[Form 4] Walmart Inc. Insider Trading Activity

Rhea-AI Filing Summary

Walmart Inc. (WMT) – Form 4 filing for President & CEO C. Douglas McMillon. On 07/24/2025 McMillon sold 19,416 common shares at a weighted-average $95.583, generating roughly $1.86 million in proceeds. The sale was executed under a Rule 10b5-1 trading plan adopted and disclosed on 03/17/2025, indicating it was pre-scheduled during an open window.

Following the transaction, McMillon retains 4,412,397.867 shares held directly (market value ≈ $422 million) and significant additional indirect holdings through various family trusts and the 401(k) plan. The 19.4 k-share sale equals ~0.44 % of his direct ownership, so overall economic exposure to Walmart remains substantial.

No derivative transactions were reported, and there are no indications of changes to company fundamentals. The filing primarily documents routine diversification rather than a strategic shift in insider sentiment.

Positive

• Sale executed under a pre-approved Rule 10b5-1 plan, limiting timing-related governance concerns and indicating routine diversification.
• CEO retains a substantial 4.4 million-share direct stake, maintaining strong alignment with shareholder interests.

Negative

• Insider sale of ~19.4 k shares (~$1.9 m) could be perceived as a bearish signal by sentiment-focused investors, despite small proportional size.

Insights

Securities Analyst

TL;DR – Modest, pre-planned insider sale; negligible impact on investment thesis.

The ~$1.9 m sale represents less than half a percent of McMillon’s direct stake, and was executed under a disclosed 10b5-1 plan, limiting concerns about opportunistic timing. Insider sales below 1 % of holdings are generally viewed as portfolio diversification rather than a bearish signal. With direct ownership still above 4.4 million shares, management’s alignment with shareholders stays intact. I classify market impact as neutral.

Corporate Governance Expert

TL;DR – Governance friendly: transparent 10b5-1 plan, full disclosure.

The filing adheres to SEC best practices: advance plan adoption, clear price range disclosure, and granular post-sale holdings. Such transparency mitigates litigation risk and demonstrates sound governance. No red flags arise from indirect holdings or ownership structure. The action is standard and not material to shareholder oversight.

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
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hours per response:			0.5

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

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

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	07/24/2025		S		19,416(1)	D	$95.583	4,412,397.867(2)	D
Common								5,759.9784(3)	I	By 401(k)
Common								415,203	I	By Trust for Children
Common								57,270	I	By Wife's Trust for Children
Common								173,466	I	By Marital Trust
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. This sale was executed pursuant to a Rule 10b5-1 Plan that was entered into by the Reporting Person during an open trading window and disclosed by the Issuer on Form 8-K on March 17, 2025. This sale was executed in multiple trades ranging from $95.50 to $95.73, inclusive. The price reported above represents the weighted average purchase price. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares and prices at which the transaction was effected.

2. Balance adjusted to reflect shares acquired through the Wal-Mart Stores, Inc. 2004 Associate Stock Purchase Plan.

3. Balance adjusted to reflect shares acquired through the Walmart 401(k) Plan.

Remarks:

	/s/ Mary Marshall, by power of attorney	07/28/2025
	** 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.
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FAQ

How many Walmart shares did CEO Doug McMillon sell on 07/24/2025?

He sold 19,416 common shares at a weighted-average price of $95.583.

What is McMillon’s remaining direct ownership in WMT after the sale?

He now directly owns 4,412,397.867 shares of Walmart.

Was the insider sale pre-planned?

Yes. It was executed under a Rule 10b5-1 trading plan adopted on 03/17/2025.

What was the total value of the shares sold by the CEO?

Approximately $1.86 million based on the reported weighted-average price.

Does the filing include any derivative transactions?

No. Table II lists no derivative securities acquired or disposed of.