Walmart (WMT) Rule 144 Notice: 3.395M Shares (~$341M) Proposed Sale

Walmart Inc. (WMT) notice reports a proposed sale of 3,395,000 shares of common stock through Goldman Sachs & Co. LLC with an aggregate market value of $340,891,950, scheduled approximately 09/10/2025 on the NYSE.

Rhea-AI Filing Summary

Walmart Inc. (WMT) notice reports a proposed sale of 3,395,000 shares of common stock through Goldman Sachs & Co. LLC with an aggregate market value of $340,891,950, scheduled approximately 09/10/2025 on the NYSE. The filing states these shares were recorded as a charitable contribution from Lukas T. Walton with acquisition and payment dates shown as 09/08/2025–09/10/2025. The filer discloses numerous related sales by Walton-related entities over the prior three months totaling multiple transactions and large aggregate proceeds. The notice includes the filer’s representation that they know of no undisclosed material adverse information.

Positive

• None.

Negative

• Large proposed sale of 3,395,000 shares valued at $340,891,950 which may increase market supply
• Extensive recent dispositions by Walton-related entities shown in the past three months with substantial gross proceeds

Insights

Financial Analyst

TL;DR: Significant planned sale of Walmart shares by Walton-related parties totaling 3.395M shares worth ~$341M, adding supply to market.

The filing documents a sizeable proposed disposition executed via a major broker and lists extensive prior sales by Walton-family entities in the last three months with substantial gross proceeds. From an investor perspective, large insider-related sales can increase available float and may be interpreted as liquidity events rather than operational signals, but the filing itself contains no commentary on motives beyond a charitable-contribution acquisition entry. The explicit numbers provide clear transparency on scale and timing; there is no earnings or operational data in this notice.

Corporate Governance Expert

TL;DR: Large Rule 144 sales and recent aggregated dispositions by Walton entities are material disclosures for governance and ownership monitoring.

The notice correctly aggregates recent sales by affiliated entities and identifies the broker, share count, and market value for the proposed sale. It also records the securities’ reported acquisition as a charitable contribution from a named individual. Such filings are important for tracking insider activity, ownership changes, and ensuring compliance with Rule 144 restrictions. The filing includes the required representation about absence of undisclosed material adverse information but contains no additional governance statements.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Form 144 for WMT disclose?

The form discloses a proposed sale of 3,395,000 Walmart common shares via Goldman Sachs with an aggregate market value of $340,891,950, approximately on 09/10/2025.

Who is the reported donor or source of the shares?

The filing lists a charitable contribution from Lukas T. Walton as the acquisition source for the shares to be sold.

Does the filing show other recent sales by related parties?

Yes. The filing lists multiple sales by Walton Family Foundation, Walton Family Holdings Trust, and WPS2 Fund in the prior three months, with individual transactions and gross proceeds reported.

Through which broker will the sale be executed?

The proposed sale is to be executed through Goldman Sachs & Co. LLC, New York, NY.

Does the filer state any undisclosed material information?

The filer represents by signature that they do not know any material adverse information about the issuer that has not been publicly disclosed.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/10/2025 - 05:59 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001744321
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Walmart Inc.
SEC File Number	001-06991
Address of Issuer	1 Customer Drive Bentonville ARKANSAS 72716
Phone	1-479-273-4000
Name of Person for Whose Account the Securities are To Be Sold	Builders Vision Foundation
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Other: Stockholder

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common Stock	Goldman Sachs & Co. LLC 200 West Street New York NY 10282	3395000	340891950	7972851122	09/10/2025	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common Stock	09/10/2025	Charitable Contribution	(1) Lukas T. Walton		09/08/2025	3395000	09/10/2025	None

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Walton Family Foundation, Inc. 1 Customer Drive Bentonville AR 72716	Common Stock	06/10/2025	1007080	97530159.06
Walton Family Holdings Trust 1 Customer Drive Bentonville AR 72716	Common Stock	06/24/2025	3035258	298092991.71
Walton Family Holdings Trust 1 Customer Drive Bentonville AR 72716	Common Stock	06/25/2025	321361	31545631.3
Walton Family Holdings Trust 1 Customer Drive Bentonville AR 72716	Common Stock	06/27/2025	378639	36923293.74
Walton Family Holdings Trust 1 Customer Drive Bentonville AR 72716	Common Stock	08/22/2025	565627	55095633.25
Walton Family Holdings Trust 1 Customer Drive Bentonville AR 72716	Common Stock	08/25/2025	317287	30679558.81
Walton Family Holdings Trust 1 Customer Drive Bentonville AR 72716	Common Stock	08/26/2025	688586	66138134.43
Walton Family Holdings Trust 1 Customer Drive Bentonville AR 72716	Common Stock	08/27/2025	398852	38325888.11
WPS2 Fund 1 Customer Drive Bentonville AR 72716	Common Stock	08/28/2025	73422	7066948.26
Walton Family Holdings Trust 1 Customer Drive Bentonville AR 72716	Common Stock	08/28/2025	767418	73842725.02
WPS2 Fund 1 Customer Drive Bentonville AR 72716	Common Stock	08/29/2025	136578	13197381.9
Walton Family Holdings Trust 1 Customer Drive Bentonville AR 72716	Common Stock	08/29/2025	1371230	132498526.83

144: Remarks and Signature

Remarks	(1) The securities to be sold were acquired by the donor from the Walton Family Holdings Trust (the "Trust"). The securities were transferred on March 5, 2020 from Walton Enterprises, LLC to the Trust, which was established for the benefit of the holders of membership interests of Walton Enterprises, LLC. Walton Enterprises, LLC (and its predecessors in interest) acquired the securities in connection with the Issuer's incorporation and initial capitalization in 1969 and through the stock splits and stock dividends occurring after the Issuer's incorporation.
Date of Notice	09/10/2025
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	Goldman Sachs & Co. LLC on behalf of Lisa Forbes, Secretary
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)