[8-K] Walmart Inc. Reports Material Event

Rhea-AI Filing Summary

Walmart disclosed that an executive, Mr. Rainey, established a new Rule 10b5-1 trading plan to sell a maximum of 40,000 shares of company common stock in two scheduled transactions: 20,000 shares on February 2, 2026 and 20,000 shares on March 2, 2026, at prevailing market prices.

The filing notes the new plan follows an earlier Rule 10b5-1 plan entered on September 6, 2024, whose last trade will occur on December 1, 2025. Walmart states the transactions are part of Mr. Rainey’s long-term asset diversification, tax, and financial planning and comply with the company’s Insider Trading Policy. The company also confirms Mr. Rainey remains subject to stock ownership guidelines requiring holdings equal to at least five times his base salary, and that sales will be reported on Form 144 and Form 4 as required.

Positive

• Planned trades are governed by a Rule 10b5-1 plan, which provides pre-defined trade terms to reduce insider trading concerns.
• Transactions comply with the company’s Insider Trading Policy and will be publicly reported via Form 144 and Form 4.
• Executive will continue to meet stock ownership guidelines requiring holdings equal to at least five times base salary after each sale.

Negative

• Executive plans to sell 40,000 shares across two dates (20,000 on Feb 2, 2026 and 20,000 on Mar 2, 2026), which represents insider selling activity.

Insights

Corporate Governance Expert

TL;DR An executive has scheduled rule-compliant sales totaling 40,000 shares under a 10b5-1 plan; governance controls are reiterated.

The filing describes a routine, pre-specified Rule 10b5-1 arrangement that limits potential insider trading concerns by setting fixed trade dates and quantities. The company explicitly ties the plan to standard personal financial planning and confirms adherence to the Insider Trading Policy and ownership guidelines. From a governance perspective, this is a transparent disclosure of permitted insider activity rather than an operational development.

Securities Compliance Analyst

TL;DR Disclosure documents scheduled insider sales and confirms regulatory reporting; no new compensation or material corporate actions.

The disclosure provides the precise schedule and cap on shares to be sold and notes continuation of reporting via Form 144 and Form 4. It also clarifies that the prior 10b5-1 plan expires after its final trade on December 1, 2025. The filing contains clear compliance language but does not include financial metrics or indicate material impact on company operations or capital structure.

0000104169false00001041692025-09-052025-09-050000104169wmt:CommonStockparvalue0.10pershareMember2025-09-052025-09-050000104169wmt:A2.550NotesDue2026Member2025-09-052025-09-050000104169wmt:A1050NotesDue2026Member2025-09-052025-09-050000104169wmt:A1500NotesDue2028Member2025-09-052025-09-050000104169wmt:A4875NotesDue2029Member2025-09-052025-09-050000104169wmt:A5750NotesDue2030Member2025-09-052025-09-050000104169wmt:A1800NotesDue2031Member2025-09-052025-09-050000104169wmt:A5625NotesDue2034Member2025-09-052025-09-050000104169wmt:A5250NotesDue2035Member2025-09-052025-09-050000104169wmt:A4875NotesDue2039Member2025-09-052025-09-05

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 5, 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 5, 2025, Walmart Inc. (the “Company”) was informed that John David Rainey, Executive Vice President and Chief Financial 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, Mr. Rainey will have no discretion or control over the timing or effectuation of any transactions in Company securities pursuant to the Plan.

Mr. Rainey’s Plan provides for sales of Company securities as part of his 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. Rainey is scheduled to sell 20,000 shares of the Company’s common stock on each of two scheduled trade dates (February 2, 2026 and March 2, 2026) at prevailing market prices. Accordingly, the maximum number of shares to be sold under the Plan is 40,000. Mr. Rainey’s existing Rule 10b5-1 plan, which was entered into on September 6, 2024 (the “Old Plan”), expires when the last trade under the Old Plan is executed on December 1, 2025.

Mr. Rainey continues to be subject to the Company’s stock ownership guidelines, under which he is required to hold Company stock equal in value to at least five times his base salary. Upon the conclusion of each sale transaction under the Plan, Mr. Rainey 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 5, 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 does Walmart’s 8-K say about Mr. Rainey’s stock sales (WMT)?

The 8-K discloses a Rule 10b5-1 plan allowing Mr. Rainey to sell 40,000 shares in two trades on Feb 2, 2026 and Mar 2, 2026 at prevailing market prices.

Will Mr. Rainey still meet Walmart’s stock ownership guidelines after the sales?

Yes. The filing states that upon conclusion of each sale transaction under the plan, Mr. Rainey will continue to satisfy the requirement to hold company stock equal to at least five times his base salary.

Is this new 10b5-1 plan replacing a prior plan?

The filing notes an existing Rule 10b5-1 plan entered on September 6, 2024 will expire when its last trade is executed on December 1, 2025; the new plan schedules trades in 2026.

How will these transactions be disclosed to the SEC?

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