WMTWalmart

Related Person Transaction Review Policy

“The Board has adopted a written policy applicable to all Walmart Executive Officers; all directors and director nominees; all shareholders beneficially owning more than five percent of Walmart’s outstanding Shares; and the immediate family members of each of the preceding persons (collectively, the “Covered Persons”). Any entity in which a Covered Person has an employment or similar relationship with, or in which a Covered Person owns an equity or other economic interest (each, a “Covered Entity”), is also covered by the policy. The Transaction Review Policy applies to any transaction or series of similar or related transactions in which a Covered Person or Covered Entity has a direct or indirect material financial interest and in which Walmart is a participant (each, a “Covered Transaction”), subject to certain exceptions.”

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Related Person Transaction Review Policy

“Under the Transaction Review Policy, each Covered Person is responsible for reporting to Walmart’s Office of the Corporate Secretary any Covered Transactions of which he or she has knowledge before entering into any Covered Transaction. Walmart’s Office of the Corporate Secretary and Chief Audit Executive review each Covered Transaction and consult as necessary with the Global Chief Ethics and Compliance Officer, the Executive Vice President of Corporate Affairs, and other appropriate Walmart personnel. The Office of the Corporate Secretary, with the assistance of Walmart’s Chief Audit Executive, provides information to the Audit Committee for its consideration regarding the Covered Transaction, including: the view or opinion from the business unit desiring to enter into the transaction as to the benefits of the proposed transaction to the company; a point of view from the company’s corporate affairs department as to the reputational impact, if any, of the company entering into the transaction; the view and opinion from the global audit executive as to the fairness of the transaction to the company and its shareholders and whether the transaction was negotiated on an arm’s-length basis; and the view and opinion from the Office of the Corporate Secretary as to whether the Covered Person has otherwise complied with Walmart’s Code of Conduct as it applies to the transaction. The Audit Committee reviews each Covered Transaction and either approves or disapproves the transaction. To approve a Covered Transaction, the Audit Committee must find that:”

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Related Person Transaction Review Policy

“the substantive terms and negotiation of the Covered Transaction are fair to Walmart and its shareholders and the substantive terms are no less favorable to Walmart and its shareholders than those in similar transactions negotiated at an arm’s-length basis; and • if the Covered Person is a director or Executive Officer of Walmart, he or she has otherwise complied with the terms of Walmart’s Code of Conduct as it applies to the Covered Transaction.”

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Related Person Transaction Process

“The following chart shows our process for identification and disclosure of related person transactions.”

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Related Person Transaction Process

“Walmart’s Office of the Corporate Secretary conducts an annual review and determination of related person transactions The NGC and Board conduct an annual determination of director independence, considering the directors’ (and their immediate family members’) direct and indirect relationships with the company Annual disclosures are published in our proxy statement as required by SEC rules (including required related person transaction disclosures)”

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Related Person Transaction Process

“Director, director nominee, executive officer, and principal shareholder questionnaires •Management due diligence reviews Information sources: •Director, director nominee, executive officer, and principal shareholder questionnaires •Schedule 13D and 13G filings •Section 16 reporting •Management due diligence reviews”

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Fiscal 2025 Review of Related Person Transactions

“Our company’s Office of the Corporate Secretary has developed and implemented processes and controls for identifying and obtaining information about proposed or existing transactions between the company and our directors, director nominees, Executive Officers, principal shareholders, or immediate family members of any such persons (collectively, the “related persons”), or entities in which one or more of these related persons has a specified relationship or ownership interest. The Office of the Corporate Secretary analyzes each identified transaction, with the exception of ordinary course retail transactions. Based upon the facts and circumstances of each transaction, the Office of the Corporate Secretary determines whether the related person has or will have a material direct or indirect interest in the transaction. Transactions in which Walmart is a participant, the amount involved exceeds $120,000, and the Office of the Corporate Secretary has determined that the related person has a direct or indirect material interest are referred to as “related person transactions.” Each related person transaction is presented to the Audit Committee for its review and approval. When reviewing a related person transaction, the Audit Committee considers the following factors:”

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Fiscal 2025 Review of Related Person Transactions

“the substantive terms of the transaction, including the type of transaction and the amount involved;”

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Fiscal 2025 Review of Related Person Transactions

“analyses from the company’s Chief Audit Executive regarding the fairness of the transaction to the company and from the Office of the Corporate Secretary regarding whether the Covered Person has otherwise complied with the Code of Conduct; and • any other factors the Audit Committee deems appropriate, including, but not limited to, points of view from the relevant business unit as to the benefits of engaging in the transaction and from the company’s corporate affairs department as to any potential reputational impacts of engaging in the transaction.”

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“Fiscal 2026 Review of Related Person Transactions We disclose in this proxy statement all Covered Transactions that are required to be disclosed under applicable SEC rules. Walmart believes the terms of the transactions described below are comparable to terms that would have been reached by unrelated third parties in arm’s-length transactions. The Audit Committee has approved each of the transactions disclosed below.”

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“A sister of Doug McMillon, a director of Walmart, is an executive officer of Mahco, Incorporated (“Mahco”). During fiscal 2026, Walmart paid Mahco and its subsidiaries approximately $48.1 million in connection with Walmart’s purchases of sporting goods and related products. Walmart expects to purchase similar types of products from Mahco during fiscal 2027.”

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“A brother-in-law of Doug McMillon, a director of Walmart, is a vice president at Walmart and in fiscal 2026 received total compensation of approximately $1,171,000, including base salary, annual incentive bonus, the value of equity awards granted, matching contributions to his 401(k) Plan and Deferred Compensation Matching Plan accounts, health insurance premiums, and other compensation and benefits. Mr. McMillon’s brother-in-law continues to be an Associate of the company, and in fiscal 2027, he may receive compensation and other benefits in amounts similar to or greater than those he received during fiscal 2026.”

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“A sister-in-law of Doug McMillon, a director of Walmart, is a management Associate at Walmart and in fiscal 2026 received total compensation of approximately $564,700, including base salary, annual incentive bonus, the value of equity awards granted, matching contributions to her 401(k) Plan account, health insurance premiums, and other compensation and benefits. Mr. McMillon’s sister-in-law continues to be an Associate of the company, and in fiscal 2027, she may receive compensation and other benefits in amounts similar to or greater than those she received during fiscal 2026.”

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“A brother-in-law of John Furner, an Executive Officer and director of Walmart, is a management Associate at Walmart and in fiscal 2026 received total compensation of approximately $191,600, including base salary, annual incentive bonus, the value of equity awards granted, matching contributions to his 401(k) Plan account, health insurance premiums and other compensation and benefits. Mr. Furner’s brother-in-law continues to be an Associate of the company, and, in fiscal 2027, he may receive compensation and other benefits in amounts similar to or greater than those he received during fiscal 2026.”

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“A brother-in-law of John Furner, an Executive Officer and director of Walmart, is a management Associate at Walmart and in fiscal 2026 received total compensation of approximately $123,800, including base salary, annual incentive bonus, the value of equity awards granted, matching contributions to his 401(k) Plan account, health insurance premiums, and other compensation and benefits. Mr. Furner’s brother-in-law continues to be an Associate of the company, and, in fiscal 2027, he may receive compensation and other benefits in amounts similar to or greater than those he received during fiscal 2026.”

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“A son of Greg Penner, a director of Walmart, was a management Associate at Walmart for a portion of fiscal 2026 and received total compensation of approximately $213,800, including base salary, annual incentive bonus, the value of equity awards granted, matching contributions to his 401(k) Plan account, health insurance premiums, and other compensation and benefits.”

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“A brother of David Guggina, an Executive Officer of Walmart, became a vice president at Walmart in March 2026. In fiscal 2027, Mr. Guggina’s brother is expected to receive total compensation of approximately $1,400,000, including base salary, target annual incentive bonus, the value of equity awards, and a signing bonus. In fiscal 2027, he will also be eligible to receive other benefits, including relocation benefits and health insurance premiums.”

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“As previously disclosed, on April 5, 2022, Walmart entered into an agreement with ABN Holdings, LLC ("ABN Holdings") for the sale of Walmart’s then existing Home Office properties and nearby parcels of land for a total of approximately $60 million. Steuart Walton, a director of Walmart, and his brother indirectly own 100% of the equity interests in ABN Holdings. Under the terms of the property sale agreement, the closing for certain parcels of land (the “Initial Properties”) occurred in fiscal 2023 (the “Fiscal 2023 Closing”) and the closings on the remaining properties (the “Remainder Properties”) was expected to occur when the company moved into its new Home Office Facilities (the “Deferred Closing”). The purchase price of approximately $9 million for the Initial Properties was determined based upon third-party appraisals. The appraised value for the Remainder Properties at the time of the signing of the property sale agreement was approximately $51 million. An escrow deposit of approximately $2.5 million was made in fiscal 2023 in respect of the Remainder Properties. In fiscal 2026, the closing of certain parcels of the Remainder Properties occurred (the “Fiscal 2026 Closing”) and the closing for the remaining Remainder Properties is expected to occur in fiscal 2027 (the “Fiscal 2027 Closing”). The sale price for the properties sold in fiscal 2026 of $19.9 million was based on the appraised value of those Remainder Properties determined by third-party appraisals at the date of the Fiscal 2026 Closing. The sale price for the properties expected to be sold in fiscal 2027 will be based on the appraised value of those properties determined by third-party appraisals at the date of the Fiscal 2027 Closing. The sale of the Initial Properties at the Fiscal 2023 Closing and the Fiscal 2026 Closing resulted in a gain on the sale to Walmart on a net basis and Walmart expects the sale of the Remainder Properties at the Fiscal 2027 Closing to result in a gain on the sale to Walmart on a net basis at the time of that closing.”

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Other Transactions

“In any given year, we may engage in certain transactions with entities in which members of the Walton family have ownership interests. These transactions are typically immaterial, ordinary-course transactions that management believes do not constitute related person transactions. Although Audit Committee approval of certain of these transactions may not be required under the Transaction Review Policy, the Audit Committee may elect to review such transactions from a governance perspective.”

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Other Transactions

“In fiscal 2026, Walmart received payments from or relating to entities in which members of the Walton family have ownership interests totaling approximately $2,194,100 for fees from third-party utility providers for energy savings services, the sale of jet fuel at one of Walmart’s wholly owned subsidiaries, hangar rent, and rent for supercenter banking facilities and other buildings. In fiscal 2026, Walmart paid entities in which members of the Walton family have ownership interests a total of approximately $25,779,800 for fees from third-party utility providers for energy savings services, hotel, lodging, meals, and related services, and ordinary course product purchases of goods for resale. We do not believe that either Walmart or the members of the Walton family have a direct or indirect material interest in any of these transactions between Walmart and the entities in which the Walton family members have ownership interests.”

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Other Transactions

“Walmart believes the terms of the transactions described above are comparable to terms that would have been reached by unrelated third parties in arm’s-length transactions.”

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