Tax withholding trims Walmart (NYSE: WMT) SVP stake by 14,221 shares

Rhea-AI Filing Summary

Walmart Inc. Senior Vice President David Chojnowski reported a share transaction tied to equity compensation. On January 31, 2026, 14,220.885 shares of Walmart common stock were withheld at $119.14 per share to cover taxes due on the vesting of performance-based restricted stock units.

After this tax withholding, Chojnowski beneficially owned 121,631.964 Walmart common shares, held directly. The filing also notes an adjustment to reflect his current holdings in the Walmart Inc. 2016 Associate Stock Purchase Plan.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chojnowski David

(Last) (First) (Middle)

1 CUSTOMER DRIVE

(Street)

BENTONVILLE AR 72716

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Walmart Inc. [ WMT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common	01/31/2026		F		14,220.885(1)	D	$119.14	121,631.964(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents stock units withheld to satisfy tax withholding obligations upon the vesting of performance-based restricted stock units.

2. Balance adjusted to reflect current shares held in the Walmart Inc. 2016 Associate Stock Purchase Plan.

Remarks:

	/s/ Dirk Gardner, by power of attorney	02/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did Walmart (WMT) executive David Chojnowski report?

David Chojnowski reported a tax-related share withholding, not an open-market sale. On January 31, 2026, 14,220.885 Walmart common shares were withheld to satisfy tax obligations triggered by the vesting of performance-based restricted stock units granted as part of his compensation.

How many Walmart (WMT) shares were withheld for David Chojnowski’s taxes?

A total of 14,220.885 Walmart common shares were withheld at $119.14 per share. These shares covered income tax obligations arising when performance-based restricted stock units vested, which is a common administrative step for equity compensation rather than a discretionary stock sale.

How many Walmart (WMT) shares does David Chojnowski own after this transaction?

Following the January 31, 2026 tax withholding, David Chojnowski beneficially owned 121,631.964 Walmart common shares directly. The filing also notes that the balance was adjusted to reflect his current holdings in the Walmart Inc. 2016 Associate Stock Purchase Plan.

Was David Chojnowski’s Walmart (WMT) transaction an open-market stock sale?

The transaction was not an open-market sale. The filing shows a code “F” transaction, meaning 14,220.885 shares were withheld by Walmart to satisfy tax withholding obligations tied to vesting performance-based restricted stock units, rather than shares being sold into the market.

What does transaction code “F” mean in the Walmart (WMT) insider filing?

Code “F” indicates shares were used to pay taxes on an equity award. In this case, 14,220.885 Walmart shares were withheld to cover tax obligations when performance-based restricted stock units vested, leaving David Chojnowski with 121,631.964 directly held shares afterward.