8-K: Walmart Shifts Stock Listing to Nasdaq, Reports Strong Q3 FY26

Walmart Inc. announced its common stock and nine bonds will transfer from the NYSE to Nasdaq, effective December 9, 2025, alongside reporting robust Q3 FY26 financial results with increased net sales and adjusted operating income.

Summary

• Walmart is transferring its common stock and nine bond listings from the New York Stock Exchange (NYSE) to The Nasdaq Stock Market LLC (Nasdaq), effective December 9, 2025.
• The company reported Q3 FY26 total revenues of $179.5 billion, a 5.5% increase year-over-year, or 6.0% on a constant currency basis.
• Global eCommerce net sales grew 27%, with over 20% growth across all segments.
• Adjusted operating income (constant currency) increased 8.0% to $7.2 billion.
• Adjusted diluted earnings per share (EPS) for Q3 FY26 was $0.62, up 6.9% year-over-year.
• Year-to-date Q3 FY26 operating cash flow increased by $4.5 billion to $27.5 billion, and free cash flow increased by $2.6 billion to $8.8 billion.
• Walmart U.S. net sales grew 5.1% to $120.7 billion, with comparable sales up 4.5%.
• Walmart International net sales (constant currency) grew 11.4% to $33.7 billion, driven by Flipkart, China, and Walmex.
• Sam's Club U.S. net sales increased 3.1% to $23.6 billion, with comparable sales up 2.6%.
• The company updated its full-year FY26 guidance, raising expectations for net sales (cc) to 4.8-5.1% and adjusted EPS to $2.58-$2.63.

Sentiment

Score: 8

Explanation: The company reported strong Q3 FY26 financial results, including robust sales growth, significant eCommerce expansion, and increased adjusted operating income and EPS. The upward revision of full-year guidance for key financial metrics indicates positive momentum and management confidence. While operating income was impacted by a non-cash charge, the adjusted figures remain strong. The strategic move to Nasdaq also signals a forward-looking, tech-focused approach.

Positives

• Total revenues (constant currency) increased 6.0% to $179.7 billion.
• Global eCommerce net sales grew 27%, with over 20% growth across all segments.
• Adjusted operating income (constant currency) increased 8.0% to $7.2 billion.
• Adjusted EPS increased 6.9% to $0.62.
• Operating cash flow increased $4.5 billion to $27.5 billion year-to-date Q3 FY26.
• Free cash flow increased $2.6 billion to $8.8 billion year-to-date Q3 FY26.
• Walmart U.S. comparable sales grew 4.5%, with transactions up 1.8% and average ticket up 2.7%.
• Walmart International net sales (constant currency) grew 11.4%, with strong performance in Flipkart, China, and Walmex.
• Sam's Club U.S. membership income increased 7.1%.
• Full-year FY26 guidance for net sales (cc) and adjusted EPS was raised.
• Return on assets (ROA) improved to 8.4% for the trailing 12 months, up from 7.8% in the prior year.

Negatives

• Operating income declined 0.2% year-over-year to $6.7 billion, affected by a non-cash share-based compensation charge at PhonePe.
• Walmart International operating income declined 41.7% (46.3% constant currency) to $0.7 billion, primarily due to the PhonePe compensation charge.
• Return on investment (ROI) decreased to 14.8% for the trailing 12 months, down from 15.1% in the prior year, due to increased average invested capital and the PhonePe compensation charge.
• Sam's Club U.S. average ticket (excluding fuel) decreased 0.1%.
• Sam's Club U.S. Technology, Office and Entertainment category saw a low single-digit decline in comparable sales.

Risks

• Fluctuations in foreign currency exchange rates.
• Changes in global economic and geopolitical conditions.
• Impact of tariff and trade policies.
• Changes in customer demand and spending patterns.
• Inflation and interest rates.
• World events.
• Expenses pertaining to general liability claims, for which the company self-insures.
• Changes in the fair value of the company's equity and other investments.

Future Outlook

Walmart updated its full-year FY26 guidance, raising expectations for net sales (constant currency) to increase 4.8% to 5.1% and adjusted operating income (constant currency) to increase 4.8% to 5.5%. Adjusted EPS guidance was also raised to a range of $2.58 to $2.63, including a $0.01 to $0.02 headwind from currency. Capital expenditures are now expected to be approximately 3.5% of net sales.

Management Comments

• "Moving to Nasdaq aligns with the people-led, tech-powered approach to our long-term strategy."
• "Walmart is setting a new standard for omnichannel retail by integrating automation and AI to build smarter, faster, and more connected experiences for customers, while enabling our associates to deliver even greater value at scale."
• "We are appreciative of our long partnership with such a storied institution as the New York Stock Exchange. We are excited about partnering with Nasdaq on this next chapter of our growth story." (John David Rainey, CFO)

Industry Context

The transfer to Nasdaq highlights a broader industry trend among major corporations to align with exchanges perceived as more technology-focused and innovative. This move, coupled with Walmart's emphasis on integrating automation and AI, positions the company as a leader in leveraging technology to redefine omnichannel retail experiences, potentially attracting a different investor base or reinforcing its tech-forward image in the competitive retail landscape. The strong eCommerce growth across all segments also reflects the continued shift towards digital retail channels.

Comparison to Industry Standards

• The filing does not provide specific comparisons to other comparable companies, projects, or results within the industry.
• Walmart's global eCommerce net sales growth of 27% and over 20% growth across all segments indicates strong performance in digital retail, which is a key growth area across the broader retail industry.
• The company's focus on expedited deliveries (3 hours or less) growing 70% and comprising ~35% of store-fulfilled orders demonstrates a commitment to speed and convenience, a competitive differentiator in the retail sector.

Legal Proceedings

• The filing mentions a $0.02 net impact related to the settlement of a certain legal matter in Q3 FY26, which was a reversal of a previously accrued charge.
• It also references "expenses pertaining to general liability claims, for which we self-insure" as a risk factor.

Stakeholder Impact

• Shareholders: The transfer to Nasdaq may enhance visibility and align with a tech-focused investor base. Strong financial performance and raised guidance could positively impact share value. Share repurchases also benefit shareholders.
• Customers: Continued investment in eCommerce, expedited deliveries, and broader assortments aim to improve customer experience and satisfaction.
• Employees: Investments in wages and technology are mentioned, which could positively impact associates.
• Creditors: The listing of nine bonds on Nasdaq provides continued market access and transparency for bondholders.

Next Steps

• Listing and trading of common stock and company notes on the NYSE will end at market close on December 8, 2025.
• Trading of common stock and company notes will begin on Nasdaq at market open on December 9, 2025.
• Continue integrating automation and AI to build smarter, faster, and more connected experiences for customers.
• Continue investments in strategic priorities, including wages, new stores, technology, and store remodels.

Key Dates

Recommendation

The filing presents a strong financial performance for Q3 FY26, with significant growth in total revenues, eCommerce sales, and adjusted operating income. The upward revision of full-year guidance for net sales and adjusted EPS indicates positive momentum and management's confidence in future performance. While there was a non-cash charge impacting reported operating income, the underlying adjusted metrics are robust. The strategic move to Nasdaq, emphasizing a tech-powered approach, could also be viewed positively by investors seeking growth and innovation. The combination of solid results, optimistic guidance, and strategic positioning suggests a favorable outlook for the stock.

Keywords

Walmart, WMT, Nasdaq, NYSE, Stock Exchange Transfer, Q3 Earnings, Financial Results, Retail, eCommerce, Operating Income, EPS, Cash Flow, Guidance, Sam's Club, Walmart International, PhonePe, Corporate Governance