SEC Form 8-A12B filed by Walmart Inc.

12/8/25 4:32:03 PM ET

$WMT

Department/Specialty Retail Stores

Consumer Discretionary

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8-A12B 1 form8-axdecember2025.htm 8-A12B Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Walmart Inc.

(Exact name of registrant as specified in its charter)


Delaware			71-0415188
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1 Customer Drive

Bentonville, AR 72716

(Address of Principal Executive Offices) (Zip code)

Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class									Name of each exchange on which registered
Common Stock, par value $0.10 per share									The Nasdaq Stock Market LLC
2.550% Notes due 2026									The Nasdaq Stock Market LLC
1.050% Notes due 2026									The Nasdaq Stock Market LLC
1.500% Notes due 2028									The Nasdaq Stock Market LLC
4.875% Notes due 2029									The Nasdaq Stock Market LLC
5.750% Notes due 2030									The Nasdaq Stock Market LLC
1.800% Notes due 2031									The Nasdaq Stock Market LLC
5.625% Notes due 2034									The Nasdaq Stock Market LLC
5.250% Notes due 2035									The Nasdaq Stock Market LLC
4.875% Notes due 2039									The Nasdaq Stock Market LLC

________________________________

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), please check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), please check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

Not applicable

Securities to be registered pursuant to Section 12(g) of the Act:

None

_________________________________________________________________________________

EXPLANATORY NOTE

Walmart Inc. (the “Company”) is filing this Registration Statement on Form 8-A in connection with the transfer of the listings from the New York Stock Exchange (the “NYSE”) to The Nasdaq Stock Market LLC (“Nasdaq”) of: (i) the Company’s common stock, par value $0.10 per share (the “Common Stock”), (ii) the Company’s 2.550% Notes due 2026 (the “2.550% 2026 Notes”); the Company’s 1.050% Notes due 2026 (the “2026 Notes”); the Company’s 1.500% Notes due 2028 (the “2028 Notes”); the Company’s 4.875% Notes due 2029 (the “2029 Notes”); the Company’s 5.750% Notes due 2030 (the “2030 Notes”); the Company’s 1.800% Notes due 2031 (the “2031 Notes”); the Company’s 5.625% Notes due 2034 (the “2034 Notes”); the Company’s 5.250% Notes due 2035 (the “2035 Notes”); and the Company’s 4.875% Notes due 2039 (the “2039 Notes” and collectively with the 2.550% 2026 Notes, the 2026 Notes, the 2028 Notes, the 2029 Notes, the 2030 Notes, the 2031 Notes, the 2034 Notes, and the 2035 Notes, the “Company Notes”). The Common Stock and the Company Notes will trade on Nasdaq under the symbols “WMT”, “WMT26”, “WMT26A”, WMT28C”, WMT29B”, WMT30B”, “WMT31A”. “WMT34”, “WMT35A”, and “WMT39”, respectively. The Company expects the listing and trading of the Common Stock and the Company Notes on the NYSE to cease at the close of trading on or about December 8, 2025, and the listing and the trading of the Common Stock and the Company Notes on Nasdaq to begin at market open on or about December 9, 2025.

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

Common Stock

The description of the Common Stock under the caption “Description of Common Stock” included in Exhibit 4.8 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2024 (File No. 001-06991) filed with the Securities and Exchange Commission (the “SEC”) on March 15, 2024 (the “Annual Report”) is incorporated herein by reference, except that any reference to the NYSE is hereby amended to refer to Nasdaq.

Company Notes

The 2.550% 2026 Notes, the 2026 Notes, the 2028 Notes, the 2029 Notes, the 2030 Notes, the 2031 Notes, the 2034 Notes, and the 2039 Notes were each issued under an Indenture, dated as of July 19, 2005, between the Company and The Bank of New York Mellon Trust Company, N.A. (“BNYM”) , as successor-in-interest to J.P. Morgan Trust Company, National Association (“JPMTC”), as trustee, as amended by the First Supplemental Indenture, dated as of December 1, 2006, the Second Supplemental Indenture, dated as of December 19, 2014, and the Third Supplemental Indenture, dated as of June 26, 2018, which are incorporated herein by reference to Exhibit 4.4, Exhibit 4.5, Exhibit 4.6 and Exhibit 4.7 hereto, respectively.

The 2030 Notes were issued under an Indenture, dated as of December 11, 2002, between the Company and BNYM, as successor trustee to JPMTC, as successor trustee to Bank One Trust Company, NA (“Bank One”), as trustee, which is incorporated herein by reference to Exhibit 4.3 hereto.

The 2035 Notes were issued under an Indenture, dated as of April 1, 1991, between the Company and BNYM, as successor trustee to JPMTC, as successor trustee to Bank One, as successor trustee to the First National Bank of Chicago, as trustee, as amended by the First Supplemental Indenture, dated as of September 9, 1992, which are incorporated herein by reference to Exhibit 4.1 and Exhibit 4.2 hereto, respectively.

The description of the Company Notes under the caption “Description of Debt Securities” included in Exhibit 4.8 to the Annual Report is incorporated herein by reference.

Item 2. Exhibits


4.1						Indenture dated as of April 1, 1991, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, as successor trustee to The First National Bank of Chicago, Trustee, is incorporated herein by reference to Exhibit 4(a) to Registration Statement on Form S-3 (File Number 33-51344)*

4.2						First Supplemental Indenture dated as of September 9, 1992, to the Indenture dated as of April 1, 1991, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, as successor trustee to The First National Bank of Chicago, Trustee, is incorporated herein by reference to Exhibit 4(b) to Registration Statement on Form S-3 (File Number 33-51344)*

4.3						Indenture dated as of December 11, 2002, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, is incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-3 (File Number 333-101847)

4.4						Indenture dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association is incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-3 (File Number 333-126512)

4.5						First Supplemental Indenture, dated December 1, 2006, between the Company and The Bank of New York Trust Company, N.A., as successor-in-interest to J.P. Morgan Trust Company, National Association, as Trustee, under the Indenture, dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association, as Trustee, is incorporated herein by reference to Exhibit 4.6 to Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (File Number 333-130569)

4.6						Second Supplemental Indenture, dated December 19, 2014, between the Company and The Bank of New York Trust Company, N.A., as successor-in-interest to J.P. Morgan Trust Company, National Association, as Trustee, under the Indenture, dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association, as Trustee, is incorporated herein by reference to Exhibit 4.3 to Registration Statement on Form S-3 (File Number 333-201074)

4.7						Third Supplemental Indenture, dated June 26, 2018, between the Company and The Bank of New York Trust Company, N.A., as successor-in-interest to J.P. Morgan Trust Company, National Association, as Trustee, under the Indenture, dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association, as Trustee, is incorporated herein by reference to Exhibit 4(S) to Current Report on Form 8-K filed on June 26, 2018

4.8						Series Terms Certificate as to the 1.050% Notes Due 2026 of the Company is incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K filed on September 15, 2021

4.9						Series Terms Certificate as to the 1.500% Notes Due 2028 of the Company is incorporated herein by reference to Exhibit 4.2 to Current Report on Form 8-K filed on September 15, 2021

4.10						Series Terms Certificate as to the 4.875% Notes Due 2029 of the Company is incorporated herein by reference to Exhibit 4(a) to Current Report on Form 8-K filed on September 18, 2009

4.11						Series Terms Certificate as to the 1.800% Notes Due 2031 of the Company is incorporated herein by reference to Exhibit 4.3 to Current Report on Form 8-K filed on September 15, 2021


4.12						Series Terms Certificate as to the 5.625% Notes Due 2034 of the Company is incorporated herein by reference to Exhibit 4(a) to Current Report on Form 8-K filed on March 26, 2009

4.13						Series Terms Certificate as to the 5.25% Notes Due 2035 of the Company is incorporated herein by reference to Exhibit 4(a) to Current Report on Form 8-K filed on September 28, 2004

4.14						Series Terms Certificate as to the 4.875% Notes Due 2039 of the Company is incorporated herein by reference to Exhibit 4(a) to Current Report on Form 8-K filed on December 18, 2006

4.15						Series Terms Certificate as to the 2.550% Notes Due 2026 of the Company is incorporated herein by reference to Exhibit 4(d) to Registration Statement on Form 8-A filed on April 2, 2014.

4.16						Form of Global Note representing the 1.050% Notes Due 2026 of the Company is incorporated herein by reference to Exhibit 4.6 to Current Report on Form 8-K filed on September 15, 2021

4.17						Form of Global Note representing the 1.500% Notes Due 2028 of the Company is incorporated herein by reference to Exhibit 4.7 to Current Report on Form 8-K filed on September 15, 2021

4.18						Form of Global Note representing the 4.875% Notes Due 2029 of the Company is incorporated herein by reference to Exhibit 4(b) to Current Report on Form 8-K filed on September 18, 2009

4.19						Form of Global Note representing the 5.750% Notes Due 2030 of the Company is incorporated herein by reference to Exhibit 4(d) to Current Report on Form 8-K filed on December 21, 2000

4.20						Form of Global Note representing the 1.800% Notes Due 2031 of the Company is incorporated herein by reference to Exhibit 4.8 to Current Report on Form 8-K filed on September 15, 2021

4.21						Form of Global Note representing the 5.625% Notes Due 2034 of the Company is incorporated herein by reference to Exhibit 4(b) to Current Report on Form 8-K filed on March 26, 2009

4.22						Form of Global Note representing the 5.250% Notes Due 2035 of the Company is incorporated herein by reference to Exhibit 4(b) to Current Report on Form 8-K filed on September 28, 2004

4.23						Form of Global Note representing the 4.875% Notes Due 2039 of the Company is incorporated herein by reference to Exhibit 4(b) to Current Report on Form 8-K filed on December 18, 2006

4.24						Form of Global Note to represent the 2.550% Notes Due 2026 of the Company is incorporated herein by reference to Exhibit 4(f) to the Registration Statement on Form 8-A filed on April 2, 2014.

* This Exhibit was originally filed in paper format. Accordingly, a hyperlink has not been provided.

SIGNATURE

Pursuant to the requirements of the Section 12 of the Securities Exchange Act of 1934, the Company has duly caused this registration statement to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 8, 2025


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 Governance

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SEC Form 8-A12B filed by Walmart Inc.

12/8/25 4:32:03 PM ET

$WMT

Department/Specialty Retail Stores

Consumer Discretionary

Get the next $WMT alert in real time by email

8-A12B 1 form8-axdecember2025.htm 8-A12B Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

Walmart Inc.

(Exact name of registrant as specified in its charter)


Delaware			71-0415188
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1 Customer Drive

Bentonville, AR 72716

(Address of Principal Executive Offices) (Zip code)

Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class									Name of each exchange on which registered
Common Stock, par value $0.10 per share									The Nasdaq Stock Market LLC
2.550% Notes due 2026									The Nasdaq Stock Market LLC
1.050% Notes due 2026									The Nasdaq Stock Market LLC
1.500% Notes due 2028									The Nasdaq Stock Market LLC
4.875% Notes due 2029									The Nasdaq Stock Market LLC
5.750% Notes due 2030									The Nasdaq Stock Market LLC
1.800% Notes due 2031									The Nasdaq Stock Market LLC
5.625% Notes due 2034									The Nasdaq Stock Market LLC
5.250% Notes due 2035									The Nasdaq Stock Market LLC
4.875% Notes due 2039									The Nasdaq Stock Market LLC

________________________________

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

Not applicable

Securities to be registered pursuant to Section 12(g) of the Act:

None

_________________________________________________________________________________

EXPLANATORY NOTE

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 1. Description of Registrant’s Securities to be Registered.

Common Stock

Company Notes

The description of the Company Notes under the caption “Description of Debt Securities” included in Exhibit 4.8 to the Annual Report is incorporated herein by reference.

Item 2. Exhibits


4.1						Indenture dated as of April 1, 1991, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, as successor trustee to The First National Bank of Chicago, Trustee, is incorporated herein by reference to Exhibit 4(a) to Registration Statement on Form S-3 (File Number 33-51344)*

4.2						First Supplemental Indenture dated as of September 9, 1992, to the Indenture dated as of April 1, 1991, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, as successor trustee to The First National Bank of Chicago, Trustee, is incorporated herein by reference to Exhibit 4(b) to Registration Statement on Form S-3 (File Number 33-51344)*

4.3						Indenture dated as of December 11, 2002, between the Company and J.P. Morgan Trust Company, National Association, as successor trustee to Bank One Trust Company, NA, is incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-3 (File Number 333-101847)

4.4						Indenture dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association is incorporated by reference to Exhibit 4.5 to Registration Statement on Form S-3 (File Number 333-126512)

4.5						First Supplemental Indenture, dated December 1, 2006, between the Company and The Bank of New York Trust Company, N.A., as successor-in-interest to J.P. Morgan Trust Company, National Association, as Trustee, under the Indenture, dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association, as Trustee, is incorporated herein by reference to Exhibit 4.6 to Post-Effective Amendment No. 1 to Registration Statement on Form S-3 (File Number 333-130569)

4.6						Second Supplemental Indenture, dated December 19, 2014, between the Company and The Bank of New York Trust Company, N.A., as successor-in-interest to J.P. Morgan Trust Company, National Association, as Trustee, under the Indenture, dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association, as Trustee, is incorporated herein by reference to Exhibit 4.3 to Registration Statement on Form S-3 (File Number 333-201074)

4.7						Third Supplemental Indenture, dated June 26, 2018, between the Company and The Bank of New York Trust Company, N.A., as successor-in-interest to J.P. Morgan Trust Company, National Association, as Trustee, under the Indenture, dated as of July 19, 2005, between the Company and J.P. Morgan Trust Company, National Association, as Trustee, is incorporated herein by reference to Exhibit 4(S) to Current Report on Form 8-K filed on June 26, 2018

4.8						Series Terms Certificate as to the 1.050% Notes Due 2026 of the Company is incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K filed on September 15, 2021

4.9						Series Terms Certificate as to the 1.500% Notes Due 2028 of the Company is incorporated herein by reference to Exhibit 4.2 to Current Report on Form 8-K filed on September 15, 2021

4.10						Series Terms Certificate as to the 4.875% Notes Due 2029 of the Company is incorporated herein by reference to Exhibit 4(a) to Current Report on Form 8-K filed on September 18, 2009

4.11						Series Terms Certificate as to the 1.800% Notes Due 2031 of the Company is incorporated herein by reference to Exhibit 4.3 to Current Report on Form 8-K filed on September 15, 2021


4.12						Series Terms Certificate as to the 5.625% Notes Due 2034 of the Company is incorporated herein by reference to Exhibit 4(a) to Current Report on Form 8-K filed on March 26, 2009

4.13						Series Terms Certificate as to the 5.25% Notes Due 2035 of the Company is incorporated herein by reference to Exhibit 4(a) to Current Report on Form 8-K filed on September 28, 2004

4.14						Series Terms Certificate as to the 4.875% Notes Due 2039 of the Company is incorporated herein by reference to Exhibit 4(a) to Current Report on Form 8-K filed on December 18, 2006

4.15						Series Terms Certificate as to the 2.550% Notes Due 2026 of the Company is incorporated herein by reference to Exhibit 4(d) to Registration Statement on Form 8-A filed on April 2, 2014.

4.16						Form of Global Note representing the 1.050% Notes Due 2026 of the Company is incorporated herein by reference to Exhibit 4.6 to Current Report on Form 8-K filed on September 15, 2021

4.17						Form of Global Note representing the 1.500% Notes Due 2028 of the Company is incorporated herein by reference to Exhibit 4.7 to Current Report on Form 8-K filed on September 15, 2021

4.18						Form of Global Note representing the 4.875% Notes Due 2029 of the Company is incorporated herein by reference to Exhibit 4(b) to Current Report on Form 8-K filed on September 18, 2009

4.19						Form of Global Note representing the 5.750% Notes Due 2030 of the Company is incorporated herein by reference to Exhibit 4(d) to Current Report on Form 8-K filed on December 21, 2000

4.20						Form of Global Note representing the 1.800% Notes Due 2031 of the Company is incorporated herein by reference to Exhibit 4.8 to Current Report on Form 8-K filed on September 15, 2021

4.21						Form of Global Note representing the 5.625% Notes Due 2034 of the Company is incorporated herein by reference to Exhibit 4(b) to Current Report on Form 8-K filed on March 26, 2009

4.22						Form of Global Note representing the 5.250% Notes Due 2035 of the Company is incorporated herein by reference to Exhibit 4(b) to Current Report on Form 8-K filed on September 28, 2004

4.23						Form of Global Note representing the 4.875% Notes Due 2039 of the Company is incorporated herein by reference to Exhibit 4(b) to Current Report on Form 8-K filed on December 18, 2006

4.24						Form of Global Note to represent the 2.550% Notes Due 2026 of the Company is incorporated herein by reference to Exhibit 4(f) to the Registration Statement on Form 8-A filed on April 2, 2014.

* This Exhibit was originally filed in paper format. Accordingly, a hyperlink has not been provided.

SIGNATURE

Dated: December 8, 2025


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 Governance

Get the next $WMT alert in real time by email

SEC Form 8-A12B filed by Walmart Inc.

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$WMT

SEC Form 8-A12B filed by Walmart Inc.

Crush Q1 2026 with the Best AI Superconnector

Recent Analyst Ratings for
$WMT

$WMT
Analyst Ratings

Telsey Advisory Group reiterated coverage on Walmart with a new price target

BTIG Research initiated coverage on Walmart with a new price target

Wolfe Research resumed coverage on Walmart with a new price target

$WMT
Press Releases

Walmart Debuts on Nasdaq, Marking Its First Day of Trading

Walmart Opens Second Owned and Operated Milk Processing Facility in Valdosta, Georgia, Creating More Than 400 New Jobs

Walmart Leadership to Participate in Upcoming Investor Events

$WMT
Insider Purchases

Director Moritz Robert Edward Jr. bought $499,997 worth of Common (5,446 units at $91.81), increasing direct ownership by 231% to 7,805 units (SEC Form 4)

$WMT
Insider Trading

$WMT
SEC Filings

Large owner Walton Family Holdings Trust disposed of 668,000 units of Common, decreasing direct ownership by 0.13% to 528,909,456 units (SEC Form 4)

Executive Vice President Nicholas Christopher James covered exercise/tax liability with 121 units of Common, decreasing direct ownership by 0.02% to 573,219 units (SEC Form 4)

Executive Vice President Rainey John D sold $244,706 worth of Common (2,200 units at $111.23), decreasing direct ownership by 0.36% to 617,318 units (SEC Form 4)

SEC Form CERT filed by Walmart Inc.

SEC Form 25 filed by Walmart Inc.