[8-K] Walmart Inc. Reports Material Event

Rhea-AI Filing Summary

Walmart Inc. disclosed that under a prearranged plan an executive, Mr. Danker, will sell shares that remain after taxes are withheld when two tranches of restricted stock vest: 6,873 shares vesting on January 13, 2026 and 103,103 shares vesting on August 25, 2026. The filing states the maximum number of shares potentially to be sold under the plan is 109,976, subject to shares withheld for taxes. The sales will occur at prevailing market prices and will be reported in Form 144 and Form 4 filings as required. Mr. Danker is subject to the company’s stock ownership guideline requiring ownership equal to five times his base salary by his fifth anniversary.

Positive

• Disclosure compliance is explicit: sales will be reported on Form 144 and Form 4 as required
• Stock ownership guideline in place requiring ownership equal to five times base salary, indicating alignment with shareholder interests

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider plan sale consistent with governance and disclosure rules; not materially dilutive.

The filing describes a preplanned sale to satisfy tax withholding on restricted stock vestings for an executive. This is a common mechanism to meet tax obligations without requiring the executive to fund withholding from other sources. The disclosure that sales will be at prevailing market prices and reported via Form 144/Form 4 aligns with standard SEC transparency practices. The reference to a stock ownership guideline requiring ownership equal to five times base salary demonstrates an internal alignment policy. Overall, the described transactions are procedural and do not indicate corporate governance concerns.

Securities Analyst

TL;DR: Insider share sales are pre-authorized and limited in size; unlikely to be material to WMT’s capitalization.

The maximum of 109,976 shares referenced is small relative to Walmart’s outstanding share count and is tied to tax withholding on vesting restricted stock rather than an open-market liquidity event. Sales at prevailing market prices and required SEC filings preserve market transparency. There is no indication of additional compensation changes, major transactions, or timing that would materially affect earnings or capital structure. From a market-impact perspective, this is a routine insider liquidity action.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

________________________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported)

September 19, 2025

Walmart Inc.

(Exact name of registrant as specified in its charter)

DE			001-06991			71-0415188
(State or other jurisdiction of incorporation or organization)			(Commission File Number)			(I.R.S. Employer Identification No.)

1 Customer Drive

Bentonville, AR 72716

(Address of Principal Executive Offices) (Zip code)

Registrant's telephone number, including area code: (479) 273-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.10 per share

WMT

New York Stock Exchange

2.550% Notes due 2026

WMT26

New York Stock Exchange

1.050% Notes due 2026

WMT26A

New York Stock Exchange

1.500% Notes due 2028

WMT28C

New York Stock Exchange

4.875% Notes due 2029

WMT29B

New York Stock Exchange

5.750% Notes due 2030

WMT30B

New York Stock Exchange

1.800% Notes due 2031

WMT31A

New York Stock Exchange

5.625% Notes due 2034

WMT34

New York Stock Exchange

5.250% Notes due 2035

WMT35A

New York Stock Exchange

4.875% Notes due 2039

WMT39

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On September 19, 2025, Walmart Inc. (the “Company”) was informed that Daniel Danker, Executive Vice President, AI Acceleration, Product and Design, entered into a stock trading plan designed to comply with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended (the “Plan”). Rule 10b5-1 trading plans permit individuals who are not in possession of material non-public information to adopt a written pre-arranged plan for transactions in securities under specified conditions and for specified periods of time. Mr. Danker’s Plan is part of an individual long-term asset diversification, tax, and financial planning strategy, and is in accordance with the Company’s Insider Trading Policy. Under the terms of the Plan, Mr. Danker will have no discretion or control over the timing or effectuation of any transactions in Company securities pursuant to the Plan.

Under the terms of the Plan, Mr. Danker will sell the number of net shares remaining after taxes are withheld from a vesting of 6,873 restricted shares of the Company’s common stock on January 13, 2026, and the number of net shares remaining after taxes are withheld from a vesting of 103,103 restricted shares of the Company’s common stock on August 25, 2026, in both cases selling shares at prevailing market prices. Accordingly, the maximum number of shares to be sold under the Plan is 109,976, less shares withheld for taxes upon vesting.

Mr. Danker became subject to the Company’s stock ownership guidelines upon joining the Company. The transactions contemplated by the Plan are in accordance with the Guidelines, under which Mr. Danker is required to own Company stock equal in value to at least five times his base salary by the fifth anniversary of his hire date.

Any transactions under the Plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission to the extent required by law.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 19, 2025

WALMART INC.
						By:			/s/ Gordon Y. Allison
Name:			Gordon Y. Allison
Title:			Senior Vice President, Office of the Corporate Secretary, and Chief Counsel for Finance and Governance

FAQ

What shares will Mr. Danker sell under the plan for WMT?

He will sell the net shares remaining after taxes from vesting of 6,873 shares on January 13, 2026 and 103,103 shares on August 25, 2026.

How many shares is the maximum that could be sold under the plan for WMT?

The filing states a maximum of 109,976 shares, less any shares withheld to satisfy taxes upon vesting.

At what price will the shares be sold under the plan?

Sales are to occur at prevailing market prices at the time of sale.

Will Walmart disclose the actual sales to shareholders and regulators?

Yes. Any transactions under the plan will be disclosed publicly through Form 144 and Form 4 filings as required by law.

Does Mr. Danker have stock ownership requirements at WMT?

Yes. He is required to own Company stock equal in value to at least five times his base salary by his fifth anniversary of hire.