Material Event - Form 8-K

As previously disclosed, on February 19, 2024, VIZIO Holding Corp., a Delaware corporation ("VIZIO"), entered into that certain Agreement and Plan of Merger with Walmart Inc., a Delaware corporation ("Walmart"), and Vista Acquisition Corp., a Delaware corporation and a direct wholly-owned subsidiary of Walmart ("Merger Sub"), providing for the merger of Merger Sub with and into VIZIO (the "Merger"), with VIZIO continuing as the surviving corporation of the Merger.

The Merger is conditioned on, among other things, the expiration or termination of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), and the absence of a voluntary agreement in effect pursuant to which Walmart agrees to delay consummating the Merger.

On March 25, 2024, following informal discussions with the Department of Justice (the "DOJ") and the Federal Trade Commission (the "FTC" and together with the DOJ, the "Antitrust Agencies"), Walmart notified the Antitrust Agencies that Walmart would voluntarily withdraw and refile the Hart-Scott-Rodino ("HSR") notification and report form for the Merger in order to give the Antitrust Agencies additional time to review the Merger. Walmart refiled the HSR notification and report form for the Merger on March 29, 2024.

On April 29, 2024, VIZIO and Walmart each received a request for additional information and documentary material (the "Second Request") from the FTC in connection with the FTC's review of the Merger. The issuance of the Second Request extends the waiting period under the HSR Act until 30 days after both VIZIO and Walmart have substantially complied with the Second Request, unless the waiting period is terminated earlier by the FTC or extended by agreement of VIZIO and Walmart.

VIZIO and Walmart expect to promptly respond to the Second Request and to continue working cooperatively with the FTC as it conducts their review of the Merger.