McMillon (NYSE: WMT) uses 232,233 Walmart shares to cover RSU taxes

Rhea-AI Filing Summary

Walmart Inc. director C. Douglas McMillon reported a tax‑related share withholding tied to equity compensation. On January 31, 2026, 232,232.606 shares of Walmart common stock were withheld at $119.14 per share to satisfy tax obligations upon vesting of performance‑based restricted stock units, rather than sold in the open market.

After this transaction, McMillon directly beneficially owned 4,042,623.987 Walmart common shares. He also reported additional indirect holdings, including shares held through a 401(k) plan and several family trusts for children, his wife, and his son.

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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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^*

McMillon C Douglas

(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)

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

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		232,232.606(1)	D	$119.14	4,042,623.987(2)	D
Common								5,785.8872	I	By 401(k)
Common								415,203	I	By Trust for Children
Common								57,270	I	By Wife's Trust for Children
Common								5,233	I	By Trust for Wife
Common								6,777	I	By Son
Common								395,970	I	By Wife's Trust for Children and Reporting Person

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 C. Douglas McMillon report for Walmart (WMT)?

C. Douglas McMillon reported a tax-related withholding of 232,232.606 Walmart common shares. These shares were withheld at $119.14 each when performance-based restricted stock units vested, covering tax obligations rather than reflecting an open-market sale of stock.

Was the Walmart (WMT) Form 4 transaction an open-market sale by McMillon?

The Form 4 does not show an open-market sale. It reports shares withheld to satisfy tax withholding obligations on vesting performance-based restricted stock units, coded as an “F” transaction, which typically occurs automatically under equity award terms.

How many Walmart (WMT) shares does C. Douglas McMillon own directly after this filing?

Following the tax withholding transaction, C. Douglas McMillon directly beneficially owned 4,042,623.987 shares of Walmart common stock. This figure reflects his updated direct holdings after the 232,232.606 shares were withheld for tax purposes on January 31, 2026.

What indirect Walmart (WMT) holdings are reported for C. Douglas McMillon?

McMillon reports several indirect holdings in Walmart common stock, including 5,785.8872 shares via a 401(k) plan and additional shares held through multiple family-related trusts for children, his wife, and his son, as well as a trust for his wife and himself.

What does transaction code “F” mean in this Walmart (WMT) Form 4?

Transaction code “F” indicates shares were withheld to pay taxes upon vesting of equity awards. In this filing, Walmart stock units were withheld when performance-based restricted stock units vested, satisfying McMillon’s tax obligations without an open-market share sale.

Did this Walmart (WMT) Form 4 change McMillon’s indirect ownership in the 2016 Associate Stock Purchase Plan?

The filing notes that a balance was adjusted to reflect current shares held in the Walmart Inc. 2016 Associate Stock Purchase Plan. This indicates an updated reporting of holdings in that plan, rather than a newly executed open-market transaction.