Amendment: Walmart Inc. filed SEC Form 8-K: Leadership Update
$WMT
Department/Specialty Retail Stores
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported)
January 16, 2026 (November 13, 2025 )
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported by Walmart Inc. (the “Company”) in a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 14, 2025 (the “Initial Form 8-K”), on November 13, 2025, John Furner was appointed President and Chief Executive Officer of the Company, effective February 1, 2026 (the “Effective Date”). This Current Report on Form 8-K/A is being filed as an amendment to the Initial Form 8-K to provide information regarding Mr. Furner’s compensation in connection with his new position.
In connection with his new role, the Compensation and Management Development Committee (the “CMDC”) of the Company’s Board of Directors approved certain changes to Mr. Furner’s compensation. As of the Effective Date, Mr. Furner’s annualized base salary will be $1,500,000. For the fiscal year ending January 31, 2027 (“fiscal 2027”), Mr. Furner’s target annual cash incentive opportunity under the Company’s Management Incentive Plan is 240% of his base salary, with a maximum possible payout of 300% of his base salary. For fiscal 2027, Mr. Furner will be eligible to receive an annual equity award with a value of approximately $17,000,000, consisting of 85% performance-based restricted stock units and 15% restricted stock, and with the same grant date and vesting schedule as approved by the CMDC for all of the Company’s executive officers. In addition, Mr. Furner will also receive a one-time award of performance-based restricted stock units in connection with his new role with a value of approximately $10,000,000, approximately one-third of which will vest following the first anniversary of the grant date and approximately two-thirds of which will vest following the second anniversary of the grant date.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: January 16, 2026
| WALMART INC. | |||||
| By: | /s/ Gordon Y. Allison | ||||
| Name: | Gordon Y. Allison | ||||
| Title: | Senior Vice President, Office of the Corporate Secretary, and Chief Counsel for Finance and Corporate Governance | ||||