Walmart Inc

As required by SEC rules, we are providing the following information regarding the relationship between “compensation actually paid” as calculated in accordance Item 402(v) of Regulation S-K and various measures of Walmart’s financial performance.

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

Pay versus performance table

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

Columns (c) and (e)

Below is an explanation of the amounts deducted and added from Summary Compensation table total compensation amounts to determine “compensation actually paid” as calculated in accordance with Item 402(v)(2) of Regulation S-K:

PEO

Non-PEO NEOs (averages)

Stock awards for our NEOs consist of a combination of restricted stock and performance-based restricted stock units. Equity fair values are calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation — Stock Compensation. The fair value of unvested time-based restricted stock, as well as the fair value of all share-based awards upon vesting, is based upon the closing price of a Share on the NYSE as of the applicable measurement date. The fair value of unvested performance-based restricted stock units is based upon the probable outcome of the applicable performance conditions as of the measurement date. We do not grant stock options to our Named Executive Officers. Additionally, none of our NEOs participate in a defined benefit or actuarial pension plan.

Columns (f) and (g)

Column (f) reflects total shareholder return calculated in the manner prescribed by Item 201(e) of Regulation S-K, and reflects the cumulative value of $100, including the reinvestment of dividends, if such amount were invested on February 1, 2020. Column (g) represents the cumulative total shareholder return of the S&P 500 Consumer Discretionary Distribution & Retail Index over the same measurement period, assuming reinvestment of dividends.

Columns (h) and (i)

Amounts in these columns are in millions. Column (h) reflects consolidated net income attributable to Walmart calculated in accordance with GAAP for each of the years shown. Column (i) reflects net sales calculated in accordance with GAAP for each of the years shown. Net sales is the company-selected financial measure from the list of the most important performance measures used to link compensation actually paid to our CEO and other NEOs to our company’s performance for fiscal 2025 from the list below.

Description of the relationships between executive compensation actually paid and metrics on the pay versus performance table

The following graph reflects the relationship between the compensation actually paid for our PEO and for the average of our other NEOs as calculated in accordance with Item 402(v) of Regulation S-K, Walmart’s total shareholder return, and the total shareholder return of the S&P 500 Consumer Discretionary Distribution & Retail Index (formerly the S&P 500 Retailing Index) over the applicable measurement period:

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

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

Tabular list of most important financial performance measures used to link compensation actually paid to company performance

As required by Item 402(v) of Regulation S-K, below are the most important financial measures used by Walmart to link compensation actually paid to our NEOs for fiscal 2025 with Walmart’s performance. As described in the CD&A beginning on page 55, the financial performance measures used in our NEO incentive plans are net sales of the total company and/or one of its segments; operating income of the total company and/or one of its segments; and return on investment of the total company, each of which are adjusted to exclude certain items in order to calculate results on a comparable basis from year-to-year. The CD&A describes our pay-for-performance philosophy and provides more information regarding the financial performance measures used in our NEO incentive plans, including the ways in which results calculated for incentive plan purposes differ from our reported financial results.

Net Sales

Operating Income

Return on Investment

PROPOSAL NO. 4

APPROVAL OF THE WALMART INC. STOCK INCENTIVE PLAN OF 2025

2025 Stock Incentive Plan Highlights

Purpose of Approving the 2025 Stock Incentive Plan

The Board of Directors believes that adoption of the 2025 Stock Incentive Plan is necessary to continue to enable our company to attract, motivate, and retain Associates and Non-Management Directors with appropriate experience and to increase the alignment of the interests of participants with the interests of our shareholders. The additional Shares requested for issuance under the 2025 Stock Incentive Plan are expected to provide us with enough Shares to make equity grants to our Associates and Non-Management Directors to remain competitive with our peers and competitors.

Key Data – Outstanding Awards, Share Usage and Dilution

As of March 31, 2025, of the 780,000,000 Shares reserved for issuance under the 2015 Stock Incentive Plan, 611,900,000 Shares had been issued, 60,600,000 Shares were subject to outstanding awards and 107,500,000 Shares remained available for grant. As of March 31, 2025, there were 56,400,000 full-value awards outstanding (consisting of time- and performance-based restricted stock units); and the closing share price of a Share on the NYSE was $87.79. Our equity compensation scheme is broad-based as we do not limit grants to only members of the senior leadership team but instead grant equity awards to Associates at all levels of management. During fiscal 2025, we granted equity or equity-based awards to approximately 64,000 Associates outside of our Executive Officers. From fiscal 2023 through fiscal 2025, we granted awards under the 2015 Stock Incentive Plan as follows:

Annual Equity Usage

(1)Consists of Shares of restricted stock, RSUs, and performance-based RSUs. Performance-based RSUs are reflected at target levels.

(2)Calculated as gross grants divided by weighted-average shares outstanding, both as listed in the table.

•The historical amounts of equity awards granted by the Company. Our three-year average “burn rate” was 0.60% for fiscal years 2023 through 2025. We define burn rate as the total number of Shares subject to awards granted to participants in a single year expressed as a percent of our basic weighted average common shares outstanding for that year. We believe our historical burn rate is reasonable for a company of our size in our industry.

•Estimated duration of Shares available for issuance under the 2025 Stock Incentive Plan. Based on the additional 135,500,000 Shares we are requesting in connection with the approval of the 2025 Stock Incentive Plan, our three-year average burn rate as described above and the terms of the 2025 Stock Incentive Plan, we expect that the Share Reserve available as a result of stockholder approval of the 2025 Stock Incentive Plan will cover awards for three to five years.

•Dilutive impact. The following table provides aggregated information regarding the overhang and dilution associated with the 2025 Stock Incentive Plan and the 2015 Stock Incentive Plan and the potential shareholder dilution that could result if the 2025 Stock Incentive Plan were approved.

Fully-Diluted Overhang Calculation

(1)Consists of 4,200,000 Shares of restricted stock, 15,900,000 performance-based RSUs and 40,500,000 service-based vesting RSUs. Fiscal 2024 and fiscal 2025 performance-based RSUs have been adjusted for performance achievement.

(2)Calculated as potential dilution Shares divided by potential Shares outstanding, both as listed in the table.

•Historical Award Recipients and Award Types. Our awards generally consist of:

•Time-based restricted stock and performance-based RSUs to eligible U.S. officers;

•RSUs to all other eligible U.S. management Associates (participating Associates in other countries may receive other types of equity or equity-based awards); and

•Unrestricted Shares to Non-Management Directors, who may also elect to receive their cash retainers in Shares, deferred stock units, or deferred cash.

Material Changes from the 2015 Stock Incentive Plan to the 2025 Stock Incentive Plan

The following summary details the material differences between the 2015 Stock Incentive Plan and the 2025 Stock Incentive Plan.

•The aggregate number of Shares reserved for issuance pursuant to awards granted under the 2025 Stock Incentive Plan will be increased by 135,500,000 additional Shares for a total of approximately 243,000,000 Shares reserved under the 2025 Stock Incentive Plan.

•The maximum number of Shares that may be granted to a recipient pursuant to plan awards during a fiscal year will be increased from 2,000,000 to 6,000,000 Shares.

•The maximum Share value of awards that may be granted to a Non-Management Director, when aggregated with other compensation payable to such Director, in any one fiscal year will be increased from $500,000 to $2,000,000.

•We added provisions to the 2025 Stock Incentive Plan that address the impact of certain corporate events that would result in an effective “change in control” of our company on then-outstanding plan awards. The additional terms explicitly provide that a change of control will not automatically accelerate the vesting of any awards if such awards are assumed by the acquirer.

•Section 162(m) of the Code, prior to the Tax Cuts and Jobs Act of 2017 (the “TCJA”), allowed performance-based compensation that met certain requirements to be tax deductible regardless of amount. This qualified performance-based compensation exception was repealed as part of the TCJA. We have removed certain provisions from the 2025 Stock Incentive Plan which were otherwise required for awards to qualify as performance-based compensation under the Section 162(m) exception prior to its repeal but have retained the limit on the number of Shares subject to awards that may be granted to an individual in any calendar year.

The 2025 Stock Incentive Plan amends and restates the 2015 Stock Incentive Plan in a number of other ways that we do not believe are material. These other amendments are intended to reflect current best practices, including with respect to matters such as administration of the plan and addressing compliance with current laws and regulations. No awards have been made that are contingent upon shareholder approval of the 2025 Stock Incentive Plan.

Summary of the Material Terms of the 2025 Stock Incentive Plan

Shares Authorized for Issuance

•A number of Shares equal to the sum of (a) 135,500,000 Shares plus (b) the number of Shares remaining available for the grant of new awards under the 2015 Stock Incentive Plan (i.e., not subject to outstanding awards) as of the date the 2025 Stock Incentive Plan is approved by shareholders are available for delivery under the 2025 Stock Incentive Plan, subject to adjustment for stock splits, the effects of corporate transactions, and other capitalization events or other events affecting the Shares.

•When a recipient uses Shares owned or to be acquired on exercise to pay all or a portion of the exercise price of a stock option or Shares are withheld for taxes on exercise or vesting/settlement of an award, those Shares will not be added back to the number of Shares authorized for issuance.

Limits on Shares

The maximum number of Shares that may be granted pursuant to plan awards denominated in Shares under the 2025 Stock Incentive Plan to a recipient during any single fiscal year may not exceed 6,000,000 Shares; provided, however, that if the performance period applicable to a plan award exceeds 12 months, the 6,000,000 Share limit will apply to each 12-month period in the performance period.

Additionally, the maximum value of all plan awards awarded under the 2025 Stock Incentive Plan and all other compensation paid by Walmart to any Non-Management Director during any single fiscal year may not exceed $2,000,000.

Administration

The plan committee (which is the CMDC or any delegate of the CMDC, as permitted under the 2025 Stock Incentive Plan and subject to Section 16) will administer the 2025 Stock Incentive Plan provided that “committee” means the full Board, with respect to awards to Non-Management Directors.

The Board may also delegate administration of the 2025 Stock Incentive Plan to any other committee of the Board or another person or body to the extent permitted under applicable law.

The plan committee has broad discretionary authority and responsibility for administering and making decisions under the 2025 Stock Incentive Plan, and its determinations, designations, interpretations, and other decisions are final, conclusive, and binding, all subject to the terms of the 2025 Stock Incentive Plan. By way of example, the committee:

•Establishes rules, procedures, and forms governing the 2025 Stock Incentive Plan;

•Determines the individuals who will be recipients and what awards will be made to them;

•Determines the fair market value of the Shares for any purpose;

•Sets the terms and conditions of any award and determines and certify whether, and the extent to which, any such terms have been satisfied;

•May amend the terms of awards without a recipient’s consent (except that (a) if shareholder consent is specifically required, it must be obtained, and (b) participant consent is required to amend an award if, in the committee’s judgment, it would have a materially adverse effect on the recipient, other than amendments (i) changing the timing of taxation or (ii) that the committee, in its sole discretion, determines is necessary or advisable to facilitate compliance with applicable law);

•May establish, amend, and terminate sub-plans and make such adjustments or modifications to awards for persons who are working outside of the United States as advisable to fulfill the purposes of the 2025 Stock Incentive Plan or to comply with local law; and

•May delegate (i) certain ministerial duties under the 2025 Stock Incentive Plan to one or more administrators, who may be Associates and (ii) non-ministerial duties under the 2025 Stock Incentive Plan to an officer of Walmart.

Eligibility

Associates and Non-Management Directors of Walmart or Associates of any affiliate of Walmart whom the committee determines have the potential to contribute significantly to the success of Walmart or any Affiliate of Walmart may be eligible to receive awards under the 2025 Stock Incentive Plan, except that our Non-Management Directors are not eligible to receive incentive stock options. As of March 31, 2025, approximately 56,200 Associates would be eligible to receive awards under the 2025 Stock Incentive Plan subject to the committee making the determination described above. Historically, awards have been made to eligible management Associates, which numbered approximately 64,000 in fiscal 2025. All 11 of our Non-Management Directors and all 10 of our Executive Officers are eligible for awards under the 2025 Stock Incentive Plan.

Types of Awards

The 2025 Stock Incentive Plan allows the committee to grant:

•restricted stock units,

•performance share units,

•restricted stock,

•stock options,

•stock appreciation rights, and

•unrestricted Shares.

Vesting. The vesting of Shares or other rights to receive payments under any or all awards (other than Shares granted free of restrictions or vesting conditions) may be made contingent on the award recipient’s continued employment or service with Walmart over a certain period (“time-based”) and/or the achievement of stated performance-based criteria described below (“performance-based”).

Restricted Stock Units. Restricted stock units provide the right to receive either Shares, cash, or a combination thereof (as determined by the committee at the time of grant) upon the lapse of the restrictions imposed in the award. These restrictions may be time-based, performance-based, or both. A participant receiving a restricted stock unit award will not possess voting rights or any other rights of a shareholder with respect to such award until vested, except as provided in the award agreement for such award.

Performance Share Units. Performance share units provide the right to receive a certain number of Shares or their equivalent value in cash upon satisfaction of one or more performance goals over a specified performance period or periods. The performance measures on which these goals may be based are described below. In addition, the vesting of performance share units may also contain a service-based condition.

Stock Options and Stock Appreciation Rights. The 2025 Stock Incentive Plan allows the committee to grant both non-qualified and incentive stock options, as well as stock appreciation rights. Each stock option gives the recipient the right to receive a number of Shares upon exercise of the stock option and payment of the stock option exercise price. Stock appreciation rights provide the right to receive the cash amount equal to the difference between the fair market value of a Share and the exercise price or a number of Shares having a fair market value equal to the amount payable upon exercise of the stock appreciation right or any combination of cash and Shares. In the case of both stock options and stock appreciation rights, the exercise price will not be less than the fair market value of a Share on the grant date (or 110% of the fair market value in the case of incentive stock options granted to certain recipients who own 10% or more of the voting power of all classes of stock of Walmart and any parent/subsidiary). The committee may deem that a holder of options or stock appreciation rights has exercised such options or rights on the expiration date using a net share settlement method of exercise if, on that expiration date, the options or rights are vested and the exercise price is less than the then fair market value of the Shares. As of March 31, 2025, no options to purchase Shares were outstanding under the 2015 Stock Incentive Plan and predecessor plans.

Unrestricted Shares and Restricted Stock. The 2025 Stock Incentive Plan allows Walmart to grant unrestricted Shares to the Non-Management Directors. Walmart may grant restricted stock awards to Associates and Non-Management Directors in the committee’s sole discretion. Restricted stock awards consist of Shares that are forfeitable until the restrictions lapse. These restrictions may be time-based, performance-based, or both. Prior to the vesting of the restricted stock, the holder may not transfer the restricted stock or any interest therein and may hold those Shares only in book entry form. However, the recipient will still receive dividends on, and may vote, the restricted Shares.

No Repricing. Notwithstanding the authority of the committee under the Plan, except in connection with any corporate transaction involving Walmart, the terms of outstanding plan awards may not be amended to reduce the exercise price of outstanding stock options or stock appreciation rights or cancel outstanding stock options or stock appreciation rights in exchange for cash, other plan awards or stock options or stock appreciation rights with an exercise price that is less than the exercise price of the original stock options or stock appreciation rights without the prior approval of Walmart shareholders.

Performance Measures and Goals. Performance-based awards will be subject to one or more performance goals using one or more performance measures which may, but are not required to, be selected from among the following, which performance goals and performance measures may be applied to Walmart as a whole, or to a division or other unit within Walmart or an affiliate or an individual recipient, group of recipients, or of a store or group of stores and they may apply on a pre-or post-tax basis, set a specific level or relative to the performance of other comparable companies, business units or divisions or individuals or a defined index: (a) earnings (either in the aggregate or on a per-Share basis, reflecting dilution of Shares as the committee deems appropriate and, if the committee so determines, net of or including dividends or net of or including the after-tax cost of capital) before or after interest and taxes and before or after interest, taxes, depreciation, and amortization; (b) gross or net revenue, or changes in annual revenues, same store sales, comparable store sales, or average ticket sales; (c) cash flow(s) (including either operating or net cash flows or free cash flows); (d) economic value added; (e) total stockholder return, stockholder return based on growth measures or the attainment by the Shares of a specified value for a specified period of time; (f) Share price or Share price appreciation; (g) market capitalization or changes in market capitalization; (h) earnings growth or growth in earnings per Share; (i) return measures, including financial return ratios, return or net return on assets, investment, net assets, equity, capital gross sales, or sales per square foot; (j) adjusted pre-tax margin; (k) pre-tax profits; (l) operating and gross margins; (m) operating profits; (n) operating or administrative expenses; (o) dividends; (p) net income or net operating income; (q) growth in operating earnings or growth in earnings per Share; (r) value of assets; (s) volume, unit volume, market share or market penetration with respect to specific designated products or product groups and/or specific geographic areas; (t) aggregate product price, including markdown goals, and other product measures; (u) expense or cost levels, in each case, where applicable, determined either on a company-wide basis or in respect of any one or more specified divisions; (v) reduction of losses, loss ratios, expense ratios or leveraging expenses; (w) reduction in fixed costs; (x) operating cost management and budget comparisons; (y) cost of capital; (z) debt reduction; (aa) balance sheet measures and financial ratings (including maintenance of specified credit availability levels, compliance with credit covenants, inventory measurements and receivables/payables metrics, credit rating, capital expenditures, debt, debt reduction, working capital, average invested capital, leverage ratio, or coverage ratio); (bb) productivity improvements and store payroll goals (including stocking and other labor hours goals); (cc) average inventory turnover or inventory controls and net asset turnover; (dd) satisfaction of specified business expansion goals or goals relating to acquisitions or divestitures, including implementation or completion of strategic initiatives or critical projects; (ee) customer satisfaction based on specified objective goals or a Walmart-sponsored customer survey designed and administered by an independent surveyor, customer growth, or number of customers; (ff) employee diversity goals; (gg) employee engagement; (hh) employee turnover; (ii) specified objective social goals, including specified goals in corporate ethics and integrity; (jj) compliance objectives; (kk) environmental and health and safety goals and record; (ll) workers’ compensation goals; (mm) business integration; (nn) succession plan development and implementation; or (oo) store constructions, openings, remodels, and/or closings.

The committee may, at any time, provide that the performance goals shall include or exclude items to measure specific objectives, such as losses from discontinued operations, extraordinary gains or losses, the cumulative effect of accounting changes, acquisitions or divestitures, foreign exchange impacts and any unusual nonrecurring gain or loss, and other items as set forth in the 2025 Stock Incentive Plan.

Recoupment and Forfeiture

If the plan committee, or its delegate, determines that a current or former Associate or Non-Management Director engaged in conduct that the committee deems detrimental to the best interests of Walmart or its affiliates, then the individual will forfeit all awards made under the 2025 Stock Incentive Plan then outstanding, and must repay to Walmart any payments received from Walmart with respect to such awards within 24 months prior to the date such misconduct occurred. Conduct detrimental to the best interests of Walmart could include, but is not limited to, violation of Walmart’s Code of Conduct or any other Walmart policy, theft, the commission of a felony or a crime involving moral turpitude, or similar serious offenses while providing services to Walmart or any affiliate. In addition, if an award recipient prior to or within one year after the date of settlement of an award engages in any act the committee deems inimical to the best interest of Walmart, breaches a restrictive covenant, or otherwise has breached a Walmart policy, the recipient will be obligated, on demand, to return the amount paid or distributed in settlement of the award. Further, all awards are subject to Walmart’s general policies with respect to the recoupment or forfeiture of executive compensation as in effect from time to time, or requirements of applicable law, including, without limitation, pursuant to Section 10D of the Exchange Act, Rule 10D-1 thereunder, and Section 303A.14 of the NYSE Listed Company Manual or for governance considerations or in other similar circumstances.

Amendments and Termination

The Board may amend or terminate the 2025 Stock Incentive Plan without shareholder approval unless shareholder approval is required by any federal or state law or regulation or the rules of any stock exchange on which Shares are traded. However, no amendment that in the Board’s judgment would materially adversely affect a recipient (other than a change in the timing of taxation) may be made without the recipient’s consent.

Adjustments for Stock Splits and Similar Events

In the event of an extraordinary stock dividend or other distribution, stock split, reorganization, recapitalization, spin-off, or other similar event, the committee may determine an adjustment is necessary to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2025 Stock Incentive Plan. In such event, the committee may adjust the number and type of Shares (or other securities) available under the 2025 Stock Incentive Plan or subject to outstanding grants and, subject to various limits in the 2025 Stock Incentive Plan, the exercise price of outstanding stock options and other awards.

Change of Control

The occurrence or change in ownership or voting control of Walmart as the result of a merger or other business combination, an acquisition of securities of Walmart, a sale of all or substantially all of the assets of Walmart, or any other transaction resulting in a change of control of Walmart will not, by itself, result in the automatic acceleration of the vesting of any awards.

In the event that the successor corporation does not assume or substitute for the award, the awards will fully vest and outstanding stock options and stock appreciation rights will become fully exercisable, including with respect to Shares as to which such awards would not otherwise be vested or exercisable, all restrictions on restricted stock and restricted stock units will lapse, and performance-based awards will be deemed achieved at one hundred percent (100%) of target levels and all other terms and conditions will be deemed met. In addition, if a stock option or stock appreciation right is not assumed or substituted in the event of a change in control of Walmart, the committee will notify the recipient, in writing or electronically, that the stock option or stock appreciation right will be exercisable for a period of time determined by the committee in its sole discretion, and the stock option or stock appreciation right will terminate upon the expiration of such period.

Registration with the SEC

Subject to shareholder approval of this proposal, Walmart intends to file with the SEC a registration statement on Form S-8 covering the new shares reserved for issuance under the 2025 Stock Incentive Plan.

New Plan Benefits

All awards to employees and outside directors under the 2025 Stock Incentive Plan are made at the discretion of the committee. Therefore, the future benefits and amounts that will be received or allocated to such individuals under the 2025 Stock Incentive Plan are not determinable at this time. No awards have been made under the 2025 Stock Incentive Plan that are contingent upon approval of the 2025 Stock Incentive Plan by the shareholders.

Summary of Material U.S. Federal Income Tax Consequences

The following is a brief summary of certain U.S. federal income tax aspects of awards under the 2025 Stock Incentive Plan based upon the U.S. federal income tax laws in effect on the date hereof. This summary is not intended to be exhaustive and the exact tax consequences to any participant will depend upon his or her particular circumstances and other factors. Participants may also be subject to certain other U.S. federal, state and local taxes and non-U.S. taxes, which are not described herein. The 2025 Stock Incentive Plan participants are encouraged to consult their own tax advisors with respect to any state tax considerations or particular federal tax implications of awards granted under the 2025 Stock Incentive Plan.

Stock Options and Stock Appreciation Rights. The grant of a stock option or a stock appreciation right is not intended to have immediate tax consequences for the grantee or Walmart. Upon exercising a non-qualified stock option, the recipient will recognize ordinary income in an amount equal to the difference between the fair market value on the date of exercise of the stock acquired and the stock option exercise price, and Walmart will be entitled to a deduction in the same amount. In general, if applicable holding period requirements are satisfied, the recipient will have no taxable income upon the exercise of an incentive stock option (except that the alternative minimum tax may apply), and Walmart will have no deduction. If the

applicable holding requirements are satisfied, the grantee of an incentive stock option will recognize capital gain or loss on sale or similar disposition of the Shares after exercise. With respect to an incentive stock option, Walmart will have a deduction if the Shares are sold prior to the end of the applicable holding period. Upon exercising a stock appreciation right, the recipient must generally recognize ordinary income equal to the cash or the fair market value of the freely transferable and non-forfeitable stock received, and Walmart will be entitled to a deduction in the same amount.

Restricted Stock Units. Generally, the recipient of a restricted stock unit (or performance share unit) will recognize ordinary income at the time the Shares underlying the units are delivered equal to the fair market value of the underlying Shares as of such settlement date and Walmart will be entitled to a deduction in the same amount.

The participant’s basis for the determination of gain or loss upon the subsequent disposition of Shares acquired from restricted stock units (or performance share units) will be the amount paid for such Shares plus any ordinary income recognized when the Shares are delivered.

Restricted Stock Awards. Generally, Walmart receives a deduction and the recipient recognizes taxable income equal to the fair market value of restricted stock at the time the restrictions on the Shares lapse and/or the performance criteria are satisfied, as applicable, unless the recipient elects to recognize such income immediately by so electing not later than 30 days after the date of grant by Walmart to the recipient of the restricted stock as permitted under Section 83(b) of the Code, in which case both Walmart’s deduction and the recipient’s inclusion in income occur on the grant date. The participant’s ordinary income is measured as the difference between the amount paid for the Shares, if any, and the fair market value of the Shares on the date the stock is no longer subject to forfeiture, and Walmart will be entitled to a deduction in the same amount.

Limits on Walmart Tax Deduction. Generally, Walmart will be able to take a compensation deduction in the amount of ordinary income a participant recognizes in connection with the exercise, issuance or settlement of an award under the 2025 Stock Incentive Plan, as applicable. However, Walmart’s deduction may be limited by Section 162(m) of the Code, as amended by TCJA, which generally limits the deductibility of compensation paid to any current or prior “covered employees” (as defined in Section 162(m) of the Code) in any one year to $1,000,000 (not including certain grandfathered or excluded amounts).

Section 280G. If an individual’s rights under the 2025 Stock Incentive Plan are accelerated as a result of a change in control and the individual is a “disqualified individual” under Section 280G of the Code, the value of any such accelerated rights received by such individual may be included in determining whether or not such individual has received an “excess parachute payment” under Section 280G of the Code, which could result in (i) the imposition of a 20% federal excise tax (in addition to federal income and employment taxes, if applicable) payable by the individual on the value of such accelerated rights and (ii) the loss by us of a compensation deduction.

Section 409A. Certain types of awards under the 2025 Stock Incentive Plan may constitute, or provide for, a deferral of compensation subject to Section 409A of the Code. Unless certain requirements set forth in Section 409A of the Code are complied with, holders of such awards may be taxed earlier than would otherwise be the case (e.g., at the time of vesting instead of the time of payment) and may be subject to an additional 20% penalty tax (and, potentially, certain interest, penalties and additional state taxes). To the extent applicable, the 2025 Stock Incentive Plan and awards granted under the 2025 Stock Incentive Plan are intended to be structured and interpreted in a manner intended to either comply with or be exempt from Section 409A of Code and the Department of Treasury regulations and other interpretive guidance that may be issued under Section 409A of the Code. To the extent determined necessary or appropriate by the committee, the 2025 Stock Incentive Plan and applicable award agreements may be amended to further comply with Section 409A of the Code or to exempt the applicable awards from Section 409A of the Code.

The 2025 Stock Incentive Plan is not intended to be qualified under Section 401(a) of the Code.