Walmart Inc. WMT

39% shingled-prose overlap between the two filings.

2025: 63,791 chars · 2026: 59,517 chars

• Committee Report:5% overlap (6,000 → 353 chars)
• Pay Ratio (Item 402(u)):40% overlap (3,583 → 3,490 chars)

• changedWe also discuss how our CEO, CFO, and other Named Executive Officers (our NEOs) were compensated in fiscal 2026 2025and describe how their compensation fits within our executive compensation philosophy.
• changedFor fiscal 2026, 2025,our NEOs were:
• changedDoug McMillon*President McMillonPresidentand Chief Executive Officer John Furner*Executive FurnerExecutiveVice President, President andCEO, Walmart U.S. John David RaineyExecutive Vice President and Chief Financial Officer Daniel DankerExecutive KathMcLayExecutiveVice President, AI Acceleration, Product and Design PresidentandCEO,WalmartInternationalSuresh KumarExecutive Vice President, Global Chief Technology Officer and Chief Development Officer ChrisNicholasExecutiveVicePresident,PresidentandCEO,Sam’sClubU.S.
• new* Mr. McMillon retired as President and CEO effective January 31, 2026, and Mr. Furner was appointed President and CEO effective February 1, 2026.
• new2026 Proxy Statement 55
• new1 Fiscal 2026 Compensation and Performance Overview
• changedUse Performance Metrics that are understandable, thataretied to key performance indicators, and can be impacted by thatour executives and ultimately drive shareholder value. havetheabilitytoimpact.
• changedEstablish Performance Goals that are aligned with our long-term strategy, strategyandfinancial and operating plans, and deliver long-term value for shareholders. plans.
• changedProvide Competitive Target Total Compensation payto attract and retain highly qualified talent at all levels.
• changedEncourage Leadership Accountability by tying a higher percentage of compensation to performance for those at higher levels in the organization. levels.
• new56 2026 Proxy Statement
• changedWe believe that our continuing strategic investments in our people, our stores, lower prices, eCommerce, technology, supply chain automation, and inscaling our newer, complementary complimentarybusinesses are deepening our relationships relationshipwith our customers, customersandresulting in a better customer experience.
• changedWe again delivered strong financial results in fiscal 2026, creating additional capacity 2025,whichallowsustocontinueto fund the investments necessary to continue to transform our business, drive sustainable long-term growth, and deliver on our long-term financial plan.
• changedSales Operating Income ROI RationaleKey PerformanceMetricRationaleFiscal2025HighlightsSalesKeyindicator of omnichannel retail performance encompassing both physical and digital channels, is highly correlated to comparable sales growth, and is aligned with our growth strategy.
• changedGiven the importance of sales growth to our strategy, we include sales as a component of both our annual cash incentive plan and our long-term performance equity program.Fiscal 2026 Highlights•Increased 5.1% program.Increased5.5%on a constant currency basis•Exceeded basis,exceedinginitial guidance of 3%- 4% growth; 3%to4%;strong growth in eCommerce across all three segments, including growth areas newerbusinessessuch as advertising and marketplace RationaleKey marketplace.OperatingIncomeAlsoakeyretail performance indicator, promoting andincludingoperatingincomeasaperformancemetricpromotesdiscipline as Walmart continues to grow.
• changedOperating income is included as a metric in our annual cash incentive plan to appropriately balance incentives for growth and returns.Fiscal 2026 Highlights•Adjusted returns.Adjustedoperating income increased 5.4% 9.7%on a constant currency basis•Delivered top end of basis,exceedinginitial guidance range of 3.5% to 5.5% growth despite tariff environment; continued 4.0%to grow 6.0%andgrowingfaster than sales RationaleKey indicator of sales.ROIMeasureshow effectively we are deploying our assets as we continue to make significant strategic investments across the business.
• newWe include ROI as a metric in our long-term performance equity program to incentivize and reward management for value creating deployment of shareholder capital.Fiscal 2026 Highlights•Achieved 15.1%, compared to a ten-year high of 15.5% in fiscal 2025•Reflects an increase in average invested capital and impacts from discrete items
• newTo make results comparable from year-to-year, we exclude certain items from our reported results of operations for incentive plan purposes.
• newFor more information about how we calculate sales, operating income, and ROI for incentive plan purposes, see the rest of this CD&A, including “Why do the Results Used in Our Incentive Plans Differ from Our Reported Results of Operations for Fiscal 2026?” beginning on page 71.
• new2026 Proxy Statement 57
• changedAnnual goals aresettotake into account and align with our five-year long-range plan, which is refreshed annually.
• changedApril Long-RangePlanningApril- September September SeptemberAnnualOperatingPlanSeptember- January September JanuaryIncentivePlansSeptember- March Long-Range Planning Annual Operating Plan Incentive Plans · Assess March•Assesscompetitive landscape and macro trends· Refine trends•Refineenterprise strategy and segment-specific initiatives · Develop initiatives•Developannual operating plan in light of long-range planning and strategic initiatives· Review initiatives•Reviewstrategy and planned capital expenditures · Review expenditures•Reviewchoice of incentive metrics to ensure that they support enterprise strategy· Establish strategy•Establishperformance goals aligned with annual operating plan and guidance
• changedAs shown in the charts below, a substantial majority of our NEOs’ fiscal 2026 2025target total direct compensation, or TDC, was performance-based.
• new58 2026 Proxy Statement
• changedPerformance-Based Framework Pay FrameworkPayand Performance Alignment Equity AlignmentEquityOwnership Best Practices Shareholder Accountability •72%-82% PracticesShareholderAccountability•72%-82%of each NEO's TDC is performance-based and a majority is in the form of equity•No employment contracts with our NEOs•No change-in-control benefits•No pension or similar retirement plans•No excessive perquisites •Direct link between pay and performance as fiscal 2026 2025incentive payments align arealignedwith our performance•Annual CEO pay for performance analysis •Significant majority of target TDC in the form of equity, which aligns the interests of our executives with those of our shareholders •Robust shareholders•Robuststock ownership guidelines•No hedging or short sales of Walmart stock permitted•No unapproved pledging of Walmart stock as collateral•No recycling of Shares used for taxes or option exercises•No dividends or equivalents paid on unvested performance equity•No single-trigger equity acceleration upon change in control •Shareholder control•Conductextensiveshareholderoutreach on executive compensation•Annual compensation•Holdannualshareholder say-on-pay vote•Use vote•Mitigateriskbyusinga variety of financial performance measures that balance growth and returns•Robust recoupment and forfeiture policies
• new2026 Proxy Statement 59
• changed2 NEO 2NEOCompensation Components and Pay Mix
• changedWhat are the Primary Components of Fiscal 2026 2025NEO Compensation?
• changedThere are three components of our executives’ fiscal 2026 2025TDC: base salary, annual cash incentive, and long-term equity.
• changedComponent Description/Objective Performance Rewarded Form ComponentDescription/ObjectivePerformanceRewardedFormand Timing of Payout Base Salary Fixed PayoutBaseSalaryFixedbase of cash compensation commensurate with job responsibilities and experience Subject experienceSubjectto annual adjustment based on individual performance Paid performancePaidin cash bi-weekly Annual Cash Incentive Variable bi-weeklyAnnualCashIncentiveVariablepay intended to incentivize performance against key operational metrics aligned with our strategyGoals are set at the beginning of the fiscal year and aligned with annual operating plan and guidance •Sales•Operating Income Paid guidance•Sales•OperatingIncomePaidin cash after the end of the fiscal year Long-Term Equity Performance Equity Variable yearLong-TermEquityPERFORMANCEEQUITYVariablepay intended to incentivize performance against metrics aligned with our long-term strategic goals •ROI•Sales•Stock performance Paid goals•ROI•Sales•StockperformancePaidin Shares; one-year performance period with an additional two-year vesting period Restricted Stock Equity intended periodRESTRICTEDSTOCKIntendedto align executives’ long-term interests with our shareholders’ interests and promote retention •Stock performance Paid retentionValuerealizeddependsonlong-termstockperformancePaidin Shares vesting annually over a three-year period
• new60 2026 Proxy Statement
• changed3 Executive 3ExecutiveCompensation Governance and Process
• changedThe CMDC, which consists entirely of Independent Directors, is responsible for establishing and approving executive compensation for all Executive Officers, including the CEO and other NEOs, and for overseeing our executive compensation program (see page 30 29for more information about the CMDC).
• changedBoard of Directors CMDC Management •Oversees CMDCManagement•Overseesstrategy and long-range plan; approves annual operating plan and capital expenditures•Receives reports from the CMDC on CEO compensation matters •Reviews matters•Reviewsand approves compensation of CEO and other Executive Officers•Approves incentive metrics and goals aligned with long-range plan and annual operating plan•Oversees Walmart’s compensation and benefits programs•Oversees management development and succession planning•Oversees planning•Engagesindependentcompensationconsultant•Overseescompliance with stock ownership guidelines and clawback policy•Engages independent compensation consultant •Recommends policy•CEOrecommendsto the CMDC regarding onnon-CEOExecutive Officer compensation•No compensation•MembersoftheGlobalPeopleteamattendCMDCmeetingsandprovideinformationandrecommendationsoncompensationdesign•Nomember of management participates in discussions regarding his or her compensation•Provides information and recommendations on compensation design
• changedThe CMDC annually reviews the independence of its independent compensation consultant in light of SEC rulesand stock exchange NYSEListedCompanyrules regarding compensation consultant independence and has affirmatively concluded that Farient is independent from Walmart and has no conflicts of interest relating to its engagement by the CMDC.
• new2026 Proxy Statement 61
• changedData Source/Responsibility Purpose How Source/ResponsibilityPurposeHowIt’s Used Review ofAnnual andLong-termBusiness Plans •••• BoardSPFCCMDCManagement Establish Plans•Board•SPFC•CMDC•ManagementEstablishincentive metrics aligned with annual operating plan and long-term objectives objectivesToReview the choice of incentive metrics to andensure they support our long-term strategic plan and drive results tied to shareholder value Pay forPerformanceAlignment • • Independent forPerformanceAlignment•Independentcompensation consultantPublicly consultant•Publiclyavailable compensation information Evaluate informationEvaluatepay-for-performance alignment of CEO compensation with performance relative to peers peersToAssess the reasonableness of CEO pay in light of pay,the CMDC’s independent consultant’s consultantconductsanalyses regarding the alignment of CEO pay and performance Peer GroupBenchmarking • • • Independent GroupBenchmarking•Independentcompensation consultant (for CEO)Publicly CEO)•Publiclyavailable compensation information for peer groupPay surveys Setting groupSettingpay and establishing target TDC opportunity Use benchmarking opportunityBenchmarkingdata isusedas a general guide to setting appropriately competitive compensation levels consistent with our emphasis on performance-based compensationEnsure compensationToensureour NEOs’ target TDC is areset within a atcompetitive range levelsrelative to our market for talent IndividualPerformanceAssessments •••• BoardCMDCCEO peergroupIndividualPerformanceAssessments•Board•CMDC•CEO(for other NEOs)Global NEOs)•GlobalPeople Division Evaluate DivisionEvaluateindividual performance for purposes of pay decisions Help determine decisionsFactorindeterminingincentive payouts for recently completed fiscal year; alsoimpactsmerit increases (if any), any)and incentive award opportunities for the next award cycle Tally Sheets • Global cycleTallySheets•GlobalPeople Division Evaluate DivisionEvaluatingtotal compensation and internal pay equity Summarizes equityTallysheets:•Summarizethe total value of the compensation realizable by each NEO for the upcoming fiscal yearQuantifies year;•Quantifythe value of each element of that compensation, including perquisites and other benefitsQuantifies benefits;and•Quantifythe amount amountsthat would be owed to each NEO upon separation from our company CompanyAchievement of Prior Year Performance Goals andSetting ofCurrent YearIncentiveGoals • • CMDC (with input from consultant)Management Assess YearIncentiveGoals•CMDC•ManagementAssesscurrent year company performance against financial and operating metrics metricsToDetermine award payments for the recently completed fiscal year and set target levels for following yearAssess yearToassessthe ease or difficulty of attaining performance goals and whether adjustments need to be made to incentive metrics for the following award cycleEstablish cycleToestablishincentive goals for the current year that support our strategic transformation and are aligned with operating plan, financial guidance, and our long-range plan ShareholderOutreach •• BoardManagement Obtain ShareholderOutreach•Board•ManagementObtaininvestor feedback on our executive compensation program programToUnderstand investor expectations and monitor trends in executive compensation; used to evaluate compensation policies, practices, and plansHelps plansShareholderfeedbackhelpsinform our executive compensation program design
• new62 2026 Proxy Statement
• new24 Peer Companies
• changedHow is Peer Group and Survey Data Used by the CMDC?
• changedThe CMDC reviews publicly available compensation information from peer companies as well as survey data when establishing target TDC for our executives.
• changedDuring the fiscal 2024 pay cycle, the CMDC refined our peer group criteria to reflect our evolving strategy, which reduced reducingthe number of peer group companies.
• changedThe characteristics used to select our current peer group companiesinclude companies broadly aligned with our enterprise strategy, including our new and emerging business lines; companies with which we compete for talent; and U.S.-based, publicly-traded companies with annual revenue or market capitalization above $100 billion.
• changedAswithOur previouspeergroup,thecurrentpeer group also excludes companies whose current CEO is also the founder.
• newCompensation Peer Group Screening Methodology
• newStep 1: Geography Screen Step 2: Ownership Screen Step 3: Size and Strategy Screen U.S.-headquartered companies Publicly traded Revenue: >$100B, orMarket Cap: >$100B Aligned to Enterprise Strategy, orCompete for Talent
• newExcluded private companies Excluded companies whose CEO is the founder
• newApplying this methodology, our peer group consisted of the following 24 companies when setting fiscal 2026 compensation.
• changedWalmart Proxy Peer Group Albertsons GroupAlbertsonsCompanies Inc.Alphabet Inc.Amazon.com, Inc.American Express CompanyApple Inc.Comcast Corporation Costco CorporationCostcoWholesale CorporationCVS Health CorpThe Home Depot Inc.JPMorgan Inc.IntelCorpJohnson&JohnsonJPMorganChase & Co.The Kroger Co.McDonalds Corporation McKesson CorporationMcKessonCorporationMeta Platforms, Inc.Microsoft CorporationNike, Inc.PepsiCo, Inc.The Procter & Gamble Co. Inc.PfizerInc.Target CorporationT-Mobile US, Inc.United CorporationUnitedParcel Service, Inc.UnitedHealthGroup,Inc.Verizon Communications Inc.Walgreens Boots Alliance, Inc.Walt Disney Company
• new2026 Proxy Statement 63
• changedWalmart Positioning Relative to Compensation Peer Group (as of Fiscal Year End 2025) 2024)
• changedIndividual Performance CEO Pay and Performance Alignment Tally Sheets The IndividualPerformanceTheCMDC considers the individual performance of each NEO, including each NEO’s contributions to our key strategic priorities and operational goals, as described under “Fiscal 2026 2025NEO Pay and Performance Summaries” beginning on page 73. 74.CEOPayandPerformanceAlignmentTheCMDCreviewsanassessmentbyitsindependentcompensationconsultantregardingthealignmentofourCEO’spaywithourcompany’sperformance.
• newThe CMDC reviews an assessment by its independent compensation consultant regarding the alignment of our CEO’s pay with our company’s performance.
• newThis assessment concluded that Walmart’s pay program and CEO pay were appropriately aligned with performance during fiscal 2026.
• newThe CMDC also reviews “tally sheets” prepared by our company’s Global People Division.
• changed•the overall performance of our company and its operating segments and/or areas of responsibility responsibility;
• changed•each NEO’s job responsibilities, expertise, historical compensation, and years and level of experience experience;and
• changed•our overall succession planning and the importance of retaining each NEO and each NEO’s potential to assume greater responsibilities in the future future.
• new•competitive market pay for each NEO position
• new64 2026 Proxy Statement
• changedWhere appropriate, our Lead Independent Director participates in someofthese engagements.
• newFeedback
• newWhile our shareholders have expressed a wide range of perspectives on our executive compensation program in our engagements, most have expressed overall support, as evidenced by our say-on-pay results above.
• newFeedback on specific aspects of our executive compensation program has included:
• newShareholder Concerns Walmart’s Response Our performance equity program uses a one-year performance period Some shareholders expressed a preference for using multi-year goals in the long-term performance equity incentive plan.
• changedAs described below on page 67, 65,our single-year goals are set within the context of our multi-year financial framework, subject to oversight by the Board and CMDC.
• newFurther, because awards are paid out in Shares, the three-year vesting cycle aligns the interests of management with those of our shareholders.
• changedFurther,becauseawardsarepaidoutinShares,thethree-yearvestingcyclealignstheincentivesofmanagementwiththoseofourshareholders.TheuseofSales is used as a performance metric in both our annual and long-term incentive plans Some plansSomeshareholders expressed concern that including sales metrics in both our annual and long-term incentive plans could result in executives being rewarded twice for meeting sales targets.
• changedSales growth is a critical part of both our annual and long-range planning, and continued sales growth is critical to enabling our continuedinvestments in our people and technology.
• changedFurther, Wefurthernotedthatwhen sales was first added to our annual cash incentive program over a decade ago, in2015,it was not accompanied by an increase in overall incentive opportunity, but rather reflected a shift in incentive metric mix from 100% operating income to place more emphasis on growth in both the short and long term.
• newWe believe this approach is validated by our strong growth track record.
• new2026 Proxy Statement 65
• new4 Fiscal 2026 Performance Metrics
• changedOur NEOs’ performance-based pay for fiscal 2026 2025continued to be based on achieving objective, pre-established financial goals for the following metrics*:
• changed* For purposes of our incentive programs, total company andinternationalsales, operating income, and ROI are calculated on a constant currency basis and exclude certain items, such as revenue from fuel sales and Sam’s Club U.S. tobacco sales.
• newSee page 71 for more information.
• changedUnlike metrics tied to stock price or shareholder return, the decisions and actions of our senior leaders executivescan have a direct impact on our sales, operating income, and ROI.
• newWhile our incentive programs are tied to total company performance, each of our segment CEOs also has a significant portion of his or her annual cash incentive and long-term performance equity tied to the sales and operating income performance of his or her segment.
• changed•The CMDC believes that success with respect to these metrics has and will continue to support shareholder value and facilitate our strategic transformation over the long term.
• changedWe believe that strong performance with respect to these key omnichannel retail metrics should translate into shareholder value creation over time, and that our improvingROI performance (as shown on the next page) is evidence that our incentive structure is aligned with performance.

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