Current Report Filing (8-k)
December 23 2022 - 08:27AM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
________________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported)
December 23, 2022
Walmart Inc.
(Exact name of registrant as specified in its charter)
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DE
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001-06991 |
71-0415188
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(State or other jurisdiction of incorporation or
organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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702 S.W. 8th Street
Bentonville, AR 72716-0215
(Address of Principal Executive Offices) (Zip code)
Registrant's telephone number, including area code
(479) 273-4000
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.10 per share |
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WMT |
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NYSE |
2.550% Notes Due 2026 |
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WMT26 |
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NYSE |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act.
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Item 7.01.
Regulation FD Disclosure.
Walmart Inc., a Delaware corporation (the “Company”), is furnishing
to the Securities and Exchange Commission (the “SEC”) a press
release that Flipkart and PhonePe issued on December 23, 2022,
which is attached as Exhibit 99.1 (the “Press Release”). The Press
Release announced the full separation of PhonePe from Flipkart for
strategic purposes resulting in an organizational structure for
PhonePe that is independent from Flipkart. The Company will remain
the majority shareholder of both the Flipkart and PhonePe business
groups following the separation. As a result of the separation of
the businesses, the Company anticipates recording reorganization
expenses which include various income and other taxes, as well as
employee compensation and transaction expenses. These
reorganization expenses are non-core expenses and will be treated
as an adjustment to earnings per share when the Company reports its
results for the fourth quarter of its fiscal year ending January
31, 2023.
In accordance with General Instruction B.2 of Form 8-K, the
information in this Current Report, including Exhibit 99.1, shall
not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the
“Exchange
Act”),
or otherwise be subject to the liability of that section and shall
not be incorporated by reference into any filing or other document
filed under the Securities Act of 1933, as amended, or the Exchange
Act, except as shall be expressly set forth by specific reference
in such filing or document.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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The following documents are furnished as exhibits to this Current
Report on Form 8-K: |
99.1 |
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104 |
Cover Page Interactive Data File (formatted as Inline
XBRL) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly
authorized.
Dated: December 23, 2022
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WALMART INC. |
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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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