沃尔玛美股招股说明书(2026-04-28版)

Walmart Inc. $350,000,000 Floating Rate Notes Due 2029$650,000,000 4.000% Notes Due 2029$1,000,000,000 4.150% Notes Due 2031$1,250,000,000 4.450% Notes Due 2033$1,000,000,000 4.750% Notes Due 2036 Walmart Inc. is offering $350,000,000 aggregate principal amount of our floating rate notes due 2029 (the “floating rate notes”), $650,000,000 aggregate principal amount of our 4.000%notes due 2029 (the “2029 notes”), $1,000,000,000 aggregate principal amount of our 4.150% notes due 2031 (the “2031 notes”), $1,250,000,000 aggregate principal amount of our 4.450%notes due 2033 (the “2033 notes”) and $1,000,000,000 aggregate principal amount of our 4.750% notes due 2036 (the “2036 notes” and, collectively with the 2029 notes, the 2031 notes andthe 2033 notes, the “fixed rate notes” and the fixed rate notes, collectively 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 40 basis points (0.40%). We will pay interest on the fixed ratenotes 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 each series will mature on the dates specifiedherein. 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 Fixed Rate Notes” in thisprospectus 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 or exchangeable. Investing in the notes involves certain risks. See “Risk Factors” beginning on page S-6 of this prospectus supplement. (1)Plus accrued interest, if any, from April 30, 2026.(2)Before transaction expenses and accrued interest, if any, from April 30, 2026. Neither the U.S. Securities and Exchange Commission nor any state securities commission in the United States or foreign regulatory body has approved or disapproved of thesesecurities or passed on the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary 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 its direct and indirectparticipants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV, on or about April 30, 2026, which is the third trading day following the date of this prospectus supplement. Thissettlement date may affect the trading of the notes. See “Underwriting—Other Matters—Extended Settlement.” Mizuho US Bancorp Goldman Sachs & Co. LLCWells Fargo Securities SMBC NikkoAcademy SecuritiesBridgeway Securities 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 PROCEEDS DESCRIPTION OF THE DEBT SECURITIESBOOK-ENTRY ISSUANCE AND SETTLEMENTU.S. FEDERAL INCOME TAX CONSIDERATIONSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS 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 info