NAME OF REGISTRANT: Walmart Inc.

NAME OF PERSON RELYING ON EXEMPTION: Green Century Capital Management

ADDRESS OF PERSON RELYING ON EXEMPTION: 114 State Street, Suite 200, Boston, MA 02109

Written materials are submitted pursuant to Rule 14a-6(g)(1) promulgated under the Securities Exchange Act of 1934. Submission is not required of this filer under the terms of the Rule but is made voluntarily in the interest of public disclosure and consideration of these important issues.

Green Century Capital Management seeks your support for the plastic-related proposal filed at Walmart Inc (hereby referred to as “Walmart” or “the Company”) in the 2025 proxy statement asking the Company to issue a report assessing if and how it could increase its sustainable packaging efforts by reducing plastic packaging and removing misleading recyclability claims. The Proponent believes that taking such action would serve the long-term interests of the Company by mitigating legal, regulatory, and reputational risks.

RESOLVED: Shareholders request that Walmart issue a report within one year, at reasonable cost and omitting proprietary information, assessing how the Company can increase the scale, pace, and rigor of its sustainable packaging efforts by reducing plastic packaging and removing misleading recyclability claims.

SUPPORTING STATEMENT: Proponents suggest that indicators meaningful to shareholders may include:

RATIONALE FOR A “YES” VOTE

This is not a solicitation of authority to vote your proxy. Please DO NOT send us your proxy card; Green Century is not able to vote your proxies, nor does this communication contemplate such an event. Green Century urges shareholders to vote for Item number 6 following the instruction provided on the management’s proxy mailing.

BACKGROUND

Plastic pollution is a global systemic risk. Only 6% of plastic waste is recycled in the U.S.,¹ with the majority sent either to landfills or released into the environment.² One million marine animals are killed each year due to plastic debris in the ocean³ and microplastics are increasingly linked to health problems including cardiovascular issues and reproductive concerns.^4,5

The social and environmental costs of plastic pollution are estimated at USD 300–460bn per year, including the health costs stemming from associated emissions, air pollution, and exposure to hazardous chemicals, as well as the cost of ocean clean up and lost marine ecosystem services.⁶

In recognition of the need to address plastic-related risks, Walmart has disclosed an aspiration to achieve zero plastic waste, acknowledging the need to “embrace the concept of a ‘circular economy,’ which moves away from a ‘take-and-dispose' approach to one that values reuse and regeneration.”⁷ Unfortunately, the Company’s efforts to date fail to align with that aspiration:

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¹ https://static1.squarespace.com/static/5eda91260bbb7e7a4bf528d8/t/62b2238152acae761414d698/1655841666913/The-Real-Truth-about-the-US-Plastic-Recycling-Rate-2021-Facts-and-Figures-_5-4-22.pdf

² https://www.unep.org/interactive/beat-plastic-pollution/

³ https://conserveturtles.org/threat/marine-debris/

⁴ https://www.clientearth.org/join-us/plastic-pollution-facts-and-how-to-prevent-it/

⁵ https://pubs.acs.org/doi/10.1021/acs.est.3c09524

⁶ https://wedocs.unep.org/bitstream/handle/20.500.11822/42277/Plastic_pollution.pdf?sequence=3

⁷ https://www.walmartsustainabilityhub.com/waste/sustainable-packaging

⁸ https://recyclingpartnership.org/wp-content/uploads/dlm_uploads/2021/04/FF_Whitepaper_final.pdf

⁹ https://corporate.walmart.com/purpose/esgreport

Ultimately, Walmart may face material financial risk due to its existing approach to plastic packaging sustainability, which is unduly reliant on recyclability and misleading recycling labels rather than reduction.

California’s Environmental Marketing Claims Act prohibits companies from making untruthful or misleading environmental claims as defined by the FTC Green Guides, which states that “a product or package should not be marketed as recyclable unless it can be collected, separated, or otherwise recovered from the waste stream through an established recycling program for reuse or use in manufacturing or assembling another item.”¹¹ Plastic packaging distributed by companies including Walmart has low recycling rates,¹² especially flexible plastic packaging.¹³ However, Walmart uses the “Store Dropoff” label on flexible packaging, which is considered misleading because of its use of the chasing arrows symbol on a material with very low recycling rates.

Companies are facing increased litigation over plastic pollution and recycling claims as lawsuits and media investigations challenge the legitimacy of recycling labels and claims on plastic packaging. For example:

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¹⁰ https://abcnews.go.com/US/put-dozens-trackers-plastic-bags-recycling-trashed/story?id=99509422

¹¹ https://leginfo.legislature.ca.gov/faces/codes_displayText.xhtml?lawCode=PRC&division=30.&title=&part=3.&chapter=5.7.&article=

¹² https://www.greenpeace.org/usa/wp-content/uploads/2022/10/GPUS_FinalReport_2022.pdf

¹³ https://recyclingpartnership.org/wp-content/uploads/dlm_uploads/2021/04/FF_Whitepaper_final.pdf

¹⁴ https://oag.ca.gov/news/press-releases/attorney-general-bonta-sues-exxonmobil-deceiving-public-recyclability-plastic

¹⁵ https://grist.org/accountability/la-county-lawsuit-pepsi-coca-cola-plastic-pollution/

Walmart can mitigate legal risks by discontinuing its use of the “Store Drop Off” label on its flexible plastic packaging and redirecting resources to plastic reduction efforts.

Five states have passed and are beginning to implement extended producer responsibility (EPR) laws.¹⁸ These laws make companies financially responsible for the disposal of their packaging and could cost companies up to $100 billion annually.¹⁹ California’s SB 54 also requires producers to reduce plastic use by 25% by 2032 and mandates that 100% of packaging must be recyclable by 2032. Flexible plastic packaging does not meet CalRecycle’s recyclability criteria.²⁰

Emerging “Truth in Recycling” laws also present regulatory risk. California’s SB 343 will make it illegal to use the chasing arrows recycling logo on packaging that does not meet recycling criteria set by the state²¹ once the law comes into effect in October 2026.²² Six states are considering legislation similar to SB 343.²³

As a multinational retail corporation, Walmart is highly dependent on goodwill towards its brand. Research from Harvard Business School published in 2023 indicates that consumer demand for sustainability and trustworthiness is increasing²⁴.²⁵

Recent media articles have called the veracity of plastics recycling claims into question, presenting reputational risk to Walmart. Growing consumer concern about sustainability may lead to brand damage and hurt sales.

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¹⁶ https://stateimpactcenter.org/files/Complaint-Ford_County_v_Exxon.pdf

¹⁷ https://www.courthousenews.com/keurig-settles-recyclable-pod-class-action-for-10-million/

¹⁸ https://martenlaw.com/news/states-enact-packaging-producer-responsibility-laws

¹⁹ https://www.pewtrusts.org/-/media/assets/2020/10/breakingtheplasticwave_mainreport.pdf

²⁰ https://www2.calrecycle.ca.gov/Publications/Details/1751

²¹ https://calrecycle.ca.gov/wcs/recyclinglabels/

²² https://advertisinglaw.fkks.com/post/102k18x/sb-343-californias-truth-in-recycling-law-new-developments

²³ https://www.fastcompany.com/91142181/recycling-symbol-plastic-dirty-truth

²⁴ https://hbr.org/2023/09/research-consumers-sustainability-demands-are-rising

²⁵ https://maristpoll.marist.edu/search-survey-questions/?keyword=plastic

Many consumers want to be offered alternatives to single use plastic packaging because of the environmental impacts of plastic packaging.³⁰ Research indicates that reusable packaging models can reduce the harmful effects of plastics, such as by decreasing annual plastic leakage to the ocean by 20% by 2040.³¹

A 2021 report found that up to 72% of consumers want to adopt circular practices, including reusable packaging instead of single use packaging, but companies are not providing the convenience, access, information, and affordability to enable them to do so. The report also found that 44% of consumers spend more with circular businesses when circular practices are successfully implemented.³²

While Walmart advertises two other brands’ cleaning products in refillable packaging, the Company does not disclose whether any of its own-brand products are sold in reusable packaging.³³ Failure to respond to changing consumer preferences could result in Walmart’s own-brand products losing market share to other brands’ products available in reusable packaging.

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²⁶ https://abcnews.go.com/US/put-dozens-trackers-plastic-bags-recycling-trashed/story?id=99509422

²⁷ https://www.bloomberg.com/news/features/2023-09-29/us-store-drop-off-plastic-recycling-often-ends-up-in-landfills?sref=Brs3FVmA

²⁸ https://grist.org/accountability/amazon-says-its-plastic-packaging-can-be-recycled-an-investigation-finds-it-usually-isnt/

²⁹ https://www.mondelezinternational.com/snacking-made-right/esg-topics/recyclability-communication/

³⁰ https://www.ellenmacarthurfoundation.org/articles/the-rise-of-single-use-plastic-packaging-avoiders

³¹ https://www.weforum.org/stories/2025/01/tipping-point-year-for-reusable-packaging-systems/#:~:text=According%20to%20the%20United%20Nations,into%20the%20environment%20by%202040.

³² https://www.capgemini.com/wp-content/uploads/2021/11/Circular-Economy_11112021_v10_web-2.pdf

³³ https://corporate.walmart.com/purpose/esgreport/environmental/waste-circular-economy

RESPONSE TO OPPOSITION STATEMENT 

Walmart asserts in its opposition statement that “widely recyclable, reusable, or industrially compostable materials do not currently exist to fulfill all necessary uses, particularly with food and pharmaceutical products.” Indeed, plastics, especially flexible plastics, are not widely recyclable. The recycling rate for plastic packaging in the U.S. is approximately 6%.³⁴ The U.S. recycling rate for flexible plastic is even lower, at 2%.

While some food and pharmaceutical products may not be well suited for reusable packaging, reuseable options do currently exist for many products, including some food, beauty and cleaning products. Unfortunately, the Company does not disclose details on how it is investing in reusable alternative for its packaging. Reusable packaging is one of the most effective tools for reducing plastic usage.³⁵

Walmart also asserts that “There are significant market, behavioral, economic, scientific, and regulatory impediments to optimizing packaging and achieving true circularity. Experts widely agree that overcoming these challenges requires significant capital investment and coordinated efforts across industries, governments, and consumers.” The Company further states that its sustainability reporting provides disclosure on how it is addressing these challenges. However, there is no information on coordinated efforts to scale reusable packaging in its sustainability reporting.

Finally, Walmart claims that “since 2020, Walmart has reduced the total annual weight of single-use plastic bags by 21% across North America.” However, the percentage of the population in the U.S. covered by single-use plastic bag bans doubled from 12% to 25% over this time, indicating that the bans are likely largely responsible for the drop in single-use plastic bags used in Walmart stores, not initiatives led by Walmart.³⁶ In fact, the volume of plastic in Walmart’s private-brand packaging increased by 6% from 2020 to 2023.

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³⁴ https://static1.squarespace.com/static/5eda91260bbb7e7a4bf528d8/t/62b2238152acae761414d698/1655841666913/The-Real-Truth-about-the-US-Plastic-Recycling-Rate-2021-Facts-and-Figures-_5-4-22.pdf

³⁵ https://www.weforum.org/stories/2025/01/tipping-point-year-for-reusable-packaging-systems/#:~:text=According%20to%20the%20United%20Nations,into%20the%20environment%20by%202040.

³⁶ https://oceanconservancy.org/news/news-new-analysis-shows-plastic-bag-bans-help-prevent-plastic-pollution/

CONCLUSION

Plastic pollution is a rising concern among consumers, legislators, and investors. Ultimately, Walmart may face material financial risk due to its existing approach to plastic packaging sustainability, which is unduly reliant on recyclability and misleading recycling labels rather than reduction. Plastics-related regulatory, legal and reputational risks may be mitigated by developing a packaging sustainability plan that emphasizes plastic reduction, scaling up of reuse programs, and accurate labeling of materials that are feasibly recycled.

This is not a solicitation of authority to vote your proxy. Please DO NOT send us your proxy card; Green Century is not able to vote your proxies, nor does this communication contemplate such an event. Green Century urges shareholders to vote for Item 6 the instruction provided on the management’s proxy mailing.