Walmart (WMT) EVP Guggina has shares withheld to cover restricted stock taxes

Rhea-AI Filing Summary

Walmart Inc. Executive Vice President David W. Guggina reported a small share disposition related to tax withholding, not an open-market trade. On February 10, 2026, 198.326 shares of Walmart common stock were withheld at $129.02 per share to cover taxes upon the vesting of restricted stock.

After this tax-withholding transaction, Guggina directly beneficially owned 126,574.205 shares of Walmart common stock. The footnote explains that a portion of the remaining vested shares was deferred to a future date.

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^*

Guggina David W

(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)
02/10/2026

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	02/10/2026		F		198.326(1)	D	$129.02	126,574.205	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 shares withheld to satisfy tax withholding obligations upon the vesting of restricted stock. A portion of the remaining vested shares was deferred by the Reporting Person to a future date.

Remarks:

	/s/ Dirk Gardner, by power of attorney	02/12/2026
	** 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).
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FAQ

What did Walmart (WMT) executive David W. Guggina report in this Form 4 filing?

David W. Guggina reported a tax-related share disposition. Exactly 198.326 Walmart common shares were withheld to satisfy tax obligations upon restricted stock vesting, leaving him with 126,574.205 directly owned shares after the transaction.

Was the Walmart (WMT) insider transaction an open-market sale of shares?

No, it was not an open-market sale. The 198.326 Walmart shares were withheld to cover tax withholding obligations triggered by restricted stock vesting, as indicated by transaction code “F” and the explanatory footnote in the filing.

How many Walmart (WMT) shares does David W. Guggina own after this transaction?

After the tax-withholding disposition, David W. Guggina directly beneficially owns 126,574.205 shares of Walmart common stock. This figure is reported in the Form 4 as the total amount of securities beneficially owned following the transaction.

What is transaction code “F” in the Walmart (WMT) Form 4 for David W. Guggina?

Transaction code “F” indicates payment of an exercise price or tax liability using securities. In this case, 198.326 Walmart shares were withheld to satisfy tax withholding obligations when Guggina’s restricted stock vested.

At what price were the Walmart (WMT) shares valued for the tax withholding in this filing?

The withheld shares were valued at $129.02 per share. The Form 4 reports that 198.326 shares of Walmart common stock were used at this price to cover David W. Guggina’s tax withholding obligations on restricted stock vesting.

What does the footnote in David W. Guggina’s Walmart (WMT) Form 4 explain?

The footnote explains that the reported shares were withheld to satisfy tax obligations when restricted stock vested. It also notes that a portion of the remaining vested shares was deferred by David W. Guggina to a future date.