Walmart (WMT) 10-K risk factor changes: FY2026 vs FY2025

Failure to successfully execute our [removed: omni-channel] [added: omnichannel] strategy and the cost of our investments in eCommerce and technology may materially adversely affect our market position, net sales and financial performance.

Our strategy, which includes investments in eCommerce, technology, [removed: including the use of artificial intelligence ("AI") and generative AI technologies (which continues to grow and evolve within our Company),] [added: AI,] talent, supply chain automation and enhancements, advertising, acquisitions, joint ventures, [added: new] store [added: and club openings and] remodels and other customer [removed: initiatives] [added: initiatives,] may not adequately or effectively allow us to continue to grow our [removed: eCommerce business,] [added: omnichannel business offerings,] increase comparable [removed: sales,] [added: sales or] maintain or grow our overall market [removed: position or otherwise offset the impact on the growth of our business of a moderated pace of new store and club openings and sustain the current pace of remodels.][added: position.]

The success of this strategy will depend in large measure on our ability to continue building and delivering a seamless [removed: omni-channel] [added: omnichannel] shopping experience and interconnected ecosystem for our customers that deepens and maintains our relationships with our customers across our various businesses and [removed: partnerships and reinforces our overall enterprise strategy.][added: partnerships.]

The success of this strategy is further subject to the related risks discussed in this [Item [removed: 1A](#i55dba7a5534b4e0a8906aac30b2ec33b_40).][added: 1A](#i6e16e33efce1499a82f13fd9f63b74c6_40).]

In addition, a greater concentration of eCommerce sales, including increasing online grocery [removed: sales,] [added: sales and the increasing role of AI-enabled platforms in product search, discovery, advertising and purchasing,] could result in a reduction in the amount of traffic in our stores and clubs, which would, in turn, reduce the opportunities for cross-store or cross-club sales of merchandise that such traffic creates and could reduce our sales within our stores and clubs and materially adversely affect our financial performance.

Our ability to predict and adapt to changing tastes and preferences depends on many factors, including obtaining accurate and relevant data on customer preferences, emphasizing relevant merchandise categories, effectively managing our inventory levels, [removed: and] implementing competitive and effective pricing and promotion strategies.

Price transparency, assortment of products, customer experience, convenience, ease and the speed and cost of shipping are of primary importance to customers and continue to increase in importance, particularly as a result of digital [removed: tools and] [added: tools,] social [removed: media] [added: media, and emerging agentic tools] available to consumers and the choices available to consumers for purchasing products.

[removed: Negative incidents, including the loss of merchandise as a result of shrink or theft, misuse of] AI [removed: technologies] [added: search and discovery results,] or a data breach as a result of a cyberattack could quickly erode trust and confidence in our business and could result in [added: customer dissatisfaction,] consumer boycotts, workforce unrest and government investigations.

[added: For instance, strong opinions continue to be publicly expressed both for] and against [removed: diversity, equity and inclusion] [added: various social] and [removed: ESG] [added: environmental] initiatives and positions taken by many corporations, including Walmart, are tracked, monitored and subject to heightened scrutiny from consumers, investors, advocacy groups and public figures, potentially leading to consumer boycotts, negative publicity campaigns, litigation and reputational harm.

We face strong competition from other retailers, wholesale club operators, [removed: omni-channel] [added: omnichannel] retailers and other businesses which could materially adversely affect our financial performance.

Each of our segments competes for customers, employees, digital prominence, products and services and in other important aspects of its business with many other local, regional, national and global physical, eCommerce and [removed: omni-channel] [added: omnichannel] retailers, social commerce platforms, wholesale club operators and retail intermediaries, [added: and emerging agentic shopping tools and platforms,] as well as companies that offer services in digital advertising, data analytics/insights, fulfillment and delivery services, health and wellness and financial services.

The [removed: omni-channel] [added: omnichannel] retail landscape is highly competitive and rapidly evolving, and the entry of new, well-funded [added: competitors, or more rapid development of AI capabilities and agentic tools by these] competitors [added: to enhance productivity and the shopping experience,] may increase competitive pressures.

We compete in a variety of ways, including the prices at which we sell our merchandise, merchandise selection and availability, services offered to customers, location, store hours, in-store amenities, the shopping convenience and overall shopping experience we offer, the attractiveness and ease of use of our digital platforms, quality and accessibility of data for customers, suppliers, and associates, and cost, speed of and options for accurate delivery to customers of merchandise purchased through our digital platforms or through our [removed: omni-channel] [added: omnichannel] integration of our physical and digital operations.

A failure to respond effectively to [added: these] competitive pressures and changes in the retail and other markets in which we operate, [removed: omni-channel] [added: omnichannel] innovations and [removed: omni-channel] [added: omnichannel] ecosystems developed by our competitors or delays or failure in execution of our strategy could materially adversely affect our financial performance.

[removed: Business](#i55dba7a5534b4e0a8906aac30b2ec33b_16)"] [added: Business](#i6e16e33efce1499a82f13fd9f63b74c6_16)"] above for additional discussion of the competitive [removed: situation of each] [added: landscape] of our [removed: reportable segments.][added: business.]

Such consolidation, or other business combinations or alliances, competitive [removed: omni-channel] [added: omnichannel] ecosystems or reductions in operations may result in competitors with improved financial resources, improved access to merchandise, greater market penetration and other improvements in their competitive positions.

[removed: Higher interest rates, higher prices of petroleum products, including crude oil, natural gas, gasoline and diesel fuel, increased costs for electricity and other energy, weakness in the housing market, inflation, deflation, increased costs of essential services, such as medical care and utilities, higher levels of unemployment, decreases in GDP and] consumer [removed: disposable income, unavailability of consumer] credit, higher consumer debt levels, changes in consumer spending and shopping patterns, fluctuations in currency exchange rates, higher tax rates, imposition of new taxes or other changes in tax laws, changes in healthcare laws, other regulatory changes, the imposition of export and import restrictions, tariffs, trade barriers or other measures that create barriers to or increase the costs associated with international trade, overall economic slowdown or recession and other economic factors in the U.S., or in any of the other markets in which we operate, could adversely affect consumer demand for the products and services we sell in the U.S. or such other markets, change the mix of products we sell to any one or more markets with a lower average gross margin, cause a slowdown in discretionary purchases of goods, adversely affect our net sales, growth rates, operating income and result in slower inventory turnover and greater markdowns of inventory, or otherwise materially adversely affect our operations and operating results and could result in impairment charges to intangible assets, goodwill or other long-lived assets.

The economic factors that affect our operations may also adversely affect the operations of our suppliers, which can result in an increase in the cost to us of the goods we sell to our customers or, in more extreme cases, in certain suppliers not producing [added: goods in the volume typically available to us for sale, or adversely impact product margins due to higher labor and material costs of our suppliers that we are unable, or choose not, to pass on to our customers.]

These arrangements [removed: (such as ONE, our fintech venture)] may not generate the level of sales or profitability we anticipate when entering into the arrangement or may otherwise adversely impact our business and competitive position relative to the results we could have achieved in the absence of such alliance.

A pandemic, epidemic or contagious disease outbreak that affects humans or the food supply, such as the avian flu impact on poultry and egg production could impact our business operations, demand for our products and services, in-stock positions, costs of doing business, access to inventory, supply chain operations, [removed: the extent and duration of measures to try to contain the spread of a virus or other disease (such as travel bans and restrictions, quarantines, shelter-in-place orders, limitations on large gatherings, business and government shutdowns and other restrictions on retailers), our] ability to predict future performance, exposure to litigation and [removed: our] financial performance, among other things.

[removed: These] [added: Natural disasters and weather conditions, which] may include [removed: extreme weather-related events such as] hurricanes, tropical storms, typhoons, floods, wildfires, cyclones, tornadoes, winter storms, droughts, [removed: and] extreme temperatures, [removed: any of which may be exacerbated by] [added: could have] a [added: material adverse effect on our operations and financial performance, and a] changing [removed: climate, as well as other natural disasters such as earthquakes] [added: climate could exacerbate certain of these events] and [removed: tsunamis.][added: conditions.]

Moreover, geopolitical tensions or [removed: events; and catastrophic and other events,] [added: events] such as [removed: war,] [added: war;] civil unrest (including theft, looting or [removed: vandalism),] [added: vandalism);] terrorist [removed: attacks or other] [added: attacks;] acts of violence, including active shooter situations (such as those that have occurred in our U.S. [removed: stores), or the loss of merchandise as a result of shrink] [added: stores);] or [removed: theft] [added: similar disruptions] in countries [removed: in which we operate,] [added: or regions] in which our suppliers [removed: are located] [added: operate] or [removed: regions] [added: through which] goods are transported [removed: from or through, or in other areas of the world (such as in Ukraine and Israel, armed hostilities in the Red Sea and surrounding areas through which ocean carrier vessels travel to the Suez Canal and delays that have occurred traversing the Panama Canal resulting from drought)] could [added: materially] adversely affect our operations and financial performance.

[removed: Any of the events described above could result in physical damage to, or the complete loss of, one or more of our properties, the closure of one or more stores, clubs and distribution or fulfillment centers, limitations on store or club operating hours, the lack of an adequate work force in a market, the inability of customers and associates to reach or have transportation to our] stores and clubs affected by such events, the evacuation of the populace from areas in which our stores, clubs and distribution and fulfillment centers are located, the unavailability of our digital platforms to our customers, [added: and] changes in the purchasing patterns of consumers (including the frequency of visits by consumers to physical retail locations, whether as a result of limitations on large gatherings, travel and movement limitations or [removed: otherwise), temporary or long-term disruption in the supply of products from some suppliers or disruption or delay in the delivery of goods to our distribution and fulfillment centers or stores within a country in which we are operating and could negatively impact our operations and financial performance.][added: otherwise).]

[removed: stores, increases] [added: These events could also lead to temporary or long-term disruption] in [added: our supply chains, including by disrupting or delaying] the [removed: costs] [added: delivery] of [removed: procuring] [added: goods to our distribution and fulfillment centers, stores and customers, negatively impacting consumers' disposable income; reducing the availability of] products [removed: as a result] [added: in our stores; increasing the costs] of [removed: either reduced availability or economic sanctions, increased] [added: procuring products; increasing] transportation costs (whether due to fuel prices, fuel supply or [removed: otherwise), the disruption (whether directly or indirectly) of] [added: otherwise); disrupting] critical infrastructure systems, banking systems, utility services or energy availability to our stores, clubs and our [removed: facilities] [added: facilities;] and [removed: the disruption in our] [added: disrupting] communications with our stores, clubs and our other facilities.

We bear the [added: majority of the costs associated with adaptation and the] risk of losses incurred as a result of physical damage to, or destruction of, any stores, [removed: clubs and] [added: clubs,] distribution or fulfillment [removed: centers;] [added: centers and transportation vehicles and equipment;] theft, loss or spoilage of inventory; and business interruption caused by such events.

Therefore, any of the above matters that uniquely impact or are specifically concentrated in the U.S. could materially adversely affect our financial [removed: and operational performance.][added: condition, results of operations or cash flows.]

[removed: Political] [added: These risks include political] and economic instability, as well as other impactful events and circumstances [removed: (such as we previously experienced (and could experience again) with the pandemic recovery related challenges, including supply chain disruption and production, labor shortages and increases] in [removed: labor costs) in] the countries [added: and regions] in which our suppliers [removed: and their manufacturers] are [removed: located or regions] [added: located,] goods are [removed: transported from or through,] [added: manufactured and located, and through which goods are transported;] the financial instability of [removed: suppliers,] [added: suppliers;] suppliers not having the financial ability or capacity to fulfill their indemnification obligations to us if called upon, thereby exposing us to the full cost of risks and [removed: claims,] [added: claims;] suppliers' failure to meet our terms and conditions or our supplier standards (including our responsible sourcing [removed: standards),] [added: standards);] labor problems experienced by our suppliers and their [removed: manufacturers,] [added: manufacturers;] the availability of raw materials to [removed: suppliers,] [added: suppliers;] extreme weather events impacting the growing, manufacturing, mining and harvesting of commodities and [removed: products,] [added: products;] merchandise safety and quality [removed: issues,] [added: issues;] disruption or delay in the transportation of merchandise from the suppliers and manufacturers to our stores, clubs and other facilities, including as a result of extreme weather or labor [removed: slowdowns and/or strikes at any port at which a material amount of merchandise we purchase enters into the markets in which we operate,] [added: slowdowns;] currency exchange [removed: rates,] [added: rates;] transport availability and [removed: cost,] [added: cost;] transport [removed: security, inflation and other factors relating to the suppliers] [added: security;] and [removed: the countries in which they are located are beyond our control.][added: inflation.]

[added: When a] product we sell does not meet quality or safety standards, there is an increased risk of liability for harm the product may cause our customers.

Our information systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer viruses, ransomware, worms, other malicious computer programs, denial-of-service attacks, security incidents and breaches from a variety of threat actors, including both cybercriminals and nation state-sponsored [removed: actors,] [added: actors and] catastrophic events [removed: such as wildfires, major or extended winter storms, tornadoes, earthquakes and hurricanes, utility outages, usage errors by our associates or contractors and civil or political unrest or armed hostilities.][added: noted above in this [Item 1A](#i6e16e33efce1499a82f13fd9f63b74c6_40).]

If the technology-based systems that give our customers the ability to shop with us online and enable us to deliver products and services do not function effectively, [added: or keep pace with similar offerings of] our [added: competitors, our] operating results, as well as our ability to grow our [removed: omni-channel] [added: omnichannel] business globally, could be materially adversely affected.

[removed: We use] [added: Customers are using digital means, including websites, captive and third-party digital applications,] social media, [removed: online advertising] and [added: emerging agentic platforms to shop with us and our competitors and to do comparison shopping, and we use these digital means along with digital advertising, text messages and] email to interact with our customers and [removed: as a means to] enhance their shopping experience.

As a part of our [removed: omni-channel] [added: omnichannel] sales strategy, we offer various pickup, delivery and shipping programs including options where many products available for purchase online can be picked up by the customer or member at a local Walmart store or Sam's Club, which provides additional customer traffic at such stores and clubs.

[added: Omnichannel] retailing is a rapidly evolving part of the retail industry and of our operations around the world, and we continue to make investments in supply chain automation and enhancements to support our [removed: omni-channel] [added: omnichannel] strategy.

We must anticipate and meet our customers' changing expectations while adjusting for technology investments and developments in our competitors' operations through focusing on the building and delivery of a seamless shopping experience across all channels by each operating [removed: segment.][added: segment, and structuring these offerings in a manner that allows us to maintain a direct relationship with our customers.]

We continue to invest in AI [removed: and generative AI technologies] to enhance our [removed: customers’] [added: customers'] shopping experience and our associate work experience and to improve efficiencies of our supply chain, operations, management functions and talent recruitment and development; however, these are evolving [removed: technologies and] [added: technologies,] there are [removed: inherent operational and legal complexities associated with implementation of these technologies within our business.]

When integrating and introducing AI [removed: and generative AI] technologies into our platforms, processes and systems, we may be exposed to new or expanded liabilities and risks due to elevated governmental scrutiny and monitoring, litigation, data privacy risks and compliance issues in a disparate and at times conflicting regulatory environment, all of which could negatively affect our financial performance and business reputation.

Any disruption or failure on our part to provide attractive, user-friendly and secure digital platforms that offer a wide assortment of merchandise and services at competitive prices and with low cost and rapid delivery options and that continually meet the changing expectations of online shoppers and developments in [removed: online] [added: online, digital,] and [removed: digital platform] [added: agentic] merchandising and related technology in a cost-efficient manner could place us at a competitive disadvantage, result in the loss of eCommerce and other sales, harm our reputation with customers, have a material adverse impact on the growth of our eCommerce business globally and have a material adverse impact on our business and results of operations.

Cyberattacks and threat actors can be sponsored by particular nation-states, or be the work of sophisticated criminal organizations, insiders (including our associates or contractors) or third parties, each with a [removed: wide-range] [added: wide range] of motives and expertise.

As noted above, some of our information systems and those of our third-party service providers have experienced cybersecurity incidents or breaches, including during fiscal [removed: 2025,] [added: 2026,] and, although to date they have not had a material adverse effect on our operating results or business, there can be no assurance of a similar result in the future.

[added: Those attacks involve attempts to impede the operations of] our system or gain unauthorized access to our eCommerce websites (including marketplace platforms) or mobile commerce applications to obtain and misuse customers' or members' information including personal information and/or payment information, and related risks discussed in this [Item [removed: 1A](#i55dba7a5534b4e0a8906aac30b2ec33b_40).][added: 1A](#i6e16e33efce1499a82f13fd9f63b74c6_40).]

The disclosures below reflect our beliefs and opinions as to risk factors that could materially and adversely affect our business operations and our securities in the future.

References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such risk factors have occurred in the past or their likelihood of occurring in the future.

In addition, to remain competitive, we must continue to develop, integrate and scale digital tools, including AI-powered search and discovery platforms and capabilities, useful interfaces and other marketing tools such as third-party recommendation engines, paid search and mobile applications.

Negative incidents, including the loss of merchandise as a result of shrink or theft, ineffective use or misuse of AI technologies, inaccurate, biased or otherwise flawed

Further, the protection of our proprietary rights, including our trademarks, copyrights, domain names, patents and trade secrets, is important to our business.

Effective protection of our proprietary rights may not be available in every jurisdiction in which we offer our products and services, and we may not be able to prevent or deter third parties from infringing or misappropriating our intellectual property, or ensure that third parties will not independently develop equivalent or superior intellectual property rights, which could affect our ability to maintain a competitive advantage and adversely impact our business.

Higher interest rates, higher prices of petroleum products, including crude oil, natural gas, gasoline and diesel fuel, increased costs for electricity and other energy, weakness in the housing market, inflation, deflation, increased costs of essential services, such as medical care and utilities, higher levels of unemployment, decreases in GDP and consumer purchasing power (including from reductions resulting from changes to government programs), unavailability of

The occurrence of these events could result in immediate and longer-term impacts on our operations, including physical damage or loss of properties, the closure of stores, clubs and distribution or fulfillment centers, limited operating hours, workforce shortages and challenges in labor availability, the inability of customers and associates to reach or have transportation to our

We are exposed to a number of risks in our relationships with our suppliers, many of which are beyond our control, and which could adversely impact our operations and financial performance.

As noted above, customers are using digital means, including websites, captive and third-party digital applications, social media, and emerging agentic platforms to shop with us and our competitors and to do comparison shopping, and we use these digital means along with digital advertising, text messages and email to interact with our customers and enhance their shopping experience.

inherent operational and legal complexities associated with implementation of these technologies within our business, and there can be no assurance that these investments will deliver the anticipated benefits, or that we will be able to adopt and leverage these technologies as quickly or effectively as our competitors.

We also collect certain consumer data, which is stored digitally and used to conduct and facilitate our businesses.

Continued advancements and increased use of AI have intensified existing cybersecurity risks by enabling faster and more automated attack techniques, lowering the barrier to creating sophisticated threats, and further compressing the time in which we must detect and respond to potential threats.

Advances in AI are also creating novel categories of cyber threats in which attackers use AI systems to autonomously conduct reconnaissance, generate and tailor exploit code, harvest credentials, craft highly convincing social‑engineering content, and execute large‑scale intrusion or extortion campaigns with minimal human involvement.

Such attacks, if successful, may result in potential data and personal

Security-related events could be widely publicized and could materially adversely affect our reputation with our customers, members, associates, vendors and shareholders, could harm our competitive position particularly with respect to our eCommerce operations, and

A growing patchwork of AI laws and targeted privacy and consumer protection statutes may also create varying obligations around notice, customer rights and appeals, data minimization, restrictions on sensitive data, targeted advertising and certain forms of profiling, and these requirements continue to evolve.

currencies into U.S. dollars using exchange rates for the current period.

Any such violations, even if prohibited by our

If we are unable to successfully manage the various impacts that changes in these tax and trade policies have on our business, our results of operations and financial performance could be impacted.

We experienced the impacts noted above during fiscal 2026 as a result of incremental import tariffs.

We expect the dynamic tariff environment to continue, including in fiscal 2027, and cannot predict with certainty the future impact that this environment will have on our results of operations or financial performance, which could be material.

In particular, the OECD's Global Minimum Tax (Pillar Two) has become effective in many jurisdictions where we operate and continues to evolve through ongoing legislative and administrative guidance.

These rules are complex, and may require significant data, systems and process changes to comply.

these laws and legal requirements may be subject to frequent or increasing challenges.

Governmental and societal attention to social and environmental matters, including expanding mandatory and voluntary reporting diligence, and disclosure topics such as climate change, sustainability (including with respect to our supply chain),

We obtained CAC approval in September 2023 and are required to reapply by August 2026.

For example, we are increasingly named as a defendant in cases that allege novel theories of personal injury or economic loss from consumer products, including multidistrict litigation relating to acetaminophen and baby food.

We are increasingly named as a defendant in cases that involve allegations relating to the retail prices charged to customers and costs we negotiate with suppliers.

These cases include purported class actions under federal and state antitrust and competition, consumer protection and related laws brought by customers, retailers and others, including cases related to our wholesale purchase and retail sale of batteries and soft drinks.

Claims for insurance-related liabilities, such as workers' compensation, general liability, auto liability, product liability and certain employee-related healthcare benefits, are funded predominantly through self-insurance.

Insurance coverage is maintained for certain risks to limit exposures arising from significant losses.

The types and amounts of insurance may vary from time to time based on our risk-management strategy, risk tolerance, regulatory requirements, market conditions and other factors.

Significant claims or events, regulatory changes, a substantial rise in costs of health care or costs to maintain our insurance or the failure to maintain adequate insurance coverage could have an adverse impact on our financial condition and results of operations.

Although we maintain specific coverages for catastrophic property losses, we still bear a significant portion of the risk of losses incurred as a result of any physical damage to, or the destruction of, any stores, warehouses, depots, manufacturing or home office facilities, loss or spoilage of inventory, and business interruption.

Such losses could materially impact our cash flows and results of operations.

For specific details and information on certain claims and litigation matters to which we are party and that could impact our business, financial position, results of operations or cash flows, see the disclosures set forth below under the caption "[Item 3.

For instance, strong opinions continue to be publicly expressed both for

goods in the volume typically available to us for sale, or adversely impact product margins due to higher labor and material costs of our suppliers that we are unable, or choose not, to pass on to our customers.

Natural disasters, weather conditions, geopolitical tensions and other catastrophic events may have a material adverse effect on our operations and financial performance.

In fiscal 2025, Hurricanes Helene and Milton impacted our stores, operations and supply chains in the Southeastern U.S., although such events did not materially impact our consolidated financial performance.

Moreover, these disasters and events can negatively impact consumers' disposable income, the temporary or long-term disruption in the supply of products from some suppliers, the disruption in the transport of goods from overseas, the disruption or delay in the delivery of goods to our distribution and fulfillment centers or stores within a country in which we are operating, the reduction in the availability of products in our

Furthermore, the long-term impacts of climate change, whether involving physical risks (such as extreme weather conditions, drought or rising sea levels) or transition risks (such as regulatory or technology changes) may be widespread and are unpredictable.

Certain impacts of physical risk may include: temperature changes that increase the heating and cooling costs at stores, clubs and distribution or fulfillment centers; extreme weather patterns that affect the production or sourcing of certain commodities; flooding and extreme storms that damage or destroy our buildings and inventory; disruption of electrical grids or utilities required to operate our stores, clubs and information systems; and heat and extreme weather events that cause long-term disruption or threats to the habitability of the communities in which we operate.

Relative to transition risk, certain impacts may include: changes in energy and commodity prices driven by climate-related weather events; prolonged climate-related events affecting macroeconomic conditions with related effects on consumer spending and confidence; stakeholder perception of our engagement in climate-related policies; and new regulatory requirements resulting in higher compliance risk and operational costs.

When a

Increasingly, customers are using computers, tablets and smart phones to shop with us and with our competitors and to do comparison shopping.

Omni-channel

Further, we recently acquired VIZIO Holding Corp. and its subsidiaries, which collects certain consumer data, including certain television viewing data.

Some of this information is stored digitally in connection with the digital platforms and technologies that we use to conduct and facilitate our various businesses.

Those attacks involve attempts to impede the operations of

services into a series of interconnected assets to make it seamless for customers to interact with us.

pharmaceuticals.

Any such actions, including the imposition of further tariffs on imports could increase the cost to us of such merchandise (whether imported directly or indirectly) and cause increases in the prices at which we sell such merchandise to our customers, which could materially adversely affect the financial performance of our U.S. and international operations as well as our business.

These changes could include modifications that have temporary effect and more permanent changes.

In particular, the OECD's Pillar Two initiative introduces a 15% global minimum tax applied on a country-by-country basis, which became effective in many jurisdictions in which we operate starting January 1, 2024.

and interoperability of data, including obligations and restrictions related to health information (such as those imposed under HIPAA); protection of consumer health data; billing and coding for healthcare services and properly handling overpayments; debt collection; necessity and adequacy of healthcare services; relationships with referral sources and referral recipients and other fraud and abuse issues, such as those addressed by anti-kickback and false claims laws and patient inducement regulations; qualification of healthcare practitioners; quality and standards of medical services and equipment; and the practice of the professions of pharmacy and optometry.

expenses to comply, which we anticipate will continue in the future.

For example, in the case of noncompliance with a material provision of the GDPR (such as non-adherence to the core principles of processing personal data), regulators have the authority to levy a fine in an amount that is up to the greater of €20 million or 4% of global annual turnover (i.e., revenue) in the prior year.

Further, PIPL took effect in China in November 2021.

Walmart obtained CAC approval in September 2023.

Fines for PIPL violations range from approximately RMB 50 million to up to 5% of the infringing company's previous year's revenues generated from within China.

We acquired VIZIO Holding Corp. and its subsidiaries (collectively "VIZIO") in December 2024.

As part of its business, VIZIO collects certain consumer data, including viewing data from its opted-in internet-connected televisions.

In 2017, VIZIO stipulated to the entry of a judgment in federal district court with the Federal Trade Commission and the New Jersey Attorney General to settle alleged violations related to certain of its business practices (the "VIZIO Order").

divested.

We have been responding to subpoenas, information requests and investigations from governmental entities related to nationwide controlled substance dispensing and distribution practices involving opioids.

We are a defendant in numerous litigation proceedings related to opioids, including the multidistrict litigation entitled In re National Prescription Opiate Litigation (MDL No. 2804) currently pending in the U.S. District Court for the Northern District of Ohio, cases pending in various state and federal courts, and a lawsuit filed against us by the U.S. Department of Justice in the District of Delaware in 2020.

We cannot predict the ultimate number of opioids-related claims that may be filed or their outcomes and cannot reasonably estimate any loss or range of loss that may arise from opioids-related matters.

In addition, we have been responding to subpoenas, information requests and investigations from governmental entities regarding the independent contractor classification of drivers and payment and operational practices with respect to our driver platform, as well as defending putative class and representative action civil litigation relating to driver classification and defending other civil litigation and arbitration claims in connection with the driver platform.

On December 23, 2024, the Consumer Financial Protection Bureau ("CFPB") filed a lawsuit against the Company and Branch Messenger, Inc. in the District of Minnesota alleging the Company violated the Consumer Financial Protection Act by allegedly requiring independent contractor drivers on the Spark platform to receive payments through a financial product offered by Branch.

The CFPB seeks an injunction and unspecified restitution, damages and civil penalties.

On February 20, 2025, the Court entered an order that indefinitely stays the case and vacates all deadlines.

We cannot predict the outcome of the investigations by the governmental entities or the civil litigation and arbitration matters.

In July 2021, the Directorate of Enforcement in India issued a show cause notice to Flipkart Private Limited and one of its subsidiaries ("Flipkart"), and to unrelated companies and individuals, including certain current and former shareholders and directors of Flipkart.

The notice requests the recipients to show cause as to why further proceedings under India's Foreign Direct Investment rules and regulations (the "Rules") should not be initiated against them based on alleged violations during the period from 2009 to 2015, prior to our acquisition of a majority stake in Flipkart in 2018 (the "Notice"), in addition to more recent requests for information from the Directorate of Enforcement to Flipkart for periods prior and subsequent to April 2016 regarding the Rules, including the most recent request in February 2025 (the "Requests").

The Notice is an initial stage of proceedings under the Rules which could, depending upon the conclusions at the end of the initial stage, lead to a hearing to consider the merits of the allegations described in the Notice.

This discussion, which presents our results for the fiscal years ended January 31, [removed: 2025] [added: 2026] ("fiscal [removed: 2025"),] [added: 2026"),] January 31, [removed: 2024] [added: 2025] ("fiscal [removed: 2024")] [added: 2025")] and January 31, [removed: 2023] [added: 2024] ("fiscal [removed: 2023"),] [added: 2024"),] should be read in conjunction with our Consolidated Financial Statements and the accompanying notes.

We measure the eCommerce sales impact by including all sales initiated digitally, including [removed: omni-channel] [added: omnichannel] transactions which are fulfilled through our stores and clubs as well as certain other business offerings that are part of our ecosystem, such as our advertising net sales.

[removed: Further information] [added: Information] on [removed: the factors] [added: certain risks, factors, and uncertainties] that can affect our operating results and [removed: on certain risks to our Company and] an investment in [removed: its] [added: our] securities can be found herein under "[Item 1A.

Risk [removed: Factors](#i55dba7a5534b4e0a8906aac30b2ec33b_40)."][added: Factors](#i6e16e33efce1499a82f13fd9f63b74c6_40)."]

Those pricing strategies [removed: include] [added: include,] but are not limited to: absorbing cost increases instead of passing those cost increases on to our customers and members; reducing prices in certain merchandise categories; focusing on opening price points for certain food categories; and when necessary, passing cost increases on to our customers and members.

We expect continued uncertainty in our business and the global economy due to [removed: inflationary trends;] [added: the following factors:] tariffs and trade restrictions; [added: inflationary trends;] fluctuations in global currencies; swings in macroeconomic conditions and their effect on consumer confidence; [removed: volatility] [added: changes] in employment trends; [added: volatility in fuel prices;] and supply chain pressures, any of which may impact our results.

For a detailed discussion on results of operations by reportable segment, refer to "[Results of [removed: Operations](#i55dba7a5534b4e0a8906aac30b2ec33b_106)"] [added: Operations](#i6e16e33efce1499a82f13fd9f63b74c6_91)"] below.

- Growth - serve customers through a seamless [removed: omni-channel] [added: omnichannel] experience;

Our objective of prioritizing growth means we will focus on serving customers and members however they want to shop through our [removed: omni-channel] [added: omnichannel] business model.

This includes increasing comparable store and club sales through increasing membership at Sam's Club U.S. and through Walmart+, accelerating eCommerce sales growth and expansion of [removed: omni-channel] [added: omnichannel] initiatives that complement our strategy.

[removed: However, when we discuss] [added: Our discussion of] our comparable sales [removed: below, we are referring] [added: below refers] to our calendar comparable sales calculated using our fiscal calendar, which may result in differences when compared to comparable sales using the retail [removed: calendar.][added: calendar (also known as the 4-5-4 calendar) as provided in our quarterly earnings releases.]

Calendar comparable sales, as well as the impact of fuel, for fiscal [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] were as follows:

| | | | | | | [removed: 2025 | | | | | | 2024] [added: 2026] | | | | | | 2025 | | | | | | 2024 | | |

| Walmart U.S. | | | | | | [removed: 4.8%] [added: 4.3%] | | | | | | [removed: 5.5%] [added: 4.8%] | | | | | | [removed: (0.1)%] [added: 0.0%] | | | | | | (0.1)% | | |

| Sam's Club U.S. | | | | | | [removed: 4.7%] [added: 2.9%] | | | | | | [removed: 2.3%] [added: 4.7%] | | | | | | [removed: (1.5)%] [added: (1.9)%] | | | | | | [removed: (2.6)%] [added: (1.5)%] | | |

[removed: Comparable] [added: Net] sales [removed: in] [added: for] the [removed: U.S., including fuel,] [added: Walmart U.S. segment] increased [removed: 4.8%] [added: $20.6 billion or 4.4%] and [removed: 4.9% in] [added: $20.6 billion or 4.7% for] fiscal [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively, when compared to the previous fiscal year.

Walmart U.S. comparable sales increased [removed: 4.8%] [added: 4.3%] and [removed: 5.5%] [added: 4.8%] in fiscal [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively.

For fiscal 2025, comparable sales [removed: growth was] [added: were] driven by growth in transactions and unit volumes, with strong sales in grocery and health and wellness.

[removed: Comparable sales at] Sam's Club U.S. [added: comparable sales] increased [removed: 4.7%] [added: 2.9%] and [removed: 2.3%] [added: 4.7%] in fiscal [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively.

[removed: For fiscal 2025, Sam's Club U.S. comparable] [added: Comparable] sales [removed: increased due to] [added: in fiscal 2025 were driven by] growth in transactions and unit volumes, with strong sales in grocery and health and wellness.

Additionally, fiscal [removed: 2025] [added: 2026] and [removed: 2024] [added: 2025] growth was partially offset by lower fuel [added: sales, negatively impacting comparable] sales [added: by 1.9% and 1.5%, respectively,] primarily due to lower [removed: market] [added: fuel] prices.

Sam's Club U.S. eCommerce sales positively contributed approximately [removed: 2.3%] [added: 3.3%] and [removed: 1.7%] [added: 2.3%] to comparable sales for fiscal [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively, which [removed: was primarily driven by club-fulfilled curbside pickup and delivery.][added: reflects continued strength in member engagement with omnichannel offerings.]

Additionally, we focus on our mix of businesses, including expanding our ecosystem in higher margin areas, such as digital [removed: advertising and marketplace.][added: advertising.]

| *(Amounts in millions, except unit counts)* | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | |

| Net sales | | | | | | $ | [added: 706,413 | | | | | $ |] 674,538 | | | | | $ | 642,637 | |

| Percentage change from comparable period | | | | | | [added: 4.7 | | % | | | |] 5.0 | | % | | | | 6.1 | | % |

| Gross profit(1) as a percentage of net sales | | | | | | [removed: 24.1] [added: 24.2] | | % | | | | [removed: 23.7] [added: 24.1] | | % |

| Operating expenses as a percentage of net sales | | | | | | [removed: 20.7] [added: 20.9] | | % | | | | [removed: 20.4] [added: 20.7] | | % |

| Operating income | | | | | | [removed: $] [added: 29,825] | [added: | | | | |] 29,348 | | | | | [removed: $] | 27,012 | | [added: |]

| Operating income as a percentage of net sales | | | | | | [removed: 4.4] [added: 4.2] | | % | | | | [removed: 4.2] [added: 4.4] | | % |

[removed: (1) Gross] [added: (1)Gross] profit defined as net sales less cost of sales.

Gross profit as a percentage of net sales ("gross profit rate") increased [removed: 40] [added: 8] and [removed: 27] [added: 40] basis points for fiscal [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively, when compared to the previous fiscal year.

The [removed: increases were] [added: increase for fiscal 2025 was] primarily [removed: driven by the Walmart U.S. segment,] due to managing prices aligned to our competitive historic price [removed: gaps, as well as] [added: gaps and] growth in higher margin [removed: businesses globally,] [added: businesses,] partially offset by [added: product] mix shifts into lower margin [removed: merchandise] categories.

Operating expenses as a percentage of net sales increased [removed: 36] [added: 20] and [removed: decreased 60] [added: 36] basis points for fiscal [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively, when compared to the previous fiscal year.

Operating income as a percentage of net sales [added: decreased 13 basis points for fiscal 2026 and] increased 15 [removed: and 83] basis points for fiscal [removed: 2025 and 2024,] [added: 2025,] respectively, [added: primarily] due to the factors described [removed: above, as well as from] [added: above and] strong growth in membership income globally.

In addition, we provide returns in the form of share repurchases and dividends, which are discussed in the [Liquidity and Capital [removed: Resources](#i55dba7a5534b4e0a8906aac30b2ec33b_118)] [added: Resources](#i6e16e33efce1499a82f13fd9f63b74c6_103)] section.

Our calculation of ROI is considered a non-GAAP financial measure because [removed: we calculate ROI using] [added: it uses] financial measures that [removed: exclude and include amounts that are included and excluded] [added: differ from those used] in ROA, the most directly comparable GAAP financial measure.

ROA was [removed: 7.9%] [added: 8.2%] and [removed: 6.6%] [added: 7.9%] for fiscal [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively.

The increase in ROA was primarily due to an increase in [removed: consolidated] net income [removed: during the trailing 12 month period,] as a result of [removed: higher operating income and changes] [added: net increases] in the fair value of our equity and other [removed: investments.][added: investments combined with higher operating income, offset by an increase in average total assets due to higher purchases of property and equipment.]

ROI was [removed: 15.5%] [added: 15.1%] and [removed: 15.0%] [added: 15.5%] for fiscal [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] respectively.

*Recent Developments, Macroeconomic Conditions and Potential Impacts*

While we operate in a highly dynamic tariff environment, less than one third of what we sell in the U.S. is imported, with most of our imports coming from China, Mexico, Vietnam, India and Canada.

In July 2025, the One Big Beautiful Bill Act (the "OBBB Act") was enacted, introducing a series of corporate tax changes in the U.S., including 100% bonus depreciation on qualified property and full expensing for research and development expenditures.

The impacts of the OBBB Act were not material to our income tax expense or effective tax rate.

Certain provisions decreased cash taxes paid in fiscal 2026 and may change the timing of cash tax payments in future periods.

| | | | | | | 2026 | | | | | | 2025 | | | | | | 2026 | | | | | | 2025 | | |

Comparable sales in fiscal 2026 were driven by growth in average ticket and transactions, and also reflected growth in unit volumes and strength in all merchandise categories.

This growth reflects continued strength in customer and Walmart+ member engagement with omnichannel offerings, and was primarily driven by store-fulfilled pickup and delivery.

The increase in fiscal 2026 was primarily driven by the Walmart U.S. segment, due to disciplined inventory management, as well as growth in higher margin businesses globally.

The increase in fiscal 2025 was primarily driven by the Walmart U.S. segment, due to managing prices aligned to our competitive historic price gaps, as well as growth in higher margin businesses globally.

In both years, the increases were partially offset by mix shifts into lower margin merchandise categories across segments, as well as ongoing channel and format mix shifts in the Walmart International segment.

The increase for fiscal 2026 was primarily due to higher self-insured general liability claims expense in the U.S. of approximately $0.9 billion, influenced by rising costs to resolve claims across retail and related industries, a charge of $0.7 billion related to modification of certain share-based compensation arrangements for our PhonePe subsidiary and increased depreciation related to our capital investments.

| *(Amounts in millions)* | | | | | | 2026 | | | | | | 2025 | | |

| Operating income | | | | | | $ | 29,825 | | | | | $ | 29,348 | |

| Average total assets(1) | | | | | | $ | 272,746 | | | | | $ | 256,611 | |

ROI benefited from increased operating income due to improved business performance, which was partially offset by the incremental non-cash share-based compensation charge at PhonePe as well as certain legal matters and other business restructuring charges.

The increase in net cash provided by operating activities in fiscal 2026 is primarily due to an increase in cash provided by operating income, lower cash tax payments and the timing of certain payments.

In fiscal 2026, growth was primarily driven by increases in average ticket and transactions, and also reflected growth in unit volumes, while fiscal 2025 growth was primarily driven by higher transactions and unit volumes.

Both years include strength in eCommerce as well as strong sales in grocery and health and wellness, with fiscal 2026 also benefiting from improved sales in general merchandise.

The increase in fiscal 2026 was primarily driven by the Walmart U.S. segment, due to disciplined inventory management, as well as growth in higher margin businesses globally.

The increase in fiscal 2025 was primarily driven by the Walmart U.S. segment, due to managing prices aligned to our competitive historic price gaps, as well as growth in higher margin businesses globally.

In both years, the increases were partially offset by mix shifts into lower margin merchandise categories across segments, as well as ongoing channel and format mix shifts in the Walmart International segment.

The increase for fiscal 2026 was primarily due to higher self-insured general liability claims expense in the U.S. of approximately $0.9 billion, influenced by rising costs to resolve claims across retail and related industries, a charge of $0.7 billion related to modification of certain share-based compensation arrangements for our PhonePe subsidiary and increased depreciation related to our capital investments.

The increase in effective income tax rate in fiscal 2026 compared to fiscal 2025 is primarily due to the share-based compensation charge recorded at the Company's PhonePe subsidiary, which provided no tax benefit.

Comparable sales in fiscal 2026 were driven by growth in average ticket and transactions, and also reflected growth in unit volumes and strength in all merchandise categories.

Walmart U.S. eCommerce sales positively contributed approximately 4.3% and 2.9% to comparable sales for fiscal 2026 and 2025, respectively.

This growth reflects continued strength in customer and Walmart+ member engagement with omnichannel offerings, and was primarily driven by store-fulfilled pickup and delivery.

Membership and other income increased slightly for fiscal 2026 and increased $0.6 billion for fiscal 2025.

In both years, the increases were primarily driven by double-digit growth in membership fee revenue from Walmart+.

For fiscal 2026, the increase was partially offset by decreases in certain other income items, including a reduction in recycling income.

Fiscal 2025 also benefited from higher recycling income compared to the previous fiscal year.

The increase for fiscal 2026 was primarily due to higher self-insured general liability claims expense and increased depreciation related to our capital investments.

| *(Dollar amounts and retail square feet in millions)* | | | | | | 2026 | | | | | | 2025 | | | | | | 2024 | | | | | | | | |

Net sales growth was primarily due to positive comparable sales growth across our international markets, which includes strong eCommerce growth of $6.3 billion and $4.7 billion for fiscal 2026 and 2025, respectively.

The increases were partially offset by negative fluctuations in currency exchange rates of $2.8 billion and $3.2 billion for fiscal 2026 and 2025, respectively.

For fiscal 2026, the decrease was primarily due to ongoing channel and format mix shifts, as well as strategic growth investments in price and delivery capabilities, partially offset by growth in higher margin businesses.

The increase for fiscal 2026 was primarily due to a charge of $0.7 billion related to PhonePe's modification of certain share-based payment arrangements in contemplation of a potential public offering (refer to [Note 3](#i6e16e33efce1499a82f13fd9f63b74c6_151)), partially offset by strong sales as well as format mix shifts.

| *(Dollar amounts and retail square feet in millions)* | | | | | | 2026 | | | | | | 2025 | | | | | | 2024 | | | | | | | | |

Additionally, fiscal 2026 and 2025 growth was partially offset by lower fuel sales, negatively impacting comparable sales by 1.9% and 1.5%, respectively, primarily due to lower fuel prices.

Sam's Club U.S. eCommerce sales positively contributed approximately 3.3% and 2.3% to comparable sales for fiscal 2026 and 2025, respectively, which reflects continued strength in member engagement with omnichannel offerings.

Management also measures the results of comparable store and club sales, or comparable sales, a metric that indicates the performance of our existing stores and clubs by measuring the change in sales for such stores and clubs, for a particular period from the corresponding prior year period.

Sales at a store that has changed in format are excluded from comparable sales when the conversion of that store is accompanied by a relocation or expansion that results in a change in the store's retail square feet of more than 5%.

Sales related to divested businesses are excluded from comparable sales, and sales related to acquisitions are excluded until such acquisitions have been owned for 12 months.

Volatility in currency exchange rates have impacted and may continue to impact the results, including net sales and operating income, of the Company and the Walmart International segment.

We have taken certain strategic actions across our segments, including an increased emphasis on investments in automation and supply chain as well as diversifying our earnings streams through category and business mix.

In December 2024, the Walmart U.S. segment completed the acquisition of VIZIO Holding Corp. for net cash consideration of $1.9 billion.

Additionally, we have taken actions in the Walmart International segment to reshape our portfolio including the following highlights over the last three years:

- In November 2022, we completed the buyout of the noncontrolling interest shareholders of our Massmart subsidiary (Refer to [Note 3](#i55dba7a5534b4e0a8906aac30b2ec33b_166)) and in December 2022, we exited operations in certain countries in Africa.

- In December 2022, we increased our ownership in PhonePe as part of the separation from our majority-owned Flipkart subsidiary.

Refer to [Note 3](#i55dba7a5534b4e0a8906aac30b2ec33b_166).

- In August 2024, we sold our equity investment in JD.com for net proceeds of $3.6 billion.

Refer to [Note 8](#i55dba7a5534b4e0a8906aac30b2ec33b_184).

We operate in a highly competitive omni-channel retail industry in all of the markets we serve.

We face strong sales competition from other discount, department, drug, dollar, variety and specialty stores, warehouse clubs and supermarkets, as well as eCommerce, health and wellness, financial services, advertising and data service businesses.

Many of these competitors are national, regional or international chains or have a national or international omni-channel or eCommerce presence.

We compete with a number of companies for attracting and retaining quality associates.

We, along with other retail companies, are influenced by a number of factors including, but not limited to: catastrophic events, weather and other risks related to climate change, global health epidemics and pandemics, competitive pressures, consumer disposable income, consumer debt levels and buying patterns, consumer credit availability, disruptions in supply chain, inventory management, cost and availability of goods, currency exchange rate fluctuations, customer preferences, inflation, deflation, fuel and energy prices, general economic

conditions, insurance costs, interest rates, labor availability and costs, tax rates, the imposition of tariffs, cybersecurity attacks and unemployment.

We are committed to helping customers save money and live better through everyday low prices, supported by everyday low

costs.

The retail industry generally reports comparable sales using the retail calendar (also known as the 4-5-4 calendar).

To be consistent with the retail industry, we provide comparable sales using the retail calendar in our quarterly earnings releases.

| Total U.S. | | | | | | 4.8% | | | | | | 4.9% | | | | | | (0.3)% | | | | | | (0.6)% | | |

For fiscal 2024, comparable sales growth was driven by growth in transactions combined with growth in average ticket, including strong sales in grocery and health and wellness.Walmart U.S. eCommerce sales positively contributed approximately 2.9% and 2.6% to comparable sales for fiscal 2025 and 2024, respectively, which was primarily driven by store-fulfilled pickup and delivery.

Sam's Club U.S. comparable sales for fiscal 2024 increased due to growth in transactions and average ticket,

including strong sales in grocery and health and wellness.

Additionally, the increase in fiscal 2024 benefited from lapping higher markdowns incurred in the prior year.

The decrease for fiscal 2024 was primarily due to lapping charges of $3.3 billion related to opioid-related legal settlements and $0.8 billion related to the reorganization and restructuring of certain businesses in the Walmart International segment in the prior year.

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

We had net cash provided by operating activities of $36.4 billion, $35.7 billion and $28.8 billion for fiscal 2025, 2024 and 2023, respectively.

We generated free cash flow of $12.7 billion, $15.1 billion and $12.0 billion for fiscal 2025, 2024 and 2023, respectively.

The higher effective tax rate in fiscal 2023 compared to fiscal 2025 and fiscal 2024 is primarily related to the tax impacts of the separation of Flipkart and PhonePe.

Membership and other income increased $0.6 billion and $0.1 billion for fiscal 2025 and fiscal 2024, primarily driven by growth in membership fee income from Walmart+ and recycling income.

The increase in fiscal 2024 gross profit rate was primarily due to managing prices aligned to our competitive historic price gaps and lapping higher net markdowns incurred in the prior year, partially offset by product mix shifts into lower margin categories.

For fiscal 2024, the increase was driven by higher variable pay relative to the prior year as a result of exceeding our planned performance.

For fiscal 2025, the increase was primarily due to positive comparable sales in all of our international markets, which included strength in eCommerce, partially offset by negative fluctuations in currency exchange rates of $3.2 billion.

For fiscal 2024, the increase was primarily due to positive comparable sales across our international markets and positive fluctuations in currency exchange rates of $3.0 billion.

For fiscal 2024, the increase was primarily driven by supply chain efficiencies partially offset by ongoing channel and format mix shifts.

The decrease in operating expenses as a percentage of segment net sales for fiscal 2024, was primarily due to the lapping of business reorganization and restructuring charges incurred related to Flipkart and Massmart in fiscal 2023 and an increase in sales in fiscal 2024.

For fiscal [removed: 2025,] [added: 2026,] the net fair value of our interest rate swaps increased [removed: $43 million] [added: $0.2 billion] primarily due to fluctuations in market interest rates.

The weighted-average variable rates are based upon prevailing market rates as of January 31, [removed: 2025.][added: 2026.]

| *(Amounts in millions)* | | | | | | Fiscal [removed: 2026] [added: 2027] | | | | | | Fiscal [removed: 2027] [added: 2028] | | | | | | Fiscal [removed: 2028] [added: 2029] | | | | | | Fiscal [removed: 2029] [added: 2030] | | | | | | Fiscal [removed: 2030] [added: 2031] | | | | | | Thereafter | | | | | | Total | | |

| Variable rate | | | | | | $ | [removed: 3,068] [added: 6,596] | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: 3,068] [added: 6,596] | |

| Weighted-average interest rate | | | | | | [removed: 5.3] [added: 4.0] | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | [removed: 5.3] [added: 4.0] | | % |

| Weighted-average interest rate | | | | | | [removed: 3.8] [added: 2.5] | | % | | | | [removed: 2.5] [added: 3.8] | | % | | | | [removed: 3.6] [added: 3.0] | | % | | | | [removed: 3.1] [added: 4.2] | | % | | | | [removed: 4.2] [added: 5.3] | | % | | | | 4.4 | | % | | | | [removed: 4.0] [added: 4.1] | | % |

| Fixed to variable | | | | | | $ | — | | | | | $ | — | | | | | $ | [removed: —] [added: 1,250] | | | | | $ | [removed: 1,250] [added: 1,052] | | | | | $ | [removed: 1,052] [added: 469] | | | | | $ | [removed: 2,469] [added: 2,000] | | | | | $ | 4,771 | |

| Weighted-average receive rate | | | | | | — | | % | | | | — | | % | | | | [removed: —] [added: 1.5] | | % | | | | [removed: 1.5] [added: 3.0] | | % | | | | [removed: 3.0] [added: 7.6] | | % | | | | [removed: 2.9] [added: 1.8] | | % | | | | 2.5 | | % |

[removed: (1) Includes] [added: (1)Includes] deferred loan costs, discounts, fair value hedges, foreign-held debt and secured debt.

As of January 31, [removed: 2025,] [added: 2026,] our variable rate borrowings, including the effect of our commercial paper and interest rate swaps, represented [removed: 20%] [added: 27%] of our total short-term and long-term debt.

Based on January 31, [removed: 2025] [added: 2026] debt levels, a 100 basis point change in prevailing market rates would cause our annual interest costs to change by approximately $0.1 billion.

For fiscal [removed: 2025,] [added: 2026,] movements in currency exchange rates and the related impact on the translation of the balance sheets resulted in the [removed: $2.2] [added: $0.8] billion net [removed: loss] [added: gain] in the currency translation and other category of accumulated other comprehensive loss.

The aggregate fair value of these swaps was in a liability position of [removed: $1.4] [added: $0.9] billion and [removed: $1.3] [added: $1.4] billion as of January 31, [removed: 2025] [added: 2026] and January 31, [removed: 2024,] [added: 2025,] respectively.

The change in the fair value of these swaps was due to fluctuations in currency exchange rates, primarily due to the [removed: weakening] [added: strengthening] of certain currencies relative to the U.S. dollar in fiscal [removed: 2025.][added: 2026.]

The hypothetical result of a uniform 10% weakening in the value of the U.S. dollar relative to other currencies underlying these swaps would have resulted in a change in the value of the swaps of [removed: $0.6] [added: $0.7] billion.

A hypothetical 10% change in interest rates underlying these swaps from the market rates in effect as of January 31, [removed: 2025] [added: 2026] would have resulted in a change in the value of the swaps of $0.1 billion.

As of January 31, [removed: 2025,] [added: 2026,] a hypothetical 10% change in the stock price of such investments would have changed the fair value of such investments by approximately [removed: $0.3] [added: $0.4] billion.

| Fixed rate | | | | | | $ | 3,542 | | | | | $ | 2,487 | | | | | $ | 3,389 | | | | | $ | 2,143 | | | | | $ | 2,600 | | | | | $ | 23,255 | | | | | $ | 37,416 | |

| Variable rate | | | | | | $ | — | | | | | $ | 750 | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 750 | |

| Weighted-average interest rate | | | | | | — | | % | | | | 4.1 | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | — | | % | | | | 4.1 | | % |

| Weighted-average pay rate | | | | | | — | | % | | | | — | | % | | | | 4.0 | | % | | | | 5.4 | | % | | | | 9.8 | | % | | | | 4.1 | | % | | | | 4.9 | | % |

As of January 31, 2026, the fair value of these investments was $4.5 billion.

Refer to [Note 7](#i6e16e33efce1499a82f13fd9f63b74c6_169) for details.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Fixed rate | | | | | | $ | 2,598 | | | | | $ | 3,451 | | | | | $ | 1,741 | | | | | $ | 3,340 | | | | | $ | 1,955 | | | | | $ | 22,914 | | | | | $ | 35,999 | |

| Weighted-average pay rate | | | | | | — | | % | | | | — | | % | | | | — | | % | | | | 4.7 | | % | | | | 6.1 | | % | | | | 5.9 | | % | | | | 5.6 | | % |

The amounts of gains and losses included in earnings from fair value changes for these investments are recorded within other gains and losses and, along with certain other immaterial investment activity, resulted in a net loss of $0.8 billion in fiscal 2025 primarily due to net decreases in the underlying stock prices of these investments.

As of January 31, 2025, the fair value of our equity investments, including certain immaterial equity method investments where we have elected the fair value option, measured on a recurring basis was $3.0 billion.

Walmart Inc. ("Walmart," the "Company" or "we") is a people-led, technology-powered [removed: omni-channel] [added: omnichannel] retailer dedicated to helping people around the world save money and live better by providing the opportunity to shop in both retail stores and through eCommerce, and to access our other service offerings.

Through innovation, we strive to continuously improve a customer-centric experience that seamlessly integrates our eCommerce and retail stores in an [removed: omni-channel] [added: omnichannel] offering that saves time for our customers.

Each week, we serve approximately [removed: 270] [added: 280] million customers who visit more than [removed: 10,750] [added: 10,900] stores [added: in 19 countries] and [added: through our] numerous eCommerce websites [removed: in 19 countries.][added: and mobile applications.]

Our discussion is as of, and for the fiscal years ended, January 31, [removed: 2025] [added: 2026] ("fiscal [removed: 2025"),] [added: 2026"),] January 31, [removed: 2024] [added: 2025] ("fiscal [removed: 2024")] [added: 2025")] and January 31, [removed: 2023] [added: 2024] ("fiscal [removed: 2023").][added: 2024").]

During fiscal [removed: 2025,] [added: 2026,] we generated total revenues of [removed: $681.0] [added: $713.2] billion, which primarily comprised net sales of [removed: $674.5] [added: $706.4] billion.

Our common stock trades on the [removed: New York Stock Exchange] [added: Nasdaq Global Select Market] under the symbol "WMT."

In 1991, we began our first international initiative when we entered into a joint venture in Mexico and, as of January 31, [removed: 2025,] [added: 2026,] our Walmart International segment conducted business in 18 countries.

We continue to heavily invest in [removed: omni-channel] [added: omnichannel] and eCommerce innovation, [added: as well as supply chain capabilities,] which enables us to leverage technology, talent and expertise, and expand our assortment and service [removed: offerings.][added: offerings, including through the integration of advanced technologies such as AI.]

We are enhancing our [removed: omni-channel] [added: omnichannel] capabilities through a combination of stores, eCommerce [removed: websites] [added: websites, mobile applications] and service offerings, as well as our supply chain, combined with approximately 2.1 million associates as of January 31, [removed: 2025,] [added: 2026,] to better serve our customers.

As we execute on our strategy globally, our business [removed: is expanding] [added: continues to expand] through offerings such as [added: membership,] advertising, marketplace and fulfillment services, and financial services.

These offerings represent mutually reinforcing pieces of our [removed: omni-channel] [added: omnichannel] model centered on our customers around the world who are increasingly seeking convenience.

Additional information on our operating segments and geographic information is contained in [removed: Note 12] [added: [Note](#i6e16e33efce1499a82f13fd9f63b74c6_184) [1](#i6e16e33efce1499a82f13fd9f63b74c6_184)[1](#i6e16e33efce1499a82f13fd9f63b74c6_184)] to our Consolidated Financial Statements.

Walmart U.S. is our largest segment and operates [removed: 4,605] [added: 4,611] stores in the U.S., including in all 50 states, Washington D.C. and Puerto Rico.

Walmart U.S. is a mass merchandiser of consumer products, operating under the "Walmart" and "Walmart Neighborhood Market" brands, [removed: including walmart.com.][added: as well as walmart.com and the Walmart mobile application.]

Walmart U.S. had net sales of [removed: $462.4] [added: $483.0] billion for fiscal [removed: 2025,] [added: 2026,] representing [removed: 69%] [added: 68%] of our fiscal [removed: 2025] [added: 2026] consolidated net sales, and had net sales of [removed: $441.8] [added: $462.4] billion and [removed: $420.6] [added: $441.8] billion for fiscal [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

[removed: Omni-channel.] [added: Omnichannel.] Walmart U.S. provides a convenient and seamless [removed: omni-channel] [added: omnichannel] experience to customers, integrating retail stores and eCommerce.

Substantially all our stores provide same-day pickup and delivery, [removed: including offerings such as express] [added: offering expedited] delivery [removed: within 90 minutes,] [added: options that enable us to reach customers faster and in the ways they prefer, including] in-home delivery and digital pharmacy [removed: fulfillment options.][added: fulfillment.]

Our Walmart+ membership offering provides enhanced [removed: omni-channel] [added: omnichannel] shopping benefits including unlimited free shipping on eligible items with no order minimum, unlimited delivery from store, fuel discounts, mobile Scan & Go and access to additional member benefits.

Brand name merchandise represents a significant portion of the merchandise sold in Walmart U.S. We also market lines of merchandise under our private brands, including brands such as: [removed: "Allswell,"] "Athletic Works," "bettergoods," "Equate," "Free Assembly," "Freshness Guaranteed," "George," "Great Value," "Holiday Time," "Hyper Tough," [added: "Joyspun," "Kid Connection,"] "Mainstays," "Marketside," "No Boundaries," "onn.," "Ozark Trail," "Parent's Choice," "Sam's Choice," "Scoop," "Spring Valley," "Time and Tru," "Way to Celebrate" and "Wonder Nation." The Company also markets lines of merchandise under licensed brands, some of which include: "Avia," "Better Homes & Gardens," "Sofia Jeans by Sofia [removed: Vergara,"] [added: Vergara"] and "The Pioneer Woman."

Other offerings in the Walmart U.S. business include [removed: in-house] advertising [added: solutions] for brands and online marketplace sellers, supply chain and fulfillment capabilities to online marketplace sellers, and data analytics and insights for [removed: merchants] [added: suppliers] and [removed: suppliers.][added: brands.]

[removed: Distribution. We continue to invest in supply chain automation and utilize a total of 164 distribution facilities which are located strategically throughout the U.S.] For fiscal [removed: 2025,] [added: 2026,] the majority of [removed: Walmart U.S.'s] [added: our] purchases of store [added: and club] merchandise were shipped through these facilities, while most of the remaining [removed: store] merchandise we purchased was shipped directly from [removed: suppliers.][added: suppliers to our stores and clubs.]

[removed: We] [added: As an omnichannel retailer, we] ship merchandise purchased by customers on our eCommerce platforms by a number of methods from multiple [removed: locations by] [added: locations, including] leveraging our [removed: ability to deliver directly from] [added: network of] stores and [added: clubs to fulfill and deliver customer orders, as well as] shipping [added: directly] from [removed: our 29 dedicated] eCommerce fulfillment [removed: centers.][added: centers and other distribution facilities.]

Walmart International is our second largest segment and operates [removed: 5,566] [added: 5,743] stores across 18 countries outside of the U.S. Walmart International operates through our wholly-owned subsidiaries in Canada, Chile, China, and Africa (which includes Botswana, [added: Eswatini,] Lesotho, Malawi, Mozambique, Namibia, South [removed: Africa, Eswatini,] [added: Africa] and Zambia), and our majority-owned subsidiaries in India, as well as Mexico and Central America (which includes Costa Rica, El Salvador, Guatemala, Honduras and Nicaragua).

These categories consist of many formats, including: supercenters, supermarkets, warehouse clubs (including our membership-only Sam's Club format) and cash and carry, as well as eCommerce through websites and mobile applications, including walmart.com.mx, walmart.ca, flipkart.com, [removed: PhonePe] [added: PhonePe, samclub.cn] and other sites.

Walmart International had net sales of [removed: $121.9] [added: $130.4] billion for fiscal [removed: 2025,] [added: 2026,] representing [removed: 18%] [added: 19%] of our fiscal [removed: 2025] [added: 2026] consolidated net sales, and had net sales of [removed: $114.6] [added: $121.9] billion and [removed: $101.0] [added: $114.6] billion for fiscal [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

Walmart International's [removed: strategy] [added: purpose] is to [removed: bring Walmart to the world and the world to Walmart, which means we] help millions of customers and members save money and live better every day by leveraging our global ecosystem and deep local expertise to provide access to affordable products and services.

We are [removed: being] deliberate about where and how we choose to operate [removed: and continue] to [removed: re-shape the portfolio to] best enable long-term, sustainable and profitable growth.

[removed: Omni-channel.] [added: Omnichannel.] Walmart International provides a convenient and seamless [removed: omni-channel] [added: omnichannel] experience to customers, integrating retail stores and eCommerce, such as through our pickup and delivery services [removed: in most] [added: from approximately 3,300 locations across all] of our markets, including same-day [removed: delivery.][added: and expedited delivery options across our markets.]

We continue to expand our marketplace offerings, which [removed: also] further [removed: unlocks] [added: enhances our] fulfillment and advertising services.

Along with the private brands we market globally, such as "Equate," "George," "Great Value," "Holiday Time," "Mainstays," [removed: "Marketside"] [added: "Marketside," "Member's Mark"] and "Parent's Choice," our international markets have developed market specific brands including "Aurrera" and "Lider." In addition, we have developed and continue to grow our relationships with regional and local suppliers in each market to ensure reliable sources of quality merchandise that is equal to national brands at low prices.

Sam's Club U.S. is a membership-only [added: warehouse] club that operates [removed: 600] [added: 601] clubs in 44 states in the U.S. and Puerto Rico and also operates [removed: samsclub.com.][added: samsclub.com and the Sam's Club mobile application.]

Sam's Club U.S. had net sales of [removed: $90.2] [added: $93.0] billion for fiscal [removed: 2025,] [added: 2026,] representing 13% of our consolidated fiscal [removed: 2025] [added: 2026] net sales, and had net sales of [removed: $86.2] [added: $90.2] billion and [removed: $84.3] [added: $86.2] billion for fiscal [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

[removed: Plus] [added: Club] members [removed: receive] [added: are eligible for] free curbside pickup, [added: and Plus members receive additional benefits including] free delivery-from-club and free shipping on orders of $50 or greater, exclusive discounts and convenience offers, and the ability to shop before regular shopping hours.

[removed: Beginning in fiscal 2023, Sam's Club U.S. launched a rewards program through which members] [added: Members] may [added: also] earn Sam's Cash [added: rewards] on [added: qualifying] purchases that can be redeemed for cash, used for purchases, or used to pay membership fees.

[removed: Omni-channel.] [added: Omnichannel.] Sam's Club U.S. provides a fast and seamless [removed: omni-channel] [added: omnichannel] experience to members, integrating physical clubs and eCommerce.

[removed: Curbside] [added: Club-fulfilled curbside] pickup [added: and delivery] provides [removed: fast, easy] [added: fast] and [removed: contact-free shopping] [added: convenient ways to shop] for members; Scan & Go mobile checkout and payment solution allows members to bypass the checkout line; and Just [removed: Go, launched in fiscal 2025,] [added: Go] provides members with a friction-free exit experience.

[removed: Merchandise.] [added: Merchandise and Other Offerings.] Sam's Club U.S. offers merchandise in the following four merchandise categories:

- Grocery consists of dairy, meat, bakery, deli, produce, dry, chilled or frozen packaged foods, alcoholic and nonalcoholic beverages, floral, snack foods, candy, other grocery items, as well as consumables such as health and beauty aids, [added: protein and nutrition,] paper goods, laundry and home care, baby care, pet supplies and other consumable items;

[removed: - General merchandise includes home,] [added: ◦Home,] hardlines and seasonal items (such as home improvement, outdoor living, gardening, furniture, apparel, jewelry, tools and power equipment, housewares, toys and [removed: mattresses), as well as technology and entertainment items (such as consumer electronics and accessories, software, video games, office supplies, appliances] [added: mattresses);] and [removed: third-party gift cards);]

- Health and wellness includes pharmacy, optical and hearing services, [added: and] over-the-counter drugs; and [removed: protein and nutrition; and]

Today, customers can access pickup or delivery services at over 8,400 locations globally, reflecting our ability to leverage our store and club footprint to expand customer access.

Our strategies increasingly include the use of AI-powered tools to support customer and member-facing experiences, associate productivity and operational efficiency across our ecosystem.

Membership. The following two membership tiers are available: Club membership for a $50 annual fee and Plus membership for a $110 annual fee.

All memberships include a spouse/household card at no additional cost, and members may purchase add-on memberships for $45 each, subject to tier-based limits.

- General merchandise includes:

◦Technology and entertainment items (such as consumer electronics and accessories, software, video games, office supplies, appliances and third-party gift cards).

Within the categories above, the Sam's Club Member's Mark private label brand offers premium-quality, "Made Without" products across a wide range of categories at competitive, value-driven prices, designed to meet the needs of members.

We continue to expand its assortment to reinforce Sam's Club value proposition to our members.

Other offerings in the Sam's Club U.S. business include advertising solutions for brands as well as operational insights and analytics for suppliers.

Additional offerings include tire and battery installation services, photo and tech assistance, home and auto solutions, and certain financial services and related products.

Additional Information About Our Business

- Opening new stores and clubs, as well as remodeling existing locations, to enhance the customer experience, support omnichannel capabilities, and strengthen our physical footprint in existing and new markets; and

- Investing in technology, automation, and our associates to deliver growth, expand operating margins and improve returns.

We continue to invest in supply chain automation and our fulfillment and delivery capabilities to better serve our customers.

In the U.S., we utilize a network of 192 distribution facilities located strategically throughout the country using a combination of our private truck fleet as well as contracting with common carriers.

During fiscal 2026, we began combining the Sam's Club U.S. supply chain function with Walmart U.S. to streamline operations and leverage our enterprise systems and infrastructure over time.

Outside the U.S., we utilize a total of 179 distribution facilities strategically located in Africa, Canada, Central America, Chile, China, India and Mexico, which process and distribute both imported and domestic products to where our customers live.

As part of our purpose to help people save money and live better, we seek to operate our business in a way that creates shared value.

Expanding economic opportunity for associates, suppliers and communities helps us attract and retain talent, meet customer needs and strengthen resilience.

As described further below, our workforce strategy focuses on preparing our workforce for the future by aligning skills with evolving business needs and investing in career pathways and learning.

We also support supplier growth through development programs and sourcing from a diverse mix of local and global suppliers.

Walmart's sustainability efforts focus on enhancing the resilience of our operations and product value chains to enhance surety of supply, catalyze innovation and growth, maintain everyday low cost and build stakeholder trust.

Our priorities include reducing greenhouse gas emissions, regenerating natural resources, reducing product and packaging waste and supporting people who work in supply chains through responsible sourcing and the creation of economic opportunity.

We serve customers globally through our omnichannel model and contribute to community vitality by providing quality jobs and training, investing in local suppliers, supporting causes important to customers and associates and assisting communities during crises and natural disasters.

As Walmart grows, the way we attract, develop and reward talent – and design how work gets done – evolves alongside our business.

Our workforce strategy reflects our commitment to creating a future-ready workforce, supporting associate growth, and fostering a culture where associates can thrive.

Workforce Strategy and Enablement. Our workforce strategy focuses on aligning our organizational structure, talent capabilities and technology investments with the evolving needs of the business, including development of a digitally skilled, AI-enabled workforce.

This includes preparing associates for new roles, technologies and ways of working, as well as deploying digital tools that support associate effectiveness, engagement and performance.

As part of this effort, we are making everyday work simpler and more meaningful by reshaping roles to emphasize uniquely human strengths such as creativity and leadership and identifying areas where AI can automate repetitive tasks.

We are committed to maintaining fair and competitive workforce practices as we evolve how work gets done.

Associate Growth and Development. Investment in associate growth and development supports skill-building, leadership development and overall business performance.

Development programs are designed to meet both individual and business needs, offering multiple career pathways and learning opportunities across roles, levels and geographies.

Our development approach focuses on building leadership, technical and professional capabilities and equipping associates with the skills required for a changing environment.

This includes company‑wide AI learning pathways and certifications designed to meet associates where they are.

Internal career mobility is an important component of our talent model.

Development is further supported through targeted programs such as Walmart Academy, which provides training in retail skills, leadership and well‑being, along with Live Better U, which offers eligible associates access to high school diplomas, certificates, skills credentials and college degrees that are aligned to business needs and in-demand roles.

By investing in development, career mobility and skills, we strengthen our associate value proposition and support a workforce capable of adapting as our business evolves.

Associate Experience and Engagement. Our efforts focus on supporting associate well-being, listening and a culture of belonging.

We focus on creating a workplace where associates feel seen, supported and connected, and where they can perform at their best.

Associate perspectives help shape the workplace through listening channels such as in-person dialogue, leadership visits and listening sessions, associate engagement surveys, pulse surveys and always-on confidential reporting mechanisms, including Open Door and ethics processes.

To date, we now have over 8,000 pickup and delivery locations globally.

In the U.S., our Walmart+ membership incorporates several service offerings which provide enhanced omni-channel shopping experiences and benefits for members.

The following table provides the approximate size of our retail stores as of January 31, 2025:

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | Minimum Square Feet | | | | | | Maximum Square Feet | | | | | | Average Square Feet | | |

| Supercenters (general merchandise and grocery) | | | | | | 69,000 | | | | | | 260,000 | | | | | | 178,000 | | |

| Discount stores (general merchandise and limited grocery) | | | | | | 30,000 | | | | | | 206,000 | | | | | | 105,000 | | |

| Neighborhood markets(1) (grocery) | | | | | | 28,000 | | | | | | 65,000 | | | | | | 42,000 | | |

(1) Excludes other small formats.

General merchandise and dry grocery merchandise is transported primarily through the segment's private truck fleet; however, we contract with common carriers to transport the majority of our perishable grocery merchandise.

As such, we have taken certain strategic actions to strengthen our Walmart International portfolio for the long-term, which include the following highlights over the last three years:

- Bought out the noncontrolling interest shareholders of our Massmart subsidiary in November 2022 and exited operations in certain countries in Africa.

- Increased our ownership in PhonePe, our digital payments platform in India, as part of the separation from Flipkart in December 2022.

- Sold our equity investment in JD.com in August 2024.

Generally, retail units' selling areas range in size from 1,400 square feet to 186,000 square feet.

Our wholesale stores' selling areas generally range in size from 25,000 square feet to 158,000 square feet.

As of January 31, 2025, Walmart International had approximately 2,900 pickup and delivery locations.

Our businesses in Mexico and Canada, for example, offer prepaid cards and money transfers, and our PhonePe business in India continues to grow, providing a platform that offers mobile and bill payment, person-to-person (P2P) payment, investment and insurance solutions, financial services and advertising.

In Mexico, we also offer a value-based internet and telephone service enhancing customer experiences through digital connectivity.

Distribution. We utilize a total of 184 distribution facilities located in Canada, Central America, Chile, China, India, Mexico and Africa.

Through these facilities, we process and distribute both imported and domestic products to the operating units of the Walmart International segment.

During fiscal 2025, the majority of Walmart International's purchases passed through these distribution facilities.

Suppliers ship the remainder of Walmart International's purchases directly to our stores in the various markets in which we operate.

Across the segment, we have efficient networks connecting physical stores and distribution and fulfillment centers, which facilitate the movement of goods to where our customers live.

Membership. The following two options are available to members:

| | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Plus Membership | | | | | | Club Membership | | | | | | | | | | | | | | |

| Annual Membership Fee | | | $110 | | | | | | $50 | | | | | | | | | | | | | | |

| Number of Add-on Memberships ($45 each) | | | Up to 16 | | | | | | Up to 8 | | | | | | | | | | | | | | |

All memberships include a spouse/household card at no additional cost.

Club members are eligible for free curbside pickup with orders of $50 or greater.

The warehouse facility sizes generally range between 94,000 and 168,000 square feet, with an average size of approximately 134,000 square feet.

Within the categories above, the Member's Mark private label brand continues to expand its assortment and deliver member value.

Distribution. Sam's Club U.S. utilizes 31 dedicated distribution facilities located strategically throughout the U.S., as well as some of the Walmart U.S. segment's distribution facilities which service the Sam's Club U.S. segment for certain items.

Sam's Club U.S. uses a combination of our private truck fleet, as well as common carriers, to transport perishable and non-perishable merchandise from distribution facilities to clubs.

During fiscal 2025, the majority of Sam's Club U.S.'s non-fuel club purchases were shipped from these facilities, while the remainder of our purchases were shipped directly to Sam's Club U.S. locations by suppliers.

Sam's Club U.S. ships merchandise purchased on samsclub.com and through its mobile applications by a number of methods including shipments made directly from clubs, 14 dedicated eCommerce fulfillment centers and other distribution centers.

Other Information

Our current priorities are categorized into four broad themes: opportunity, sustainability, community and ethics and integrity.

We discuss certain legal proceedings in [Note [removed: 10](#i55dba7a5534b4e0a8906aac30b2ec33b_193)] [added: 9](#i6e16e33efce1499a82f13fd9f63b74c6_178)] to our Consolidated Financial Statements included in "[Item 8.

Financial Statements and Supplementary [removed: Data](#i55dba7a5534b4e0a8906aac30b2ec33b_130),"] [added: Data](#i6e16e33efce1499a82f13fd9f63b74c6_115),"] which is captioned "Contingencies," under the sub-caption "Legal Proceedings." We refer you to that discussion for important information concerning those legal proceedings, including the basis for such actions and, where known, the relief sought.

Opioid-Related Litigation: *In re National Prescription Opiate Litigation (MDL No. 2804)* (the "MDL") is pending in the U.S. District Court for the Northern District of Ohio and includes approximately [removed: 250] [added: 230] cases with claims against the Company as of March [removed: 10, 2025.][added: 6, 2026.]

In addition, [removed: there are more than 25] [added: the following 13] other opioid-related cases against the Company and its subsidiaries [added: were] pending in U.S. state and federal courts and Canadian courts as of March [removed: 10, 2025.][added: 6, 2026: Baby Doe 1, et al.]

Settlement of Certain Opioid-Related Matters: As described in more detail in [removed: [Note](#i55dba7a5534b4e0a8906aac30b2ec33b_193) [10](#i55dba7a5534b4e0a8906aac30b2ec33b_193)] [added: [Note 9](#i6e16e33efce1499a82f13fd9f63b74c6_178)] to our Consolidated Financial Statements, the Company accrued a liability of approximately $3.3 billion in fiscal year 2023 for certain opioid-related settlements.

Walmart [removed: Inc.* *et al.*,] [added: Inc.*,] USDC, [removed: Dist.][added: N.D. Cal., 2/26/26.]

[removed: Walmart Inc.] [added: Cephalon, Inc.,] et [removed: al.,* USDC*,*] [added: al., U.S.] Dist.

ENVIRONMENTAL MATTERS: Item 103 of SEC Regulation S-K requires disclosure of certain environmental matters when a governmental authority is a party to the proceedings and such proceedings involve potential monetary sanctions that the Company reasonably believes will exceed [removed: an applied threshold not to exceed] $1 million.

The Company is [removed: evaluating the findings and] cooperating with the EPA in its investigation.

Allergan Finances, LLC, et al., U.S. Dist.

Ct., E.D. Tenn., 4/29/25; Marshall Cty.

Bd.

of Educ., et al.

v.

Ct., N.D. W. Va., 10/28/24; Reiner v.

CVS Pharm., Inc., et al., Nev.

5th Jud.

Ct., Nye Cty., 2/26/24; Chaney v.

CVS Pharm., Inc., et al., Ky.

Cir.

Ct., Perry Cty., 12/11/23; City of Grande Prairie, et al.

v.

Apotex Inc., et al., Alta.

King's Bench Ct., Calgary Jud.

Ctr., 4/27/23; Lac La Ronge Indian Band, et al.

v.

Apotex Inc., et al., Sask.

King's Bench Ct., Prince Albert Jud.

Ctr., 3/17/23; Commonwealth of Pennsylvania ex rel.

Allegheny Cty.

Dist.

Att'y Stephen A.

Zappala, Jr. v.

CVS Ind., LLC, et al., Pa.

Ct.

Com.

Pl., Delaware Cty., 8/8/22; Baby Doe, et al., ex rel.

Their Guardian Ad Litem v.

Endo Health Sols., Inc., et al., U.S. Dist.

Ct., M.D. Tenn., 8/3/22; Paynter ex rel.

Minor Child(ren) Z.N.B. v.

McKesson Corp., et al., W.

Va.

Cir.

Ct., Kanawha Cty., 3/28/22; Blankenship ex rel.

Minor Child Z.D.B. v.

McKesson Corp., et al., W.

Va.

Cir.

The non-MDL case citations are listed on Exhibit 99.1 to this Annual Report on Form 10-K.

Certain eligible political subdivisions and federally recognized Native American tribes have until July 15, 2025 and February 24, 2026, respectively, to join the settlement.

Opioid-Related Derivative Lawsuits: *Abt v.

Alvarez et al.*, USDC, Dist.

of DE, 2/9/21; *Nguyen v.

McMillon et al.,* USDC, Dist.

of DE, 4/16/21; *Ontario Provincial Council of Carpenters' Pension Trust Fund et al.

Walton et al.,* DE Court of Chancery, 9/27/21.

Opioid-Related Securities Class Actions: *Stanton v.

of DE, 1/20/21 and *Martin v.

of DE, 3/5/21, consolidated into *In re Walmart Inc. Securities Litigation*, USDC, Dist.

of DE, 5/11/21; *In re Walmart Inc. Securities Litigation,* USCCA, 3d Cir., 4/29/24.

Money Transfer Agent Services Litigation: *Federal Trade Commission v.

Walmart Inc.*, USDC, N.

Of Ill, 6/28/22; *Federal Trade Commission v.

Walmart Inc.*, USCCA, 7th Cir., 10/28/24.

Driver Platform Matter: *Consumer Financial Protection Bureau v.

Walmart Inc., et al.*, USDC D. of Minn., 12/23/24.

Due to the fact that this process is in an early stage, the Company is unable to predict the final outcome of this matter.

For the fiscal year ended January 31, [removed: 2025,] [added: 2026,] or

| Common Stock, par value $0.10 per share | | | | | | WMT | | | | | | [removed: New York] [added: The Nasdaq] Stock [removed: Exchange] [added: Market LLC] | | |

| 2.550% Notes due 2026 | | | | | | WMT26 | | | | | | [removed: New York] [added: The Nasdaq] Stock [removed: Exchange] [added: Market LLC] | | |

| 1.050% Notes due 2026 | | | | | | WMT26A | | | | | | [removed: New York] [added: The Nasdaq] Stock [removed: Exchange] [added: Market LLC] | | |

| 1.500% Notes due 2028 | | | | | | WMT28C | | | | | | [removed: New York] [added: The Nasdaq] Stock [removed: Exchange] [added: Market LLC] | | |

| 4.875% Notes due 2029 | | | | | | WMT29B | | | | | | [removed: New York] [added: The Nasdaq] Stock [removed: Exchange] [added: Market LLC] | | |

| 5.750% Notes due 2030 | | | | | | WMT30B | | | | | | [removed: New York] [added: The Nasdaq] Stock [removed: Exchange] [added: Market LLC] | | |

| 1.800% Notes due 2031 | | | | | | WMT31A | | | | | | [removed: New York] [added: The Nasdaq] Stock [removed: Exchange] [added: Market LLC] | | |

| 5.625% Notes due 2034 | | | | | | WMT34 | | | | | | [removed: New York] [added: The Nasdaq] Stock [removed: Exchange] [added: Market LLC] | | |

| 5.250% Notes due 2035 | | | | | | WMT35A | | | | | | [removed: New York] [added: The Nasdaq] Stock [removed: Exchange] [added: Market LLC] | | |

| 4.875% Notes due 2039 | | | | | | WMT39 | | | | | | [removed: New York] [added: The Nasdaq] Stock [removed: Exchange] [added: Market LLC] | | |

As of July 31, [removed: 2024,] [added: 2025,] the aggregate market value of the voting common stock of the registrant held by non-affiliates of the registrant, based on the closing sale price of those shares on the New York Stock Exchange reported on July 31, [removed: 2024,] [added: 2025,] was [removed: $297,576,699,886.][added: $391,703,475,732.]

The registrant had [removed: 8,016,849,444] [added: 7,972,402,501] shares of common stock outstanding as of March [removed: 12, 2025.][added: 11, 2026.]

| Portions of the registrant's Proxy Statement for the Annual Meeting of Shareholders to be held June [removed: 5, 2025] [added: 4, 2026] (the "Proxy Statement") | | | | | | Part III | | |

For the Fiscal Year Ended January 31, [removed: 2025][added: 2026]

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All references in this Annual Report on Form 10-K, the information incorporated into this Annual Report on Form 10-K by reference to information in the Proxy Statement of Walmart Inc. for its Annual Shareholders' Meeting to be held on June [removed: 5, 2025] [added: 4, 2026] and in the exhibits to this Annual Report on Form 10-K to "Walmart Inc.," "Walmart," "the Company," "our Company," "we," "us" and "our" are to the Delaware corporation named "Walmart Inc." and, except where expressly noted otherwise or the context otherwise requires, that corporation's consolidated subsidiaries.

- our increasing investments in eCommerce, technology (including the use of artificial intelligence [removed: "AI" and generative AI),] [added: "AI"),] automation, supply chain, new stores and clubs as well as remodels and other [removed: omni-channel] [added: omnichannel] customer initiatives, such as same day pickup and delivery;

| 1 Customer Drive | | | | | | | | | 72716 | | |

| [Part I](#i6e16e33efce1499a82f13fd9f63b74c6_10) | | | | | | | | |

| [Part II](#i6e16e33efce1499a82f13fd9f63b74c6_58) | | | | | | | | |

| [Part III](#i6e16e33efce1499a82f13fd9f63b74c6_208) | | | | | | | | |

| [Part IV](#i6e16e33efce1499a82f13fd9f63b74c6_226) | | | | | | | | |

| | | | [Signatures](#i6e16e33efce1499a82f13fd9f63b74c6_235) | | | [86](#i6e16e33efce1499a82f13fd9f63b74c6_235) | | |

FOR THE FISCAL YEAR ENDED JANUARY 31, 2026

- changes or modifications in tariff rates, exemptions therefrom or the imposition of new tariffs or new taxes on imports, and changes or modifications in trade restrictions or the imposition of new trade restrictions;


| 702 S.W. 8th Street | | | | | | | | | 72716 | | |

| [Part I](#i55dba7a5534b4e0a8906aac30b2ec33b_10) | | | | | | | | |

| [Part II](#i55dba7a5534b4e0a8906aac30b2ec33b_61) | | | | | | | | |

| [Part III](#i55dba7a5534b4e0a8906aac30b2ec33b_232) | | | | | | | | |

| [Part IV](#i55dba7a5534b4e0a8906aac30b2ec33b_250) | | | | | | | | |

| | | | [Signatures](#i55dba7a5534b4e0a8906aac30b2ec33b_259) | | | [86](#i55dba7a5534b4e0a8906aac30b2ec33b_259) | | |

Through ongoing engagement with these teams and certain third-party service providers, our CISO monitors the prevention, detection, mitigation and remediation of cybersecurity threats and [removed: incidents and reports cybersecurity incidents that reach established thresholds to senior management and the Audit Committee, which are also analyzed for external reporting requirements.][added: incidents.]

Risk [removed: Factors](#i55dba7a5534b4e0a8906aac30b2ec33b_40),"] [added: Factors](#i6e16e33efce1499a82f13fd9f63b74c6_40),"] which should be read in conjunction with the information above.

Cybersecurity incidents that reach established thresholds are reported to senior management and the Audit Committee and are analyzed for external reporting requirements.

As of January 31, [removed: 2025(1),] [added: 2026(1), information on our] retail [removed: unit counts] [added: units] for Walmart U.S., Sam's Club U.S. and Walmart International [removed: are] [added: is] summarized as follows:

[removed: | | | | Total | | | | | | Square feet(2) | | |][added: (2)Total square feet reported in thousands.]

| Walmart U.S. | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

| Neighborhood Markets and other small [removed: formats] [added: formats(3)] | | | [removed: 691] [added: 694] | | | | | | [removed: 28,245] [added: 28,375] | | | [added: | | | 28,000 | | | | | | 65,000 | | | | | | 42,000 | | |]

| Walmart [removed: International] [added: International(4)] | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | | |]

(1)Walmart International unit counts, with the exception of Canada, are as of December 31, [removed: 2024,] [added: 2025,] to correspond with the balance sheet date of the related geographic market.

Canada unit counts are as of January 31, [removed: 2025.][added: 2026.]

The following table provides further details of our retail units and distribution facilities, including [removed: return facilities and dedicated] eCommerce fulfillment [removed: centers,] [added: centers and return facilities,] as of January 31, [removed: 2025(1):][added: 2026(1):]

| Walmart U.S. retail units | | | | | | [removed: 4,039] [added: 3,728] | | | | | | [removed: 566] [added: 883] | | | | | | | | | | | | | | | | | | [removed: 4,605] [added: 4,611] | | |

| Sam's Club U.S. retail units | | | | | | [removed: 513] [added: 464] | | | | | | [removed: 87] [added: 137] | | | | | | | | | | | | | | | | | | [removed: 600] [added: 601] | | |

| Walmart International retail units | | | | | | [removed: 1,487] [added: 1,486] | | | | | | [removed: 4,079] [added: 4,257] | | | | | | | | | | | | | | | | | | [removed: 5,566] [added: 5,743] | | |

| [removed: Sam's Club] U.S. distribution [removed: facilities] [added: facilities(3)] | | | | | | [removed: 10] [added: 125] | | | | | | [removed: 21] [added: 67] | | | | | | | | | | | | | | | | | | [removed: 31] [added: 192] | | |

(1)Walmart International properties, with the exception of Canada, are as of December 31, [removed: 2024,] [added: 2025,] to correspond with the balance sheet date of the related geographic market.

For further information on our distribution [removed: centers,] [added: network,] see the caption "Distribution" [removed: provided for each of our segments] under "[Item 1.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Total Retail Unit Count | | | | | | Square Feet | | | | | | | | | | | | | | | | | | | | |

| | | | | | | Total(2) | | | | | | Minimum | | | | | | Maximum | | | | | | Average | | | | | |

| Supercenters | | | 3,566 | | | | | | 633,724 | | | | | | 69,000 | | | | | | 260,000 | | | | | | 178,000 | | |

| Discount Stores | | | 351 | | | | | | 36,609 | | | | | | 30,000 | | | | | | 206,000 | | | | | | 104,000 | | |

| Walmart U.S. Total | | | 4,611 | | | | | | 698,708 | | | | | | | | | | | | | | | | | | | | |

| Sam's Club U.S. | | | 601 | | | | | | 80,502 | | | | | | 94,000 | | | | | | 168,000 | | | | | | 134,000 | | |

| U.S. Total | | | 5,212 | | | | | | 779,210 | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Retail | | | 5,398 | | | | | | 236,214 | | | | | | 1,400 | | | | | | 186,000 | | | | | | 29,000 | | |

| Wholesale | | | 345 | | | | | | 41,405 | | | | | | 25,000 | | | | | | 202,000 | | | | | | 86,000 | | |

| Walmart International Total | | | 5,743 | | | | | | 277,619 | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total Company | | | 10,955 | | | | | | 1,056,829 | | | | | | | | | | | | | | | | | | | | |

(3)Square feet for other small formats is excluded from the presentation of the minimum, maximum and average for Walmart U.S.

(4)Total square feet represents gross square feet, while the minimum, maximum and average square feet amounts represent retail unit selling area.

| Total retail units | | | | | | 5,678 | | | | | | 5,277 | | | | | | | | | | | | | | | | | | 10,955 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| International distribution facilities | | | | | | 24 | | | | | | 155 | | | | | | | | | | | | | | | | | | 179 | | |

| Total distribution facilities | | | | | | 149 | | | | | | 222 | | | | | | | | | | | | | | | | | | 371 | | |

Canada unit counts are as of January 31, 2026.

(3)U.S. distribution facilities are utilized by both the Walmart U.S. and Sam's Club U.S. segments.

Owned retail units on leased land are reflected as leased locations in the table above.

Business](#i6e16e33efce1499a82f13fd9f63b74c6_16)."

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Supercenters | | | 3,559 | | | | | | 632,577 | | |

| Discount Stores | | | 355 | | | | | | 37,127 | | |

| Walmart U.S. Total | | | 4,605 | | | | | | 697,949 | | |

| Sam's Club U.S. | | | 600 | | | | | | 80,351 | | |

| U.S. Total | | | 5,205 | | | | | | 778,300 | | |

| Retail | | | 5,230 | | | | | | 235,279 | | |

| Wholesale | | | 336 | | | | | | 39,141 | | |

| Walmart International Total | | | 5,566 | | | | | | 274,420 | | |

| Total Company | | | 10,771 | | | | | | 1,052,720 | | |

(2)Square feet reported in thousands.

| Total retail units | | | | | | 6,039 | | | | | | 4,732 | | | | | | | | | | | | | | | | | | 10,771 | | |

| Walmart U.S. distribution facilities | | | | | | 115 | | | | | | 49 | | | | | | | | | | | | | | | | | | 164 | | |

| Walmart International distribution facilities | | | | | | 23 | | | | | | 161 | | | | | | | | | | | | | | | | | | 184 | | |

| Total distribution facilities | | | | | | 148 | | | | | | 231 | | | | | | | | | | | | | | | | | | 379 | | |

Business](#i55dba7a5534b4e0a8906aac30b2ec33b_16)."

[removed: The principal market on which] [added: Prior to December 9, 2025,] Walmart's common stock [removed: is] [added: was] listed [removed: for trading is] [added: on] the New York Stock Exchange.

As of March [removed: 12, 2025,] [added: 11, 2026,] there were [removed: 194,162] [added: 185,190] holders of record of Walmart's common stock, although there is a much larger number of beneficial owners.

This graph compares the cumulative total shareholder return on Walmart's common stock during the five fiscal years ended through fiscal [removed: 2025] [added: 2026] to the cumulative total returns on the S&P 500 Consumer Discretionary Distribution & Retailing Index [removed: (formerly named the S&P 500 Retailing Index)] and the S&P 500 Index.

The comparison assumes $100 was invested on February 1, [removed: 2020] [added: 2021] in shares of our common stock and in each of the indices shown and assumes [removed: that] all [removed: of the] dividends were reinvested.

[removed: ][added: ]

| | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2025] [added: 2026] | | |

| S&P 500 Consumer Discretionary Distribution & Retailing Index | | | 100.00 | | | | | | [removed: 141.39] [added: 108.64] | | | | | | [removed: 153.61] [added: 88.85] | | | | | | [removed: 125.62] [added: 114.73] | | | | | | [removed: 162.21] [added: 161.20] | | | | | | [removed: 227.91] [added: 164.12] | | |

From time to time, the Company repurchases shares of [removed: our] [added: its] common stock under share repurchase programs authorized by the Company's Board of Directors.

All repurchases [removed: made] during fiscal [removed: 2025] [added: 2026] were made under the [removed: current] $20.0 billion share repurchase program approved in November 2022, [removed: which has no expiration date or other restrictions limiting the period over] [added: of] which [removed: the Company can make repurchases.][added: authorization for $4.0 billion of share repurchases remained as of January 31, 2026.]

Share repurchase activity under our share repurchase programs, on a trade date basis, for each month in the quarter ended January 31, [removed: 2025,] [added: 2026,] was as follows:

[removed: (1) Represents] [added: (1)Represents] the approximate dollar value of shares that could have been repurchased under the current plan at the end of the month.

Effective December 9, 2025, the principal market on which Walmart's common stock is listed has been the Nasdaq Global Select Market.

| Walmart Inc. | | | $ | 100.00 | | | | | $ | 101.10 | | | | | $ | 105.67 | | | | | $ | 123.22 | | | | | $ | 222.20 | | | | | $ | 272.28 | |

| S&P 500 Index | | | 100.00 | | | | | | 123.29 | | | | | | 113.16 | | | | | | 136.72 | | | | | | 172.78 | | | | | | 201.03 | | |

In February 2026, the Board of Directors approved a new $30.0 billion share repurchase authorization, which has no expiration date or other restrictions limiting the period over which the Company can make repurchases, and beginning February 23, 2026, replaced the remaining capacity under the prior authorization.

| November 1-30, 2025 | | | | | | 3,187,083 | | | | | | $ | 104.48 | | | | | 3,187,083 | | | | | | $ | 4.7 | |

| December 1-31, 2025 | | | | | | 3,472,099 | | | | | | 113.61 | | | | | | 3,472,099 | | | | | | 4.3 | | |

| January 1-31, 2026 | | | | | | 3,073,037 | | | | | | 116.69 | | | | | | 3,073,037 | | | | | | 4.0 | | |

| Total | | | | | | 9,732,219 | | | | | | | | | | | | 9,732,219 | | | | | | | | |

| | | |

| --- | --- | --- |

| *Assumes $100 Invested on February 1, 2020 Assumes Dividends Reinvested Fiscal Year ended January 31, 2025 | | |

| Walmart Inc. | | | $ | 100.00 | | | | | $ | 124.77 | | | | | $ | 126.14 | | | | | $ | 131.84 | | | | | $ | 153.75 | | | | | $ | 277.25 | |

| S&P 500 Index | | | 100.00 | | | | | | 117.25 | | | | | | 144.56 | | | | | | 132.68 | | | | | | 160.30 | | | | | | 202.59 | | |

As of January 31, 2025, authorization for $12.0 billion of share repurchases remained under the share repurchase program.

| November 1-30, 2024 | | | | | | 4,701,501 | | | | | | $ | 86.55 | | | | | 4,701,501 | | | | | | $ | 13.1 | |

| December 1-31, 2024 | | | | | | 5,727,132 | | | | | | 93.42 | | | | | | 5,727,132 | | | | | | 12.6 | | |

| January 1-31, 2025 | | | | | | 5,478,530 | | | | | | 93.25 | | | | | | 5,478,530 | | | | | | 12.0 | | |

| Total | | | | | | 15,907,163 | | | | | | | | | | | | 15,907,163 | | | | | | | | |

For the Fiscal Year Ended January 31, [removed: 2025][added: 2026]

| [removed: [Report](#i55dba7a5534b4e0a8906aac30b2ec33b_136)[s](#i55dba7a5534b4e0a8906aac30b2ec33b_136) [of] [added: [Reports of] Independent Registered Public Accounting [removed: Firm](#i55dba7a5534b4e0a8906aac30b2ec33b_136)] [added: Firm](#i6e16e33efce1499a82f13fd9f63b74c6_121)] (PCAOB ID: 42) | | | [removed: [50](#i55dba7a5534b4e0a8906aac30b2ec33b_136)] [added: [49](#i6e16e33efce1499a82f13fd9f63b74c6_121)] | | |

| [Consolidated Statements of [removed: Income](#i55dba7a5534b4e0a8906aac30b2ec33b_142)] [added: Income](#i6e16e33efce1499a82f13fd9f63b74c6_127)] | | | [removed: [53](#i55dba7a5534b4e0a8906aac30b2ec33b_142)] [added: [52](#i6e16e33efce1499a82f13fd9f63b74c6_127)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i55dba7a5534b4e0a8906aac30b2ec33b_145)] [added: Income](#i6e16e33efce1499a82f13fd9f63b74c6_130)] | | | [removed: [54](#i55dba7a5534b4e0a8906aac30b2ec33b_145)] [added: [53](#i6e16e33efce1499a82f13fd9f63b74c6_130)] | | |

| [Consolidated Balance [removed: Sheets](#i55dba7a5534b4e0a8906aac30b2ec33b_148)] [added: Sheets](#i6e16e33efce1499a82f13fd9f63b74c6_133)] | | | [removed: [55](#i55dba7a5534b4e0a8906aac30b2ec33b_148)] [added: [54](#i6e16e33efce1499a82f13fd9f63b74c6_133)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#i55dba7a5534b4e0a8906aac30b2ec33b_151)] [added: Equity](#i6e16e33efce1499a82f13fd9f63b74c6_136)] | | | [removed: [56](#i55dba7a5534b4e0a8906aac30b2ec33b_151)] [added: [55](#i6e16e33efce1499a82f13fd9f63b74c6_136)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i55dba7a5534b4e0a8906aac30b2ec33b_154)] [added: Flows](#i6e16e33efce1499a82f13fd9f63b74c6_139)] | | | [removed: [57](#i55dba7a5534b4e0a8906aac30b2ec33b_154)] [added: [56](#i6e16e33efce1499a82f13fd9f63b74c6_139)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i55dba7a5534b4e0a8906aac30b2ec33b_157)] [added: Statements](#i6e16e33efce1499a82f13fd9f63b74c6_142)] | | | [removed: [58](#i55dba7a5534b4e0a8906aac30b2ec33b_157)] [added: [57](#i6e16e33efce1499a82f13fd9f63b74c6_142)] | | |

We have audited the accompanying consolidated balance sheets of Walmart Inc. (the Company) as of January 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 31, [removed: 2025,] [added: 2026,] and the related notes (collectively referred to as the "Consolidated Financial Statements").

In our opinion, the Consolidated Financial Statements present fairly, in all material respects, the financial position of the Company at January 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] and the results of its operations and its cash flows for each of the three years in the period ended January 31, [removed: 2025,] [added: 2026,] in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of January 31, [removed: 2025,] [added: 2026,] based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March [removed: 14, 2025] [added: 13, 2026] expressed an unqualified opinion thereon.

The communication of the critical audit matter does not alter in any way our opinion on the Consolidated Financial Statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or [removed: disclosures] [added: disclosure] to which it relates.

| [removed: Description] [added: *Description] of the [removed: Matter] [added: Matter*] | | | | | | As described in Note [removed: 10] [added: 9] to the Consolidated Financial Statements, at January 31, [removed: 2025,] [added: 2026,] the Company is involved in a number of legal proceedings and certain regulatory matters. The Company records a liability for those legal proceedings and regulatory matters when management determines it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. The Company also discloses when it is reasonably possible that a material loss may be incurred. In assessing the probability of occurrence and whether an estimate of loss can be reasonably estimated for a particular legal proceeding, management exercises judgment on matters relevant to each proceeding. Auditing management's accounting for, and disclosure of, loss contingencies was complex and highly judgmental as it involved our assessment of the significant judgments made by management when assessing the probability of loss for contingencies or when determining whether an estimate of the loss or range of loss could be made. | | |

| [removed: How] [added: *How] We Addressed the Matter in Our [removed: Audit] [added: Audit*] | | | | | | We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the identification and evaluation of contingencies. For example, we tested controls over the Company's assessment of the likelihood of loss and the Company's determinations regarding the measurement of loss. To test the Company's assessment of the probability of loss or determination of an estimate of loss, or range of loss, among other procedures, we read the minutes of the meetings of the board of directors and committees of the board of directors, reviewed documents provided to the Company by certain outside legal counsel, read letters received directly by us from internal and outside legal counsel, evaluated the current status of contingencies based on discussions with internal [removed: and outside] legal counsel, and obtained representations from management. We also assessed the adequacy of the related disclosures. | | |

We have audited Walmart Inc.'s internal control over financial reporting as of January 31, [removed: 2025,] [added: 2026,] based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, Walmart Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of January 31, [removed: 2025,] [added: 2026,] based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of January 31, [removed: 2025] [added: 2026] and [removed: 2024,] [added: 2025,] the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 31, [removed: 2025,] [added: 2026,] and the related notes and our report dated March [removed: 14, 2025] [added: 13, 2026] expressed an unqualified opinion thereon.

| | | | | | | Fiscal Years Ended January 31, | | | | | | | | | [removed: | | | | | |]

| *(Amounts in millions, except per share data)* | | | | | | [removed: 2025] [added: 2026] | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Net sales | | | | | | $ | [removed: 674,538] [added: 706,413] | | | | | $ | [removed: 642,637] [added: 674,538] | | | | | $ | [removed: 605,881] [added: 642,637] | |

| Membership and other income | | | | | | [removed: 6,447] [added: 6,750] | | | | | | [removed: 5,488] [added: 6,447] | | | | | | [removed: 5,408] [added: 5,488] | | |

| Total revenues | | | | | | [removed: 680,985] [added: 713,163] | | | | | | [removed: 648,125] [added: 680,985] | | | | | | [removed: 611,289] [added: 648,125] | | |

| Cost of sales | | | | | | [removed: 511,753] [added: 535,395] | | | | | | [removed: 490,142] [added: 511,753] | | | | | | [removed: 463,721] [added: 490,142] | | |

| Operating, selling, general and administrative expenses | | | | | | [removed: 139,884] [added: 147,943] | | | | | | [removed: 130,971] [added: 139,884] | | | | | | [removed: 127,140] [added: 130,971] | | |

| Operating income | | | | | | [removed: 29,348] [added: 29,825] | | | | | | [removed: 27,012] [added: 29,348] | | | | | | [removed: 20,428] [added: 27,012] | | |

| Debt | | | | | | [removed: 2,249] [added: 2,318] | | | | | | [removed: 2,259] [added: 2,249] | | | | | | [removed: 1,787] [added: 2,259] | | |

| Finance lease | | | | | | [removed: 479] [added: 481] | | | | | | [removed: 424] [added: 479] | | | | | | [removed: 341] [added: 424] | | |

| Interest income | | | | | | [removed: (483)] [added: (368)] | | | | | | [removed: (546)] [added: (483)] | | | | | | [removed: (254)] [added: (546)] | | |

| Interest, net | | | | | | [removed: 2,245] [added: 2,431] | | | | | | [removed: 2,137] [added: 2,245] | | | | | | [removed: 1,874] [added: 2,137] | | |

| Other (gains) and losses | | | | | | [removed: 794] [added: (2,075)] | | | | | | [removed: 3,027] [added: 794] | | | | | | [removed: 1,538] [added: 3,027] | | |

| Income before income taxes | | | | | | [removed: 26,309] [added: 29,469] | | | | | | [removed: 21,848] [added: 26,309] | | | | | | [removed: 17,016] [added: 21,848] | | |

| Provision for income taxes | | | | | | [removed: 6,152] [added: 7,199] | | | | | | [removed: 5,578] [added: 6,152] | | | | | | [removed: 5,724] [added: 5,578] | | |

| Consolidated net income | | | | | | [removed: 20,157] [added: 22,270] | | | | | | [removed: 16,270] [added: 20,157] | | | | | | [removed: 11,292] [added: 16,270] | | |

| Consolidated net [removed: (income) loss] [added: income] attributable to noncontrolling interest | | | | | | [removed: (721)] [added: (377)] | | | | | | [removed: (759)] [added: (721)] | | | | | | [removed: 388] [added: (759)] | | |

| Consolidated net income attributable to Walmart | | | | | | $ | [removed: 19,436] [added: 21,893] | | | | | $ | [removed: 15,511] [added: 19,436] | | | | | $ | [removed: 11,680] [added: 15,511] | |

| Basic net income per common share attributable to Walmart | | | | | | $ | [removed: 2.42] [added: 2.74] | | | | | $ | [removed: 1.92] [added: 2.42] | | | | | $ | [removed: 1.43] [added: 1.92] | |

| Diluted net income per common share attributable to Walmart | | | | | | [removed: 2.41] [added: 2.73] | | | | | | [removed: 1.91] [added: 2.41] | | | | | | [removed: 1.42] [added: 1.91] | | |