Walmart (WMT) EVP Rachel Brand has 60K shares withheld to cover tax

Rhea-AI Filing Summary

Walmart Inc. Executive Vice President Rachel L. Brand reported a routine tax-related share withholding. On January 31, 2026, 60,542.24 shares of Walmart common stock were withheld at a price of $119.14 per share to cover tax obligations upon vesting of performance-based restricted stock units.

After this transaction, Brand directly owned 463,998.828 Walmart common shares. The filing reflects administrative tax withholding rather than an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Brand Rachel L

Role Executive Vice President

Type	Security	Shares	Price	Value
Tax Withholding	Common	60,542.24	$119.14	$7.21M

Holdings After Transaction: Common — 463,998.828 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Brand Rachel L

(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)
	Executive 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		60,542.24(1)	D	$119.14	463,998.828	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.

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) disclose for Rachel L. Brand?

Walmart reported that Executive Vice President Rachel L. Brand had 60,542.24 common shares withheld at $119.14 per share. The withholding satisfied tax obligations triggered by vesting of performance-based restricted stock units, rather than an open-market sale of stock.

Was the Walmart (WMT) insider transaction a sale on the open market?

No, the transaction was not an open-market sale. The 60,542.24 shares were withheld by Walmart to cover Rachel L. Brand’s tax obligations resulting from the vesting of performance-based restricted stock units awarded as part of her compensation.

How many Walmart (WMT) shares does Rachel L. Brand hold after the transaction?

Following the tax withholding transaction, Rachel L. Brand beneficially owned 463,998.828 shares of Walmart common stock. The ownership is reported as direct, reflecting her remaining stake after shares were withheld to satisfy related tax obligations.

What does transaction code "F" mean in the Walmart (WMT) Form 4 filing?

Transaction code “F” indicates shares were withheld to pay taxes on a stock award. In this case, Walmart withheld 60,542.24 shares from Rachel L. Brand upon vesting of performance-based restricted stock units to satisfy her tax withholding obligations.

What role does Rachel L. Brand hold at Walmart (WMT) in this Form 4?

Rachel L. Brand is identified as an officer of Walmart, serving as Executive Vice President. Her position and title are disclosed alongside the insider transaction involving tax withholding on vested performance-based restricted stock units in the Form 4 filing.