Walmart Inc. (WMT) Q2 FY2027 8-K Filings and Company Events

Filings that contain financial statements

The following current reports furnish full quarterly (or annual) condensed consolidated financial statements, income statement, balance sheet, cash flow statement, and segment detail, in their Exhibit 99.1 press release:

• Accession 0000104169-26-000145 (Form 8-K, filed August 20, 2026): second-quarter and six-month results for the period ended July 31, 2026.
• Accession 0000104169-26-000095 (Form 8-K, filed May 21, 2026): first-quarter results for the period ended April 30, 2026.
• Accession 0000104169-26-000032 (Form 8-K, filed February 19, 2026): fourth-quarter and full fiscal-year 2026 results for the period ended January 31, 2026.
• Accession 0000104169-25-000177 (Form 8-K, filed November 20, 2025): third-quarter and nine-month results for the period ended October 31, 2025.

Earnings and guidance

Second quarter fiscal 2027 (August 20, 2026, accession 0000104169-26-000145). Revenue of $187.9 billion, up 5.9% (5.1% in constant currency); operating income of $9.4 billion, up 28.8% (17.4% adjusted, constant currency), aided by tariff refunds received in the quarter that were partly offset by price investments. GAAP diluted EPS was $0.80; adjusted EPS was $0.81. Global eCommerce sales grew 23%. Walmart raised its full-year fiscal 2027 outlook, now guiding to net sales growth of 4.0%–5.0% (constant currency), adjusted operating income growth of 7.0%–8.5%, and adjusted EPS of $2.80–$2.87. Third-quarter guidance calls for net sales growth of 3.0%–3.75% and adjusted EPS of $0.62–$0.64. Operating cash flow was $19.7 billion for the six months; free cash flow was $5.5 billion. The company had repurchased 42.3 million shares for $5.1 billion year-to-date, leaving $25.1 billion of the $30 billion authorization approved in February 2026.

First quarter fiscal 2027 (May 21, 2026, accession 0000104169-26-000095). Revenue of $177.8 billion, up 7.3% (5.9% constant currency); operating income of $7.5 billion, up 5.0% (5.1% adjusted, constant currency), negatively affected by roughly 250 basis points from higher fuel costs in distribution and fulfillment. GAAP diluted EPS was $0.67; adjusted EPS was $0.66. Global eCommerce sales grew 26%. The company reiterated its full fiscal 2027 outlook and issued second-quarter guidance of 4.0%–5.0% constant-currency net sales growth and adjusted EPS of $0.72–$0.74. It also disclosed raising $4.25 billion in long-term debt for general corporate purposes at favorable rates (see debt issuance below). The company repurchased 16.6 million shares for $2.1 billion in the quarter.

Fourth quarter and full fiscal year 2026 (February 19, 2026, accession 0000104169-26-000032). Fourth-quarter revenue was $190.7 billion, up 5.6% (4.9% constant currency); operating income of $8.7 billion, up 10.8% (10.5% adjusted, constant currency). GAAP diluted EPS was $0.53; adjusted EPS was $0.74. Full fiscal 2026 revenue was $713.2 billion, up 4.7%; full-year operating income was $29.8 billion, up 1.6% (5.4% adjusted, constant currency). The company announced a new $30 billion share repurchase authorization, replacing the remaining capacity under the prior authorization, and disclosed that it had increased its annual dividend to $0.99 per share (from $0.94). Walmart issued initial fiscal 2027 guidance of 3.5%–4.5% constant-currency net sales growth, 6.0%–8.0% adjusted operating income growth, and adjusted EPS of $2.75–$2.85.

Third quarter fiscal 2026 (November 20, 2025, accession 0000104169-25-000177). Revenue of $179.5 billion, up 5.8% (6.0% constant currency); GAAP operating income declined 0.2% due to a non-cash share-based compensation charge at PhonePe taken in anticipation of a potential IPO, but adjusted operating income rose 8.0% (constant currency). GAAP diluted EPS was $0.77; adjusted EPS was $0.62. The company raised its full fiscal 2026 outlook to net sales growth of 4.8%–5.1% and adjusted operating income growth of 4.8%–5.5% (constant currency), with adjusted EPS guidance of $2.58–$2.63.

Capital markets and capital allocation

Debt issuance, April 27–30, 2026 (accession 0001193125-26-194086). Walmart priced $4.25 billion aggregate principal amount of new senior unsecured notes across five tranches, Floating Rate Notes due 2029 ($350 million), 4.000% Notes due 2029 ($650 million), 4.150% Notes due 2031 ($1.0 billion), 4.450% Notes due 2033 ($1.25 billion), and 4.750% Notes due 2036 ($1.0 billion), for aggregate net proceeds of approximately $4.23 billion, settling April 30, 2026.

Exchange listing transfer, effective December 2025 (accession 0000104169-25-000177, filed November 20, 2025). Walmart notified the NYSE of its intent to voluntarily withdraw its common stock and outstanding notes from NYSE listing and transfer them to Nasdaq. Trading ended on the NYSE at market close December 8, 2025, and began on Nasdaq (ticker WMT) at market open December 9, 2025.

Share repurchase authorization, February 2026. As noted above, the board approved a new $30 billion share repurchase program in connection with fourth-quarter/fiscal-2026 results, replacing the prior authorization. Roughly $25.1 billion of capacity remained as of the second quarter of fiscal 2027 (July 31, 2026).

Leadership and governance changes

CEO succession. On November 11, 2025, C. Douglas McMillon notified the board he would retire as President and CEO effective the close of business January 31, 2026; on November 13, 2025, the board appointed John R. Furner, then EVP and CEO of Walmart U.S., as President and CEO effective February 1, 2026, and elected him to the board (accession 0000104169-25-000172, filed November 14, 2025). Mr. McMillon remained an employee and director through the transition, with a post-retirement agreement running through January 31, 2027. A subsequent Form 8-K/A (accession 0000104169-26-000024, filed January 16, 2026) disclosed Mr. Furner's compensation for the new role: an annualized base salary of $1,500,000 effective February 1, 2026; a fiscal 2027 Management Incentive Plan target of 240% of base salary with a 300% maximum; a fiscal 2027 annual equity award of approximately $17,000,000 (85% performance-based RSUs, 15% restricted stock); and a one-time award of performance-based RSUs of approximately $10,000,000, roughly one-third vesting after the first anniversary of grant and two-thirds after the second.

Senior leadership realignment, effective February 1, 2026 (accession 0000104169-26-000023, filed January 16, 2026). In connection with Mr. Furner's move to CEO, Walmart appointed David Guggina as EVP, President and CEO of Walmart U.S.; Christopher Nicholas (previously CEO of Sam's Club U.S.) as EVP, President and CEO of Walmart International; and Latriece Watkins as EVP, President and CEO of Sam's Club U.S. Separately, the company disclosed that Kathryn McLay, EVP and President/CEO of Walmart International, would depart the company, remaining in a transitional role through her separation date of April 30, 2026. A subsequent Form 8-K/A (accession 0000104169-26-000028, filed January 30, 2026) disclosed the terms of Ms. McLay's separation agreement, including cash payments totaling $2.82 million over two years and accelerated vesting of 24,051 restricted shares.

Board appointment. Effective January 8, 2026, Walmart's board appointed Shishir Mehrotra as a new director, assigned to the Compensation and Management Development Committee and the Technology and eCommerce Committee (accession 0000104169-26-000008).

Other accounting-officer change. On October 22, 2025, Walmart announced that Dwayne Milum, then SVP and Chief Audit Executive, would become SVP and Controller (the company's principal accounting officer) effective February 1, 2026, succeeding David Chojnowski, who moved to SVP, Treasurer and Tax (accession 0000104169-25-000168).

Annual meeting and charter amendment

At its June 4, 2026 annual shareholders' meeting, Walmart shareholders elected all eleven director nominees, ratified Ernst & Young LLP as independent auditor for fiscal 2027, approved (on an advisory basis) named-executive-officer compensation, and approved an amendment to the certificate of incorporation limiting the liability of certain officers to the fullest extent permitted under Delaware law. Shareholders rejected four shareholder proposals (cumulative voting, workplace health and safety reporting, immigration policy reporting, and AI/automation workforce impact reporting). The charter amendment and a restated certificate of incorporation were filed with the Delaware Secretary of State and became effective June 4, 2026 (accession 0000104169-26-000111).

Not reflected in the filings reviewed

No Form 8-K in the period reviewed disclosed a signed or completed acquisition, divestiture, restructuring charge program, impairment, or legal/regulatory settlement rising to Item 8.01/2.01 materiality beyond the items described above (the PhonePe share-based compensation charge and prior-year opioid litigation proceeds referenced in the earnings releases relate to matters disclosed in earlier periods, not new events in this window).