沃尔玛美股招股说明书(2025-04-23版)

Walmart Inc. $Floating Rate Notes Due 20$% Notes Due 20$% Notes Due 20$% Notes Due 20 Walmart Inc. is offering $aggregate principal amount of our floating rate notes due 20(the “floating rate notes”), $aggregate principal amount of our% notes due 20(the “20 notes”), $aggregate principal amount of our% notes due 20(the“20notes”), and $aggregate principal amount of our% notes due 20(the “20 notes” and, collectively with the 20 notes andthe 20notes, the “fixed rate notes” and the fixed rate notes, together with the floating rate notes, the “notes”). The floating rate notes will bear interest at a floating rate, reset quarterly, equal to Compounded SOFR (as defined herein) plusbasis points (%). We will pay interest on the fixed rate notes of each series on the dates specified herein, in each case, at the annual interestrate shown above for such series of notes. The notes of each series will mature on the dates specified herein. See “Description of the Notes” inthis prospectus supplement. Each series of fixed rate notes will be redeemable, as a whole or in part, at our option, as described under “Description of the Notes—OptionalRedemption of the Fixed Rate Notes” in this prospectus supplement. The floating rate notes will not be redeemable at our option. The notes of each series will be our senior unsecured debt obligations, will rank equally with our other senior unsecured indebtedness and willnot be convertible or exchangeable. Investing in the notes involves certain risks. See “Risk Factors” beginning on pageS-6of this prospectussupplement. Neither the U.S. Securities and Exchange Commission nor any state securities commission in the United States or foreign regulatorybody has approved or disapproved of these securities or passed on the accuracy or adequacy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. The notes of each series will be a new issue of securities with no established trading market. The notes will not be listed for trading on anysecurities exchange. The information in this prospectus supplement and the accompanying prospectus is not complete and may be changed. This prospectussupplement and the accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in anyjurisdiction where the offer or sale is not permitted.The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company, for thecredit of the accounts of its direct and indirect participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV, on or about,2025, which is thetrading day following the date of this prospectus supplement. This settlement date may affect the trading of thenotes. See “Underwriting—Other Matters—Extended Settlement.” WellsFargoSecuritiesMizuho BofASecuritiesBarclays Table of Contents TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF INFORMATION BY REFERENCECAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSSUMMARYRISK FACTORSUSE OF PROCEEDSCAPITALIZATIONDESCRIPTION OF THE NOTESBOOK-ENTRY ISSUANCE AND SETTLEMENTU.S. FEDERAL INCOME TAX CONSIDERATIONSUNDERWRITINGLEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF INFORMATION BY REFERENCECAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSRISK FACTORSWALMART INC. USE OF PROCEEDSDESCRIPTION OF THE DEBT SECURITIESBOOK-ENTRY ISSUANCE AND SETTLEMENTU.S. FEDERAL INCOME TAX CONSIDERATIONSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the terms of the offering of the notes. The second part is theaccompanying prospectus dated December4, 2023, which we refer to as the “accompanying prospectus.” The accompanying prospectus contains adescription of certain general terms of our debt securities, including the notes of each series, and gives more general information, some of which maynot apply to the notes. You should rely only on the information contained in, or incorporated by reference into, this prospectus supplement and the accompanyingprospectus, and the information contained in any free writing prospectus we file with the Securities and Exchange Commission (the “SEC”)relating to this offering in evaluating, and deciding whether to make, an investment in the notes. If information in this prospectus supplement is inconsistent with information in the accompanying prospectus, you should rely on the information in thisprospectus supplement, which supersedes the information in the accompanying prospectus. Neither we nor the underwriters have authorized any otherperson to provide you with different information. If anyone provides you with different or inconsistent information, you sho