沃尔玛美股招股说明书(2025-04-25版)

Walmart Inc. $750,000,000 Floating Rate Notes Due 2027$750,000,0004.100% Notes Due 2027$1,000,000,000 4.350% Notes Due 2030$1,500,000,000 4.900% Notes Due 2035 Walmart Inc. is offering $750,000,000 aggregate principal amount of our floating rate notes due 2027 (the “floating rate notes”), $750,000,000 aggregate principalamount of our 4.100% notes due 2027 (the “2027 notes”), $1,000,000,000 aggregate principal amount of our 4.350% notes due 2030 (the “2030 notes”), and$1,500,000,000 aggregate principal amount of our 4.900% notes due 2035 (the “2035 notes” and, collectively with the 2027 notes and the 2030 notes, the “fixed ratenotes” 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) plus 43 basis points (0.43%). We will payinterest on the fixed rate notes of each series on the dates specified herein, in each case, at the annual interest rate shown above for such series of notes. The notes of eachseries will mature on the dates specified herein. See “Description of the Notes” in this 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—Optional Redemption of the FixedRate 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 will not be convertible orexchangeable. Neither the U.S. Securities and Exchange Commission nor any state securities commission in the United States or foreign regulatory body has approved ordisapproved of these securities or passed on the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to thecontrary is a criminal offense. The underwriters expect to deliver the notes to purchasers through the book-entry delivery system of The Depository Trust Company, for the credit of the accounts of itsdirect and indirect participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV, on or about April28, 2025, which is the third trading day following thedate of this prospectus supplement. This settlement date may affect the trading of the notes. See “Underwriting—Other Matters—Extended Settlement.” Joint Book-Running Managers BofASecuritiesBarclays J.P. MorganUS Bancorp CitigroupMorgan Stanley BBVAStandardCharteredBankAmeriVet Securities SMBC NikkoAcademy SecuritiesSiebertWilliamsShank NatWestTD SecuritiesIndependencePointSecurities ScotiabankLoopCapitalMarketsRamirez & Co., Inc. 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 should not rely on it. Youshould not assume that the information contained or incorporated by reference in this prospectus supplement and the accompanying prospectus or in anyfree