Walmart Inc. 8-K/A

What Happened
Walmart filed an amended Form 8-K (Item 5.02) on Jan 16, 2026 to supplement its Nov 14, 2025 report announcing John Furner’s appointment as President and Chief Executive Officer, effective February 1, 2026. The amendment provides details of the compensation package approved by the Compensation and Management Development Committee.

Key Details

• Annualized base salary effective Feb 1, 2026: $1,500,000.
• Fiscal 2027 target annual cash incentive: 240% of base salary (maximum payout 300% of base).
• Fiscal 2027 annual equity award: approximately $17,000,000 total value — 85% performance-based restricted stock units (PSUs) and 15% restricted stock, with the same grant date and vesting schedule as other senior executives.
• One-time transition PSU award: approximately $10,000,000 in performance-based RSUs; ~1/3 vests after 1 year and ~2/3 vests after 2 years from grant.

Why It Matters
This filing gives investors specifics on Walmart’s CEO succession costs and pay alignment. Furner’s package is heavily weighted to performance-based equity and large incentive targets, indicating the company is tying significant compensation to future performance and retention. Investors should note the potential impact on executive compensation expense and future equity dilution as these awards vest and, for fiscal planning, the cash incentive percentages apply to the fiscal year ending Jan 31, 2027.