Walmart Inc. Prices Sizable Multi-Tranche U.S. and Canadian Senior Notes Offerings

Overview of the Filing

On October 23, 2026, Walmart Inc. filed a Current Report on Form 8-K under Item 8.01 (Other Events) reporting the pricing of two multi-tranche debt offerings conducted pursuant to its existing Form S-3ASR shelf registration statement (File No. 333-275878).

Debt Offering Structure

1. U.S. Dollar Offering ($3.0 Billion Total Principal)

Under the U.S. Offering Pricing Agreement dated October 19, 2026, Walmart agreed to issue four tranches of senior unsecured notes through underwriting representatives BNP Paribas Securities Corp., BofA Securities, Inc., Morgan Stanley & Co. LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, and Wells Fargo Securities, LLC:

• $750,000,000 of 5.050% Notes Due 2029 (Price: 99.994%; Net proceeds: $748,080,000)
• $500,000,000 of 5.150% Notes Due 2031 (Price: 99.800%; Net proceeds: $497,250,000)
• $1,000,000,000 of 5.350% Notes Due 2033 (Price: 99.873%; Net proceeds: $994,730,000)
• $750,000,000 of 5.550% Notes Due 2036 (Price: 99.780%; Net proceeds: $744,975,000)

Aggregate net proceeds from the U.S. tranche (after underwriting discounts but before allocable expenses) are expected to be approximately $2,985,035,000.

2. Canadian Dollar Offering (C$5.0 Billion Total Principal)

Under the Canadian Offering Pricing Agreement dated October 19, 2026, Walmart agreed to issue four tranches through Merrill Lynch Canada Inc., Scotia Capital Inc., and TD Securities Inc.:

• C$750,000,000 of 4.150% Notes Due 2030 (Price: 99.996%; Net proceeds: C$747,720,000)
• C$2,000,000,000 of 4.450% Notes Due 2033 (Price: 99.946%; Net proceeds: C$1,991,520,000)
• C$1,750,000,000 of 4.950% Notes Due 2038 (Price: 99.991%; Net proceeds: C$1,742,842,500)
• C$500,000,000 of 5.250% Notes Due 2056 (Price: 99.805%; Net proceeds: C$496,525,000)

Aggregate net proceeds from the Canadian tranche (after underwriting discounts but before allocable expenses) are expected to be approximately C$4,978,607,500.

Terms and Seniority

All notes will be senior, unsecured debt securities of Walmart Inc., ranking equally with all existing and future senior unsecured debt obligations of the company. The notes are governed by the Indenture dated July 19, 2005, between Walmart and The Bank of New York Mellon Trust Company, N.A., as successor trustee.

Capital Structure & Market Impact

This transaction represents routine liquidity and balance-sheet liability management for Walmart, refinancing maturities and funding general corporate requirements across both domestic and international debt capital markets. Because these are standard fixed-rate senior debt securities and non-dilutive to equity holders, the direct trading impact on WMT common stock is considered low.