[8-K] Walmart Inc. Reports Material Event

Rhea-AI Filing Summary

Walmart Inc. discloses an insider sale plan for Ms. Morris to diversify her assets and meet tax and financial planning needs. The plan covers the net shares remaining after taxes from vesting of 14,425 shares on January 13, 2026 and 134,240 shares on January 31, 2026, for a maximum of 148,665 shares less shares withheld for taxes. Sales will begin January 13, 2026 subject to a specified minimum stock price threshold and the plan expires on the earlier of July 13, 2026 or when all applicable shares are sold. Ms. Morris remains subject to the company’s stock ownership guideline requiring holdings equal to at least five times her base salary. Transactions will be reported on Form 144 and Form 4 as required.

Positive

• Plan aligns with Company policy: The sale is executed under the Company’s Insider Trading Policy and will be disclosed via Form 144/Form 4.
• Ownership maintained: Ms. Morris will continue to satisfy the stock ownership guideline requiring holdings equal to at least five times her base salary after each sale transaction.

Negative

• Potential share sale: Up to 148,665 shares (less taxes) are authorized to be sold, which could increase supply if executed.
• Sales subject to market conditions: The presence of a minimum price threshold may delay sales, concentrating activity later and potentially altering market timing.

Insights

Corporate Governance Expert

TL;DR: Routine insider sale plan consistent with policy and ownership rules; timing and price threshold limit immediate impact.

The disclosed plan appears structured to comply with Walmart’s insider trading and ownership policies while allowing Ms. Morris to diversify and meet tax obligations. The plan specifies vesting-related share amounts and a price threshold that can limit executions until favorable market conditions. Public disclosure via Form 144 and Form 4 ensures transparency. This is a standard, non-transactional 8-K disclosure and does not in itself indicate a change in company fundamentals.

Securities Analyst

TL;DR: Insider sale is pre-set and capped; impact on float likely minimal given disclosed share count.

The plan caps the maximum shares to be sold at 148,665 before tax withholdings, and sales are time- and price-conditioned. For a large-cap issuer, this volume is unlikely to materially affect market liquidity or valuation absent further insider activity. Required regulatory filings will provide transaction-level transparency when sales occur, enabling market participants to monitor any actual sell-through vs. the maximum announced here.

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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 22, 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 22, 2025, Walmart Inc. (the “Company”) was informed that Donna Morris, Executive Vice President and Chief People Officer, 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. Under the terms of the Plan, Ms. Morris will have no discretion or control over the timing or effectuation of any transactions in Company securities pursuant to the Plan.

Ms. Morris’ Plan provides for sales of Company securities as part of her 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, Ms. Morris is scheduled to sell (i) the number of net shares remaining after taxes are withheld from the vesting of 14,425 shares of Common Stock on January 13, 2026; and (ii) the number of net shares remaining after taxes are withheld from the vesting of 134,240 shares of Common Stock on January 31, 2026. Accordingly, the maximum number of shares to be sold under the Plan is 148,665, less shares withheld for taxes upon vesting. Sales under the Plan are scheduled to commence on January 13, 2026, subject to a specified minimum stock price threshold. The Plan will expire on the earlier of (i) July 13, 2026 or (ii) the sale of all applicable shares under the Plan.

Ms. Morris continues to be subject to the Company’s stock ownership guidelines, under which she is required to hold Company stock equal in value to at least five times her base salary. Upon the conclusion of each sale transaction under the Plan, Ms. Morris will continue to satisfy the requirements of the Company’s stock ownership guidelines.

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 22, 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 Ms. Morris sell under the plan for WMT?

She is scheduled to sell the net shares remaining after taxes from vesting of 14,425 shares on January 13, 2026 and 134,240 shares on January 31, 2026, up to 148,665 shares less tax withholdings.

When will the planned sales for WMT begin and end?

Sales are scheduled to commence on January 13, 2026 and the plan will expire on the earlier of July 13, 2026 or the sale of all applicable shares under the plan.

Are the planned sales for WMT conditional?

Yes. Sales are subject to a specified minimum stock price threshold and other plan terms, so execution is not guaranteed on the start date.

Will transactions be publicly reported for WMT?

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

Will Ms. Morris still meet Walmart’s stock ownership guidelines after sales?

Yes. The filing states she will continue to satisfy the requirement to hold company stock equal to at least five times her base salary after each sale transaction.