WMT Walmart Inc

Exhibit 1

Each of the undersigned, as trustee of the managing members of Walton Enterprises, LLC and as trustee of Walton Family Holdings Trust (the “Reporting Entities”), hereby agrees that the Schedule 13D, to which this Agreement is attached as Exhibit 1, and all amendments thereto may be filed on behalf of each Reporting Entity.

Dated:          December 18, 2024

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Exhibit 2

 

 

1 / For each individual, consists of shares directly held by such individual unless otherwise noted.

 

2 / The number and percentage of shares of Common Stock shown in the table as beneficially owned by Walton Enterprises represent (a) 3,002,673,393 shares held by Walton Enterprises and (b) 603,989,702 shares of Common Stock held by WFHT, as to which Walton Enterprises has sole voting power pursuant to an irrevocable proxy granted by WFHT to Walton Enterprises.

 

3 / With respect to Walton Enterprises, voting and dispositive power over all of the shares held thereby is exercised by the managing members thereof (acting by majority vote). With respect to WFHT, dispositive power over all of the shares held thereby is exercised by the trustees thereof (acting by majority vote), and voting power over all of the shares held thereby is exercised by Walton Enterprises (acting by the majority vote of its managing members) pursuant to the irrevocable proxy described above.

 

4 / The number and percentage of shares of Common Stock shown in the table as beneficially owned by Steuart L. Walton represent 93,654 shares held directly by Steuart L. Walton and 74,856 deferred stock units representing shares received as part of the Issuer’s director compensation.

Exhibit 3

 

IRREVOCABLE PROXY

 

The undersigned, not individually but in their capacities as trustees of the WALTON FAMILY HOLDINGS TRUST, hereby irrevocably appoint Walton Enterprises, LLC, a Delaware limited liability company, as their true and lawful agent and proxy, to, with respect to any and all shares of Walmart Inc. (“Walmart”) held by the Walton Family Holdings Trust, vote (including by written consent, if applicable) and act for the undersigned at any and all meetings of the shareholders of Walmart or through the written consent of shareholders of Walmart, in the same manner and with the same effect as if such action were taken by the undersigned, as trustees of the Walton Family Holdings Trust, with respect to all matters to be considered at such meetings and any adjournments or postponements thereof.  It is understood by the undersigned that this proxy is irrevocable and is coupled with an interest sufficient in law to support an irrevocable proxy.  This irrevocable proxy shall expire upon the termination of the Walton Family Holding Trust.

 

IN WITNESS WHEREOF, the undersigned have executed this proxy as of the 18th day of December, 2024.

 

Exhibit 4

 

POWER OF ATTORNEY

The Undersigned (as defined herein) hereby designate Gordon Y. Allison, Geoffrey W. Edwards, Jennifer F. Rudolph, Dirk Gardner, Sean Evans, and Erron W. Smith, or any one of them acting singly and with full power of substitution, as the Undersigned’s true and lawful attorney‑in‑fact to:

 

 

(3)

do and perform any and all acts for and on behalf of the Undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4, 5, 144, and 13H, Schedule 13D, and Schedule 13G, complete and execute any amendment or amendments to such Forms or Schedules, and timely file such Forms and Schedules with the SEC and any securities exchange or similar authority.

The authority of Gordon Y. Allison, Geoffrey W. Edwards, Jennifer F. Rudolph, Dirk Gardner, Sean Evans, and Erron W. Smith under this Power of Attorney shall continue until the Undersigned are no longer required to file Forms 3, 4, 5, 144, and 13H, Schedule 13D, and Schedule 13G with regard to the Undersigned’s ownership of or transactions in securities of Walmart Inc., unless earlier revoked in writing.

The Undersigned acknowledge that neither Gordon Y. Allison, Geoffrey W. Edwards, Jennifer F. Rudolph, Dirk Gardner, Sean Evans, Erron W. Smith, Walmart Inc., a Delaware corporation, nor Walton Enterprises, LLC, an Arkansas limited liability company, are assuming any of the Undersigned’s responsibilities to comply with Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended, Rule 144 of the Securities Act of 1933, as amended, or any rule or regulation of the SEC.

The “Undersigned” shall mean Walton Enterprises, LLC, a Delaware limited liability company (“WELP”), managing members of WELP (WELLCO Mgmt Trust #1, WELLCO Mgmt Trust #2, WELLCO Mgmt Trust #3 and WELLCO Mgmt Trust #4), solely in their capacities as the managing members of WELP, and the individuals set forth below, solely in their capacities as trustees of the applicable managing member of WELP.

This instrument may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts shall be an original, but all of which shall together constitute one and the same instrument.

Exhibit 5

 

POWER OF ATTORNEY

The undersigned entity and the undersigned individuals, solely in their capacities as the trustees of the undersigned entity (collectively, the “Undersigned”), hereby designate Gordon Y. Allison, Geoffrey W. Edwards, Jennifer F. Rudolph, Dirk Gardner, Sean Evans, and Erron W. Smith, or any one of them acting singly and with full power of substitution, as the Undersigned’s true and lawful attorney‑in‑fact to:

 

 

(3)

do and perform any and all acts for and on behalf of the Undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4, 5, 144, and 13H, Schedule 13D, and Schedule 13G, complete and execute any amendment or amendments to such Forms or Schedules, and timely file such Forms and Schedules with the SEC and any securities exchange or similar authority.

The authority of Gordon Y. Allison, Geoffrey W. Edwards, Jennifer F. Rudolph, Dirk Gardner, Sean Evans, and Erron W. Smith under this Power of Attorney shall continue until the Undersigned are no longer required to file Forms 3, 4, 5, 144, and 13H, Schedule 13D, and Schedule 13G with regard to the Undersigned’s ownership of or transactions in securities of Walmart Inc., unless earlier revoked in writing.

The Undersigned acknowledge that neither Gordon Y. Allison, Geoffrey W. Edwards, Jennifer F. Rudolph, Dirk Gardner, Sean Evans, Erron W. Smith, Walmart Inc., a Delaware corporation, nor Walton Enterprises, LLC, an Arkansas limited liability company, are assuming any of the Undersigned’s responsibilities to comply with Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended, Rule 144 of the Securities Act of 1933, as amended, or any rule or regulation of the SEC.

This instrument may be executed in any number of counterparts and by the different parties hereto on separate counterparts, each of which counterparts shall be an original, but all of which shall together constitute one and the same instrument.