | 2,235,985 |

  136. Fiscal 2026 Grants of Plan-Based Awards

    Explanation of information in the columns of the table:

  137. Outstanding Equity Awards at Fiscal 2026 Year-End

    Outstanding Equity Awards at Fiscal 2026 Year-End

  138. Outstanding Equity Awards at Fiscal 2026 Year-End

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) (g) | Market Value of Shares or Units of Stock That Have Not Vested ($) (h) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (j) | | Doug McMillon | 694,952 | 82,796,581 | — | — | | John Furner | 386,107 | 46,000,788 | 247,975 | 29,543,742 | | John David Rainey | 330,016 | 39,318,106 | 115,256 | 13,731,600 | | Suresh Kumar | 394,461 | 46,996,084 | 125,733 | 14,979,830 | | Daniel Danker | 304,774 | 36,310,774 | 83,823 | 9,986,672 |

  139. Outstanding Equity Awards at Fiscal 2026 Year-End

    Explanation of Information in the Columns of the Table:

  140. Fiscal 2026 Option Exercises and Stock Vested

    Fiscal 2026 Option Exercises and Stock Vested

  141. Fiscal 2026 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) (d) | Value Realized on Vesting ($) (e) | | Doug McMillon | 588,434 | 70,045,795 | | John Furner | 326,678 | 38,870,800 | | John David Rainey | 271,354 | 32,288,797 | | Suresh Kumar | 327,158 | 38,927,425 | | Daniel Danker | 6,873 | 810,808 |

  142. Fiscal 2026 Option Exercises and Stock Vested

    Explanation of Information in the Columns of the Table:

  143. Fiscal 2026 Nonqualified Deferred Compensation

    Fiscal 2026 Nonqualified Deferred Compensation

  144. Fiscal 2026 Nonqualified Deferred Compensation

    | Name (a) | Executive Contributions in Last FY ($) (b) | Company Contributions in Last FY ($) (c) | Aggregate Earnings in Last FY ($) (d) | Aggregate Withdrawals/ Distributions ($) (e) | Aggregate Balance at Last FYE ($) (f) | | Doug McMillon | — | — | 5,315,206 | — | 353,827,176 | | John Furner | 2,507,839 | 224,063 | 1,247,724 | 126,037 | 25,543,842 | | John David Rainey | — | — | — | — | — | | Suresh Kumar | — | — | 66,666 | — | 953,654 | | Daniel Danker | — | — | — | — | — |

  145. Fiscal 2026 Nonqualified Deferred Compensation

    Explanation of Information in the Columns of the Table:

  146. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control Most of our company’s plans and programs, including our deferred compensation plans and the terms of our equity awards, contain provisions specifying the consequences of a termination of employment. These provisions are described below. Our company does not have any employment agreements with its NEOs. Furthermore, our plans and programs do not have any provisions under which our NEOs would be entitled to payments, accelerated equity vestings, or any other benefits upon a change in control of our company. Retirement agreement. As previously announced, Mr. McMillon entered into a retirement agreement with the company on November 13, 2025. Under the terms of the agreement, certain restricted stock grants for 11,524 shares and certain performance share grants for 195,898 shares (based on 100% performance, with the actual number of shares to be paid out based on fiscal 2026 performance) were accelerated to instead vest on Mr. McMillon’s retirement date of January 31, 2027. The agreement also extends Mr. McMillon’s non-competition obligations through January 31, 2029, and his non-solicitation obligations through July 31, 2027. Non-compete agreements. While we limit our use of non-compete agreements to senior executives in key strategic roles, our company has entered into non-compete agreements with our NEOs where legally permitted. Each of these agreements provides that the NEO is prohibited from participating in a business that competes with our company and from soliciting our company’s associates for employment for a specified period of time after his or her employment with Walmart terminates. For purposes of these agreements, a “competing business” includes any retail, eCommerce, wholesale, or merchandising business that sells products of the type sold by our company, is located in a country in which our company has retail operations or in which the NEO knows our company expects to have retail operations in the near future, and has annual retail sales revenue above certain thresholds. Each agreement also provides that, if Walmart terminates an NEO’s employment for any reason other than his or her violation of Walmart policy, our company will generally pay the NEO an amount equal to two times his or her base salary over a two-year period. In the event of a breach of the restrictive covenants contained in the agreement, the NEO would no longer have a right to receive additional payments, and the company would have a right to recoup any payments previously made. Using each NEO’s base salary as of the end of fiscal 2026, the maximum total payments by our company to each NEO who is party to a non-competition agreement under such termination circumstances would be as follows:

  147. Potential Payments Upon Termination or Change in Control

    | John Furner | $2,630,000 | | John David Rainey | $2,060,000 | | Suresh Kumar | $2,270,000 |

  148. Potential Payments Upon Termination or Change in Control

    Equity awards. Certain equity awards granted under our Stock Incentive Plan held by our NEOs provide for accelerated vesting in the event employment is terminated under certain circumstances. Under the terms of the equity awards held by our NEOs, all unvested restricted stock and unvested performance-based restricted stock units would immediately vest upon the NEO's death or disability. Upon death or disability, performance-based restricted stock awards for which the performance period has been completed would vest at actual performance levels, while performance-based restricted stock units for which the performance period is ongoing would vest at target levels. The following table shows the value of all unvested equity awards that would have vested upon the death or disability of any of our NEOs as of January 31, 2026 (based on the closing price of a Share as of the last trading day of the year ($119.14 per Share).

  149. Potential Payments Upon Termination or Change in Control

    | | Equity Awards Vesting Upon Death or Disability | | | | | | Shares of Restricted Stock and Earned Performance Equity (#) | Value of Restricted Stock and Earned Performance Equity ($) | Target Shares of Unearned Performance Equity (#) | Value of Unearned Performance Equity ($) | | Doug McMillon | 694,952 | 82,796,581 | — | — | | John Furner | 386,107 | 46,000,788 | 227,717 | 27,130,203 | | John David Rainey | 330,016 | 39,318,106 | 76,837 | 9,154,360 | | Suresh Kumar | 394,461 | 46,996,084 | 83,822 | 9,986,553 | | Daniel Danker | 304,774 | 36,310,774 | 55,882 | 6,657,781 |

  150. Potential Payments Upon Termination or Change in Control

    The CMDC has discretion to accelerate the vesting of any equity awards and to make other payments or grant other benefits upon a retirement or other severance from our company.

  151. Potential Payments Upon Termination or Change in Control

    | 90 | | 2026 Proxy Statement | |

  152. Potential Payments Upon Termination or Change in Control

    Deferred Compensation Matching Contribution. Walmart makes a limited matching contribution on participant contributions to the Deferred Compensation Matching Plan, as described above under “Walmart’s Deferred Compensation Plans.” This company matching contribution becomes vested once an officer has participated in the Deferred Compensation Matching Plan for three years. Any unvested company-matching contribution would immediately vest in the event that a participant dies or becomes disabled before the completion of the vesting period. Officer Deferred Compensation Plan. The Officer Deferred Compensation Plan provides for a prorated 10% or 20% increment to be paid upon separation from service in certain circumstances if age- and service-based requirements are met.

  153. CEO Pay Ratio

    CEO Pay Ratio In accordance with SEC rules, we are providing the ratio of the annual total compensation of our CEO to the annual total compensation of our median associate, which is a reasonable estimate calculated in a manner consistent with SEC rules and is based on our payroll and employment records and the methodology described below. In calculating this estimated ratio, SEC rules allow companies to adopt a variety of methodologies, apply different exclusions, and make reasonable estimates and assumptions reflecting their unique associate populations. As discussed above, our company is unique because we are significantly larger than most of our peer group companies in terms of revenue, market capitalization, and the size and scope of our worldwide associate population. Therefore, our reported pay ratio may not be comparable to that reported by other companies due to differences in industries, scope of international operations, business models, and scale, as well as the different estimates, assumptions, and methodologies allowed under SEC rules applied by other companies in calculating their respective pay ratios. Considered Population. As of December 31, 2025, we employed over two million associates worldwide, other than our CEO. As permitted by SEC rules, in order to determine our median associate, we excluded approximately 4.71% of our total associate population or approximately 100,000 associates outside of the U.S. from the following countries: Bangladesh (40); Botswana (742); El Salvador (4,779); Eswatini (74); Guatemala (10,173); Honduras (3,371); Hong Kong (39); India (50,821); Indonesia (2); Israel (196); Lesotho (106); Luxembourg (3); Malawi (122); Mozambique (367); Namibia (276); Nicaragua (4,189); Pakistan (8); Peru (10); Singapore (15); South Africa (28,202), Spain (2); Switzerland (1),Thailand (7); United Kingdom (49); Vietnam (111); and Zambia (482). Therefore, an aggregate population of approximately 2.1 million full-time, part-time, seasonal, and temporary associates was considered (the “considered population”) in determining our median associate. Identifying our Median Associate. In determining our median associate, we used calendar year 2025 gross earnings – meaning total amounts paid before deductions or adjustments, including wages, overtime, bonuses, and the value of any equity awards that vested and were paid to an associate during calendar year 2025. Adjustments were made to annualize the gross earnings of all newly hired permanent associates in the considered population who did not work for the entire calendar year 2025. From the considered population, we then used statistical sampling to identify a group of associates who were paid within a range of 2.5% above or below what we estimated to be our median gross earnings amount (the “median population”). We then reviewed recent historical taxable wage data of the median population, and for those associates within the median population with stable wages, we calculated each of their fiscal 2026 total compensation in the same way as we calculated our CEO’s fiscal 2026 total compensation as set forth in the Summary Compensation table on page 82 and identified the median compensated associate from this group. Based upon the estimates, assumptions, and methodology described above, the fiscal 2026 annual total compensation of our CEO was $29,240,930, the fiscal 2026 annual total compensation of our median associate was $30,520, and the ratio of these amounts was 958:1.

  154. CEO Pay Ratio

    | | 2026 Proxy Statement | | 91 |

  155. Pay Versus Performance

    Pay Versus Performance As required by SEC rules, we are providing the following information regarding the relationship between “compensation actually paid” as calculated in accordance Item 402(v) of Regulation S-K and various measures of Walmart’s financial performance. The SEC-defined “compensation actually paid” data set forth in the table below does not reflect amounts actually realized by our NEOs, or how the CMDC evaluates compensation decisions in light of Walmart's performance or individual performance. In particular, the CMDC has not used “compensation actually paid” as a basis for making compensation decisions, nor does it use net income or the total shareholder return of Walmart or the S&P 500 Consumer Discretionary Distribution & Retail Index for purposes of determining incentive compensation paid to our NEOs. In addition, a significant portion of the “compensation actually paid” shown below relates to changes in values of unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. The ultimate values actually realized by our NEOs from unvested equity awards, if any, will not be determined until the awards fully vest. Please refer to the CD&A beginning on page 55 for a discussion of our executive compensation program and the ways in which the CMDC seeks to align NEO pay with performance.

  156. Pay Versus Performance Table

    Pay Versus Performance Table

  157. Pay Versus Performance Table

    | | | | Average Summary Compensation Table Total for | Average Compensation Actually Paid to | Value of Initial Fixed $100 Investment Based on: | | | | | Year (a) | Summary Compensation Table Total for PEO ($) (b) | Compensation Actually Paid to PEO ($) (c) | Non-PEO Named Executive Officers ($) (d) | Non-PEO Named Executive Officers ($) (e) | Total Shareholder Return ($) (f) | Peer Group Total Shareholder Return ($) (g) | Net Income ($) (h) | Net Sales ($) (i) | | Fiscal 2026 | 29,240,930 | 36,488,421 | 25,904,488 | 38,435,643 | 272.28 | 164.12 | 21,893 | 706,413 | | Fiscal 2025 | 27,408,854 | 101,500,051 | 14,508,810 | 48,361,374 | 222.20 | 161.20 | 19,436 | 674,538 | | Fiscal 2024 | 26,968,924 | 47,471,296 | 13,951,520 | 22,559,933 | 123.22 | 114.73 | 15,511 | 642,637 | | Fiscal 2023 | 25,306,714 | 30,987,575 | 16,301,614 | 19,285,472 | 105.67 | 88.85 | 11,680 | 605,881 | | Fiscal 2022 | 25,670,673 | 31,528,037 | 12,062,203 | 15,108,038 | 101.10 | 108.64 | 13,673 | 567,762 |

  158. Pay Versus Performance Table

    Explanation of Information in the Columns of the Table: Doug McMillon served as CEO, which is our principal executive officer (“PEO”), for each of the years on the table. The non-PEO Named Executive Officers included when calculating the averages in columns (c) and (d) are as follows:

  159. Pay Versus Performance Table

    | Fiscal 2026 | Fiscal 2025 | Fiscal 2024 | Fiscal 2023 | Fiscal 2022 | | John Furner | John Furner | John Furner | Brett Biggs | Brett Biggs | | John David Rainey | John David Rainey | John David Rainey | John Furner | John Furner | | Suresh Kumar | Suresh Kumar | Suresh Kumar | John David Rainey | Suresh Kumar | | Daniel Danker | Kath McLay | Kath McLay | Suresh Kumar | Judith McKenna | | | Chris Nicholas | Chris Nicholas | Judith McKenna | Kath McLay | | | | | Kath McLay | |

  160. Pay Versus Performance Table

    | 92 | | 2026 Proxy Statement | |

  161. Description of the Relationships Between Executive Compensation Actually Paid and Metrics on the Pay Versus Performance Table

    Description of the Relationships Between Executive Compensation Actually Paid and Metrics on the Pay Versus Performance Table The following graph reflects the relationship between the compensation actually paid for our PEO and for the average of our other NEOs as calculated in accordance with Item 402(v) of Regulation S-K, Walmart’s total shareholder return, and the total shareholder return of the S&P 500 Consumer Discretionary Distribution & Retail Index over the applicable measurement period: The following graph reflects the relationship between the compensation actually paid for our PEO and for the average of our other NEOs as calculated in accordance with Item 402(v) of Regulation S-K, and Walmart’s net income calculated in accordance with GAAP over the applicable measurement period:

  162. Description of the Relationships Between Executive Compensation Actually Paid and Metrics on the Pay Versus Performance Table

    | 94 | | 2026 Proxy Statement | |

  163. Description of the Relationships Between Executive Compensation Actually Paid and Metrics on the Pay Versus Performance Table

    The following graph reflects the relationship between the compensation actually paid for our PEO and for the average of our other NEOs as calculated in accordance with Item 402(v) of Regulation S-K, and Walmart’s net sales calculated in accordance with GAAP over the applicable measurement period:

  164. Tabular List of Most Important Financial Performance Measures Used to Link Compensation Actually Paid to Company Performance

    Tabular List of Most Important Financial Performance Measures Used to Link Compensation Actually Paid to Company Performance As required by Item 402(v) of Regulation S-K, below are the most important financial measures used by Walmart to link compensation actually paid to our NEOs for fiscal 2026 with Walmart’s performance. As described in the CD&A beginning on page 55, the financial performance measures used in our NEO incentive plans are net sales of the total company and/or one of its segments; operating income of the total company and/or one of its segments; and return on investment of the total company, each of which are adjusted to exclude certain items in order to calculate results on a comparable basis from year-to-year. The CD&A describes our pay-for-performance philosophy and provides more information regarding the financial performance measures used in our NEO incentive plans, including the ways in which results calculated for incentive plan purposes differ from our reported financial results.

  165. Tabular List of Most Important Financial Performance Measures Used to Link Compensation Actually Paid to Company Performance

    | Net Sales | | Operating Income | | Return on Investment |

  166. Tabular List of Most Important Financial Performance Measures Used to Link Compensation Actually Paid to Company Performance

    | | 2026 Proxy Statement | | 95 |

  167. What Happens if a Director Nominee Fails to Receive a Majority Vote in an Uncontested Election at the 2026 Annual Shareholders’ Meeting?

    What Happens if a Director Nominee Fails to Receive a Majority Vote in an Uncontested Election at the 2026 Annual Shareholders’ Meeting? Any incumbent director who is a director nominee and who does not receive a majority of the votes cast must promptly tender his or her offer of resignation as a director to the Chairman of the Board for consideration by the Board. Each director standing for election at the 2026 Annual Shareholders’ Meeting has agreed to resign, effective upon acceptance of such resignation by the Board, if he or she does not receive a majority of the votes cast. The Board must accept or reject the resignation offer within 90 days following certification of the shareholder vote in accordance with the procedures established by the Bylaws. If a director’s resignation offer is not accepted by the Board, that director will continue to serve until our company’s next annual shareholders’ meeting and his or her successor is duly elected and qualified or until the director’s earlier death, resignation, or removal. Any director nominee who is not an incumbent director and who fails to receive a majority of the votes cast in an uncontested election will not be elected as a director, and a vacancy will be left on the Board. The Board, in its sole discretion, may either fill a vacancy resulting from a director nominee not receiving a majority of the votes cast pursuant to the Bylaws or decrease the size of the Board to eliminate the vacancy.

  168. What Happens if a Director Nominee Fails to Receive a Majority Vote in an Uncontested Election at the 2026 Annual Shareholders’ Meeting?

    | 114 | | 2026 Proxy Statement | |