Walmart Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Walmart Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

MESSAGE FROM OUR CHAIRMAN

Dear Fellow Shareholders:On behalf of the board of directors, I am pleased to invite you to our upcoming virtual Annual Meeting of Shareholders on June 5, 2025. This is an important time in our company’s journey, and your engagement continues to be critical to our shared success. As a global retailer with deep roots in the communities we serve, we remain focused on executing our strategy, delivering long-term value, and navigating opportunities and challenges with resilience and purpose.

Fiscal 2025 Performance and Strategic Progress

The past year has demonstrated the strength of our business model and the dedication of our more than 2.1 million associates worldwide. Sam Walton liked to say that our people make the difference. These words are as true today as they were when he first said them, more than 60 years ago.

The company’s board of directors is highly engaged in the development of talent in our executive ranks. Growing and attracting leaders is important, and we have a strong group of servant leaders across each of our operating segments. Staying true to our core values of respect for the individual, service to our customers and members, acting with integrity, and striving for excellence starts with our CEO, Doug McMillon. Doug is a special leader for the Walmart of today, just as he has been for more than 30 years.

Walmart is uniquely positioned to serve customers and members when and how they want to be served, and we see it in our results. Last year, revenues grew 5.1 percent to $681 billion, including 20.8 percent for eCommerce, globally. Operating income grew 8.6 percent, return on investment improved by 50 basis points, and we returned $11.2 billion to shareholders in the form of dividends and share repurchases. In February, the company announced a 13 percent increase in its annual dividend to $0.94 per share, marking the 52nd consecutive year of dividend increases.

Our business is growing. Last year we expanded and refreshed our footprint, opening 201 new stores and clubs in key growth markets and remodeling 936 more. Investments in technology, supply chain automation, and our associates have strengthened our ability to serve our customers and members with greater speed and accuracy.

Throughout fiscal 2025, our commitment to innovation remained a top priority, introducing new private brands, enhancing member benefits for Walmart+ and at Sam’s Club U.S. and leveraging AI-powered tools to improve inventory management, associate productivity, and customer and member experience. Our push to innovate and a changing business model that’s more flexible and sustainable helps us deliver on our financial framework and positions us for continued growth in the years ahead.

Looking Ahead

As we look to the future, we are confident in our strategic direction and our ability to deliver long-term, sustainable growth. We remain committed to:

•Deepening our relationships with customers and members through value, assortment, experience, and trust;

•Developing the future leaders of our company; and

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

The retail landscape will undoubtedly continue to evolve, and Walmart is well positioned. We will continue to adapt quickly while staying true to our purpose: to save people money and live better.

Your Vote Matters

Thank you for your interest in Walmart. Your vote is important, and your views help make us a better company. We encourage you to review the materials carefully and vote your shares, whether or not you plan to join the Annual Meeting.

On behalf of the board of directors, I would like to thank you for your continued trust, investment, and support. Together, we are building a stronger, more resilient company—one that is well-positioned for the future and committed to delivering lasting value for all shareholders.

Sincerely,

Greg Penner, Chairman

MESSAGE FROM OUR LEAD INDEPENDENT DIRECTOR

Dear Fellow Shareholders:As I approach my 11th year on Walmart's board and complete my sixth year as your Lead Independent Director, the board and leadership team continue to accelerate Walmart’s transformation. Our board is well positioned to navigate Walmart through an exciting period of evolution and value creation, while identifying and empowering our next generation of leaders.

Last year, we added two new energetic and skilled board members—Brian Niccol, Chairman and CEO of Starbucks, and Bob Moritz, retired Chairman of PricewaterhouseCoopers (PwC). Brian is a dynamic leader with a passion for excellence. Brian’s experience in retail, marketing, and brand management, as well as his engagement with associates and customers, are strong assets to our board. Bob brings a wealth of global business experience to our board after recently retiring from PwC after 39 years in various roles, including global Chairman of the firm. Bob has an audit and assurance background and brings international leadership experience and deep financial expertise across industries and regions of the world. Bob is the sixth new independent director we have onboarded since 2017. We’re very excited to have Brian and Bob on the board as they bring their experience and expertise to benefit Walmart associates, customers, and shareholders.

The board remains focused on effective oversight of the company’s strategy, risk management, and corporate governance. Our directors bring a variety of backgrounds, global perspectives, and deep industry experience, ensuring robust discussions and thoughtful decision-making. We recognize the importance of strong governance practices to protect shareholder interests. Our board regularly reviews best practices in areas such as executive compensation, succession planning, cybersecurity oversight, and corporate governance. Transparency and accountability remain at the core of our governance framework.

As a board, we strive to undertake a robust board succession planning and refreshment process; however, recruitment of new board members is competitive, and we are always searching for the right skills, experience, and fit when looking at potential candidates. As part of our succession planning process, the board has asked two incumbent, independent directors - Tim Flynn and Marissa Mayer – to serve for a limited time past the standard 12-year limit outlined in our Corporate Governance Guidelines given how much value they continue to add to the board and Walmart. Tim, who chairs our Audit Committee and has extensive experience in risk management and financial reporting oversight, has agreed to continue to serve, subject to election, until 2026. Marissa, who brings key technology and cybersecurity experience to the board, has agreed to stay on for an additional year, if elected, also until 2026. Both are key board contributors, and I’m very pleased that they will continue to bring their strategic thinking and oversight to our board.

With Tim and Marissa scheduled to retire from the board next year, we will continue to recruit the next generation of board members with a range of relevant skills, experiences, and backgrounds who are committed to guiding Walmart through the next period of change and value creation. As we look forward, intent on continuity in board leadership, I am pleased to announce that effective June 5, 2025, Randall Stephenson, if elected, will become the new Lead Independent Director and will also assume the duties of chairman of the Nominating and Governance Committee. Randall has been a tremendous asset to the board since his appointment in 2021 and is very qualified to fill these roles going forward. During the remainder of my tenure, I will remain highly engaged on the board and the committees on which I serve. I am confident Randall will be an outstanding Lead Independent Director serving the interests of Walmart associates, customers, and shareholders during this exciting time.

The board represents you, the shareholder, and we actively solicit your feedback. Since our 2024 Annual Shareholders’ Meeting, we have engaged with shareholders representing approximately 1.6 billion shares on topics including strategy, governance, compensation, sustainability, human capital management, and other topics. We regularly share this feedback with the Nominating and Governance Committee of the board, which I chair, and this has helped shape the content and organization of this proxy statement.

Thank you for your continued support of Walmart, and I encourage you to vote your shares and to attend our virtual shareholders’ meeting. The board continues to work hard to represent your interests and earn your trust.

Tom Horton, Lead Independent Director

NOTICE OF 2025 ANNUAL SHAREHOLDERS’ MEETING

PROXY VOTING SUMMARY

Proxy Voting Summary

Compensation aligned with performance

•Our executive compensation program is aligned with our strategy and heavily tied to performance.

•Approximately 82% of our CEO’s fiscal 2025 target total direct compensation ("TDC") was based on achieving goals related to operating income, sales, and ROI.

Fiscal 2025 Total Direct Compensation (at target)

Proxy Voting Summary

Forward-Looking Statements

This document may include forward-looking statements within the meaning of Section 21E of the Exchange Act that are intended to enjoy the protection of the safe harbor for forward-looking statements provided by the Exchange Act as well as protections afforded by other federal securities laws. All statements other than statements of historical or current facts, including statements regarding our plans, goals, commitments and strategies made in this document are forward-looking. We use words such as “anticipates,” “believes,” “expects,” “future,” “intends,” and similar expressions to identify forward-looking statements. Forward-looking statements reflect management’s current expectations and are inherently uncertain. The forward-looking statements in this document are subject to certain risks, uncertainties and other factors including the risks relating to the company’s strategy, operations and performance and the financial, legal, tax, regulatory, compliance, reputational, and other factors discussed in the “Risk Factors” and other sections of the company’s Annual Report on Form 10-K for fiscal 2025 and subsequent filings with the SEC, which are available at http://www.sec.gov. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this document or any other document filed or furnished with the SEC. We undertake no obligation to revise or update any of the forward-looking statements or information, which speak as of their respective dates.

On February 23, 2024, the Company effected a 3-for-1 forward split of its common stock and a proportionate increase in the number of authorized Shares. All Share and per Share information, including Share based compensation information, throughout this proxy statement has been retroactively adjusted to reflect the stock split.

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